Prepared by MERRILL CORPORATION

-----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, M2D+23+F4bSL1evD6B5Ybois9+a/rqyja6hwBPeeY2CIEURIWalg+2N1DYO0SWN7 ue5jTMPzjyjRudBDmMg2Sg== 0000912057-02-004994.txt : 20020414 0000912057-02-004994.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-004994 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20020211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFTERMARKET TECHNOLOGY CORP CENTRAL INDEX KEY: 0000933405 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 954486486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-75618 FILM NUMBER: 02535048 BUSINESS ADDRESS: STREET 1: ONE OAK HILL CENTER STREET 2: SUITE 400 CITY: WESTMONT STATE: IL ZIP: 60559 BUSINESS PHONE: 6304556000 MAIL ADDRESS: STREET 1: ONE OAK HILL CENTER STREET 2: SUITE 400 CITY: WESTMONT STATE: IL ZIP: 60559 S-3/A 1 a2069245zs-3a.htm S-3/A Prepared by MERRILL CORPORATION
QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on February 11, 2002

Registration No. 333-75618

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AFTERMARKET TECHNOLOGY CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

95-4486486
(I.R.S. Employer
Identification No.)

One Oak Hill Center, Suite 400
Westmont, Illinois 60559
(630) 455-6000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

Joseph Salamunovich
Vice President
Aftermarket Technology Corp.
One Oak Hill Center, Suite 400
Westmont, Illinois 60559
(630) 455-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

With copies to:

BRUCE D. MEYER, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000

JOHN J. SABL, ESQ.
Sidley Austin Brown & Wood
Bank One Plaza, 10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered(1)	ProposedMaximum Offering PricePer Share (2)	ProposedMaximum Aggregate Offering Price(2)	Amount of Registration Fee (3)(4)

Common Stock, par value	6,900,000	$16.78	$115,782,000	$27,672.00

(1): Includes shares subject to the Underwriters' over-allotment option.
(2): Estimated solely for the purpose of calculating the registration fee.
(3): Calculated pursuant to Rule 457(c) based on the average of the high and low prices of the Common Stock on the Nasdaq National Market System on December 17, 2001.
(4): Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

PROSPECTUS (Subject to Completion)

Issued February 11, 2002

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

6,000,000 Shares

COMMON STOCK

Aftermarket Technology Corp. is offering 2,400,000 shares and the selling stockholders are offering 3,600,000 shares. Aftermarket Technology Corp. will not receive any proceeds from the sale of shares by the selling stockholders.

Our common stock is quoted on the Nasdaq National Market under the symbol "ATAC." On February 8, 2002, the reported last sale price of our common stock was $16.85 per share.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 7.

PRICE $ A SHARE

		*Price to Public*		*Underwriting Discounts and Commissions*		*Proceeds to Company*		Proceeds to Selling Stockholders
Per Share		$		$		$		$
Total		$		$		$		$

A number of the selling stockholders have granted the underwriters the right to purchase up to an additional 900,000 shares of common stock to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on ,
2002.

MORGAN STANLEY

MERRILL LYNCH & CO.

WACHOVIA SECURITIES

, 2002

TABLE OF CONTENTS

		Page
Prospectus Summary		2
Risk Factors		7
Special Note Regarding Forward-Looking Statements		13
Use of Proceeds		14
Dividend Policy		14
Common Stock Price Range		15
Capitalization		16
Selected Consolidated Financial Data		17
Management's Discussion and Analysis of Financial Condition and Results of Operations		19
Business		40
Management		51
Certain Transactions		54
Selling Stockholders		56
Description of Capital Stock		58
Underwriters		60
Legal Matters		63
Experts		63
Where You Can Find More Information		63
Incorporation of Certain Documents by Reference		64
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained in or incorporated by reference in this prospectus. We and the selling stockholders are offering shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

PROSPECTUS SUMMARY

You should read this summary together with the more detailed information and our financial statements and related notes appearing elsewhere or incorporated by reference in this prospectus. Unless otherwise indicated, "we," "us" and "our" refer to Aftermarket Technology Corp. and our subsidiaries. Except as otherwise indicated, the information contained in this prospectus assumes that the underwriters' over-allotment option is not exercised.

Our Business

We are a leading remanufacturer and distributor of drivetrain products used in the repair of automobiles and light trucks in the automotive aftermarket. Our Logistics business is a provider of value added warehouse and distribution services as well as returned material reclamation and disposition services. For the nine months ended September 30, 2001, we had net sales of $291.9 million, an increase of 6.5% over the same period in 2000, and income from continuing operations of $19.6 million compared to a loss from continuing operations of $3.1 million for the same period in 2000.

Our Logistics business consists of three operating units: Logistics Services, a provider of value added warehouse and distribution services, turnkey order fulfillment and information services for AT&T Wireless Services; Material Recovery, a provider of returned material reclamation and disposition services and management of failed components, commonly referred to as cores, primarily to Ford and, to a lesser extent, General Motors; and Autocraft Electronics, an automotive electronic remanufacturing and distribution business.

Recent Developments

On February 11, 2002, we reported financial results for the year ended December 31, 2001. Revenue in 2001 increased by $20.9 million to $393.4 million from $372.5 million for 2000. Income from continuing operations increased by $27.1 million, to $29.5 million for 2001 from $2.4 million for 2000. Excluding special charges of $5.3 million in 2001 and $32.3 million in 2000, income from continuing operations increased 41.7% to $32.3 million for 2001 as compared to $22.8 million for the prior year. The special charges in 2001 primarily related to (i) termination benefits for management upgrades and de-layering ($2.5 million), (ii) severance, asset write downs and facility exit costs associated with the termination of our electronic control module product line ($1.9 million) and (iii) severance, facility exit and idle capacity costs associated with facility consolidations and implementation of cellularized manufacturing ($0.9 million) and a one-time gain on the sale of an asset of $0.9 million recorded, and the $32.6 million of special charges in 2000 related primarily to asset impairment charges associated with our engines business. Diluted earnings per share from continuing operations increased to $1.40 in 2001 from $0.11 in 2000. Earnings per share from continuing operations before special charges and the one-time gain reached an all-time-high of $1.53 per diluted share in 2001 versus $1.08 per diluted share for 2000. This increase is primarily attributable to revenue growth and productivity improvements in the logistics segment and the return of the engines business to profitability, partially offset by reduced margins relating to inventory and pricing reductions in the drivetrain remanufacturing business.

and a 5-year revolving credit facility of $50.0 million. The new credit facility also provides for an additional optional term loan of up to $100.0 million, subject to certain conditions including the receipt from one or more lenders of the additional commitments that may be requested. The extensions of credit by the lenders pursuant to the new credit facility are subject to various conditions. If these conditions are satisfied, we expect that the closing under the new credit facility will occur in conjunction with the closing of the public offering, although the closing under the new credit facility is not a condition to the closing of the public offering. If we close the new credit facility, we intend to use the proceeds of the new credit facility to purchase or redeem our remaining 12% senior subordinated notes and to retire our existing credit facility, as well as for working capital and general corporate purposes. If we do not close the new credit facility, we still intend to purchase or redeem a portion of the senior subordinated notes with the proceeds from this offering. We expect to incur an extraordinary charge of approximately $3.3 million for the write-off of previously capitalized debt issuance costs, a call premium and fees in connection with the replacement of our existing credit facility and the retirement of our senior subordinated notes.

Our Growth Strategies

Our growth strategies include:

•: Increasing Sales to Existing Customers. We intend to increase our business with our existing Drivetrain customers by working with OEMs to increase dealer utilization of remanufactured transmissions in both the warranty and post-warranty periods. We intend to increase penetration of our existing Logistics business customer base by broadening our offering of Logistics products and services and by marketing our core competencies as solutions to our customers' needs.
•: Introducing New Products. We continue to work with our OEM customers to identify additional remanufactured products and services where we can provide value to the OEM. We also intend to leverage our core competencies in logistics and electronics remanufacturing by working with our existing and new customers to identify products and services where we can add value.
•: Establishing New Customer Relationships. We believe that opportunities for growth exist with several foreign OEMs regarding their United States-based remanufacturing programs. We also look to obtain new customers for our drivetrain products in the independent aftermarket. We plan to leverage our existing relationships with automobile OEMs into new logistics customer relationships. We believe that our logistics services business should be attractive to new customers who recognize that outsourcing this function will enable them to both focus on their core competencies and have an efficient product distribution system.
•: Pursuing Future Acquisitions. An important element of our growth strategy is the acquisition and integration of complementary businesses in order to broaden product offerings, capture market share and improve profitability.

THE OFFERING

Common stock offered by:
	Aftermarket Technology Corp.		2,400,000 shares
	Selling Stockholders		3,600,000 shares

		Total	6,000,000 shares

Common stock to be outstanding after this offering			23,136,559 shares

Use of proceeds			The net proceeds will be used to purchase or redeem a portion of our 12% Senior Subordinated Notes due 2004. See "Use of Proceeds" on page 14.
Nasdaq National Market symbol			ATAC

The above information regarding shares outstanding after the offering is based on the number of shares of common stock outstanding as of December 1, 2001. The number of shares outstanding excludes 2,365,889 shares subject to outstanding stock options as of December 1, 2001 at a weighted average exercise price of $7.74 per share and excludes 70,176 shares subject to outstanding warrants as of December 1, 2001 at an exercise price of $1.67 per share.

Our principal executive offices are located at One Oak Hill Center, Suite 400, Westmont, Illinois 60559, and our telephone number is (630) 455-6000. Our Internet address is http://www.goatc.com. The contents of our website are not a part of this prospectus.

SUMMARY CONSOLIDATED FINANCIAL DATA

The data as of and for the five years ended December 31, 2000 have been derived from our consolidated financial statements that have been audited by Ernst & Young LLP, independent accountants, which, in the case of the statements for the three years ended December 31, 2000, are included elsewhere in this prospectus. The data as of and for the nine months ended September 30, 2000 and 2001 have been derived from our unaudited consolidated financial statements that were prepared on the same basis as the audited financial statements and include, in our opinion, all adjustments necessary to present fairly the information presented for the interim periods. However, interim period results are not necessarily indicative of results that will be obtained for the full year. The historical financial data are qualified in their entirety by, and should be read in conjunction with, the financial statements and related notes, the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 19 and other financial information included elsewhere or incorporated by reference in this prospectus. The data provided below reflect acquisitions and dispositions by us for the periods indicated. See "Business—Corporate History" on page 48. The results of our former ATC Distribution Group, Inc. subsidiary, which was sold in October 2000, are classified as discontinued operations in the selected financial data presented below.

	Year Ended December 31,											Nine Months Ended September 30,
	1996		1997		1998			1999		2000		2000			2001
	(in thousands, except per share data)
Statements of Operations Data:
Net sales	$	171,279	$	191,058	$	300,723		$	365,563	$	372,493	$	274,002		$	291,869
Cost of sales		104,657		114,956		219,539			246,224		248,438		182,415			192,278
Special charges⁽¹⁾		—		—		1,347			2,965		9,134		9,134			162

Gross profit		66,622		76,102		79,837			116,374		114,921		82,453			99,429
Selling, general and administrative expenses		25,278		30,430		47,496			56,736		57,331		41,643			44,149
Amortization of intangible assets		2,998		3,273		5,038			5,527		5,255		3,999			3,767
Special charges⁽¹⁾		—		—		5,327			4,345		23,450		23,450			3,526

Income from operations		38,346		42,399		21,976			49,766		28,885		13,361			47,987
Interest income		—		—		—			—		234		—			1,117
Interest expense and other, net		16,878		15,213		21,917			23,251		24,830		18,444			17,180
Income tax expense (benefit)		8,737		10,902		974			9,739		1,883		(1,938	)		12,291

Income (loss) from continuing operations⁽²⁾⁽³⁾	$	12,731	$	16,284	$	(915	)	$	16,776	$	2,406	$	(3,145	)	$	19,633

Income (loss) from continuing operations per share⁽⁴⁾	$	.80	$	.84	$	(.05	)	$	.79	$	.11	$	(.15	)	$	.94
Shares used in computation of income from continuing operations per share⁽⁴⁾		15,918		19,335		19,986			21,164		21,163		20,634			20,901

	As of September 30, 2001
	Actual		As Adjusted for the Offering⁽⁵⁾		As Adjusted for the Offering and the New Credit Facility⁽⁵⁾
	(in thousands)
Balance Sheet Data:
Working capital, continuing operations	$	77,089	$	77,089	$	79,589
Property, plant and equipment, net		51,744		51,744		51,744
Total assets		416,513		416,444		420,885
Long-term liabilities, less current portion		219,284		182,737		192,232
Common stockholders' equity		96,074		132,552		129,998

⁽¹⁾: See Note 20 to our consolidated financial statements appearing elsewhere in this prospectus for a description of special charges.
⁽²⁾: Income (loss) from continuing operations for the years ended December 31, 1996, 1997, 1998, 1999 and 2000 and the nine months ended September 30, 2000 and 2001 excludes income (loss) from discontinued operations, net of income taxes, of $3,568,000, $6,719,000, $(6,200,000), $(9,969,000), $(99,289,000), $(100,696,000) and $(1,145,000), respectively.
⁽³⁾: Income (loss) from continuing operations for the year ended December 31, 1997 excludes an extraordinary item in the amount of $3,749,000 ($6,269,000 less related income tax benefit of $2,520,000). In addition, income (loss) from continuing operations for the year ended December 31, 1998 excludes an extraordinary item in the amount of $703,000 ($1,172,000 less related income tax benefit of $469,000).
⁽⁴⁾: See Note 15 to our consolidated financial statements appearing elsewhere in this prospectus for a description of the computation of earnings per share.
⁽⁵⁾: The first as adjusted column adjusts the historical information to give effect to our sale of common stock in this offering at an assumed public offering price of $16.85 per share, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, and giving effect to the application of the net proceeds of the offering as described under "Use of Proceeds" on page 14. The second as adjusted column further adjusts the information to give effect to our new credit facility and the application of the net proceeds from our new credit facility to redeem our remaining senior subordinated notes and retire our existing credit facility.

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. We believe these are all the material risks currently facing our business, but additional risks we are not presently aware of or that we currently believe are immaterial may also impair our business operations. Our financial condition or results of operations could be materially adversely affected by these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information included or incorporated by reference in this prospectus, including our financial statements and related notes.

We rely on a few major customers for a significant majority of our business and the loss of any of those customers, or significant changes in prices or other terms with any of our major customers, could reduce our net income and operating results.

A few customers account for a significant majority of our net revenues each year. In 2001, we had three customers that individually accounted for more than 10% of our revenues. Ford accounted for approximately 27.7%, 29.6%, 30.0% and 34.6% of our net sales for 1998, 1999, 2000 and 2001, respectively, DaimlerChrysler accounted for 29.4%, 31.6%, 29.6% and 24.7% of our net sales in 1998, 1999, 2000 and 2001, respectively, and AT&T Wireless accounted for 3.7%, 6.3%, 14.1% and 17.6% of our net sales during 1998, 1999, 2000 and 2001, respectively. If we lose any of these customers, or if any of them reduces or cancels a significant order, our net sales and operating results could decrease significantly.

DaimlerChrysler and Ford, like other North American OEMs, generally require that their dealers using remanufactured products for warranty application use only products from approved suppliers. Although we are currently the only factory-approved supplier of remanufactured transmissions for Chrysler automobiles and light trucks and one of two suppliers to Ford, DaimlerChrysler and Ford are not obligated to continue to purchase our products and generally may terminate our agreements on 90 days notice or less. They may approve other suppliers in the future and we may not be able to maintain or increase our sales to them. Within the last five years the standard new vehicle warranty provided by our customers has varied and shorter warranty periods could be implemented in the future. Any shortening of warranty periods could reduce the amount of warranty work performed by dealers and reduce the demand for our services.

Substantially all of our contracts or arrangements with our customers are terminable on 90 days notice or less. In addition, we periodically renegotiate the prices and other terms of our products with our customers. For instance, in 2001, we reduced our prices to Chrysler, as requested, by approximately 5%. In addition, our arrangements with AT&T Wireless will expire, and may be subject to a price renegotiation, within the next year. Because of the short termination periods and periodic price negotiations, we cannot give any assurances of the stability of the prices for our products and, therefore, our revenue streams. Significant price fluctuations could materially affect our business.

Interruptions or delays in obtaining transmission cores and component parts could impair our business.

In our remanufacturing operations, we obtain used transmissions, engines and related components, commonly known as cores, which are sorted and either placed into immediate production or stored until needed. The majority of the cores we remanufacture are obtained from OEMs. Our ability to obtain cores of the types and in the quantities we require is critical to our ability to meet demand and expand production. With the increased acceptance in the aftermarket of remanufactured assemblies, the demand for cores has increased. We have periodically experienced situations in which the inability to obtain sufficient cores has limited our ability to accept orders. We may experience core shortages in the future. In addition, from time to time, we experience shortages of components manufactured by our OEM customers that we require for our transmission remanufacturing process. If we experience such shortages for an

extended period of time, it could have a material adverse effect on our business and negatively impact our competitive position.

Our financial results are affected by transmission failure rates which are outside our control.

Our quarterly and annual operating results are affected by transmission failure rates, and a drop in rates could adversely affect sales or profitability or lead to variability of our operating results. Generally, if transmissions last longer, there will be less demand for our remanufactured transmissions. Transmission failure rates could drop due to a number of factors outside our control, including:

•: consumers retaining automobiles for shorter periods, which could occur in periods of economic growth or stability;
•: transmission design that results in greater reliability;
•: consumers driving fewer miles per year, which could occur if gasoline prices were to increase; and
•: mild weather, such as that being experienced in early 2002.

Our financial results are affected by our customers' policies which are outside our control.

Our financial results are also affected by the policies of our OEM customers. Changes to our key OEM customer policies that could materially affect our business include:

•: shortened warranty periods that could reduce the demand for our products;
•: reductions in the amount of inventory our OEM customers elect to retain;
•: longer time periods before remanufactured transmissions are introduced for use with a particular automobile; and
•: guidelines that affect dealer decisions to rebuild units at the dealer rather than install remanufactured transmissions.

Our Logistics business is dependent on the strength of our customers.

AT&T Wireless, our principal Logistics customer, operates in a highly competitive technology market. The number of cell phones sold by AT&T Wireless, whether to new subscribers or as replacement phones to existing subscribers, is dependent on its ability to keep pace with technological advancements and to provide service programs and prices that are attractive to current and potential customers. Our Logistics revenue from AT&T Wireless is substantially related to the number of phones sold by AT&T Wireless. Consequently, any material decrease in phones sold by AT&T Wireless will materially and adversely affect our Logistics revenue.

We may incur material liabilities under various federal, state, local and foreign environmental laws.

We are subject to various evolving federal, state, local and foreign environmental laws and regulations governing, among other things, emissions to air, discharge to waters and the generation, handling, storage, transportation, treatment and disposal of a variety of hazardous and non-hazardous substances and wastes. These laws and regulations provide for substantial fines and criminal sanctions for violations and impose liability for the costs of cleaning up, and the damages resulting from, past spills, disposals or other releases of hazardous substances. In connection with our acquisition activity, we have conducted certain investigations of facilities we have acquired and their compliance with applicable environmental laws. Similarly, in the course of lease terminations, we have generally conducted investigations into potential environmental impacts resulting from our operations. These investigations revealed various environmental matters and conditions that could expose us to liability or which have required us to undertake compliance-related improvements or remedial activities. Futhermore, one of our former subsidiaries, RPM, leased several

facilities in Azusa, California located within what is now a federal Superfund site. The entity that leased the facilities to RPM has been identified by the United States Environmental Protection Agency as one of the many potentially responsible parties for environmental liabilities associated with that Superfund site. Any liability we may have from this site or otherwise under environmental laws could materially affect our business.

Substantial competition could reduce our market share and significantly harm our financial performance.

While we believe that our business is well positioned to compete in our two primary market segments, transmission remanufacturing and logistics, our industry segments are highly competitive. We may not be successful in competing against other companies, some of which are larger than us and have greater financial and other resources available to them than we do. Increased competition could require us to reduce prices or take other actions which may have an adverse effect on our operating results.

Our stock price is volatile, and you may not be able to recover your investment if our stock price declines.

The stock price of our common stock has been volatile and can be expected to be affected by factors such as:

•: quarterly variations in our results of operations, which may be impacted by, among other things, price renegotiations with our customers;
•: quarterly variations in the results of operations or stock prices of comparable companies;
•: announcements of new products or services offered by us or our competitors;
•: changes in earnings estimates or buy/sell recommendations by financial analysts;
•: the stock price performance of our customers; and
•: general market conditions or market conditions specific to particular industries.

In addition to the factors listed above affecting us, our competitors and the economy generally, the stock price of our common stock may be affected by any significant sale of shares by our principal stockholders. After this offering, Aurora Equity Partners L.P. and Aurora Overseas Equity Partners I, L.P. will collectively own 7,927,378 shares of our common stock, or 7,209,670 shares if the over-allotment option is exercised. Any significant sales by the Aurora partnerships of these shares could have a negative impact on our stock price.

Our future operating results may fluctuate significantly.

We may experience significant variations in our future quarterly results of operations. These fluctuations may result from many factors, including the condition of our industry in general and shifts in demand and pricing for our products. Our operating results are also highly dependent on our level of gross profit as a percentage of net sales. Our gross profits percentage fluctuates due to numerous factors, some of which may be outside of our control. These factors include:

•: pricing strategies;
•: changes in product costs from vendors;
•: the risk of some of the items in our inventory becoming obsolete;
•: the relative mix of products sold during the period; and
•: general market and competitive conditions.

Results of operations in any period, therefore, should not be considered indicative of the results to be expected for any future period.

Our success depends on our ability to retain our senior management and to attract and retain key personnel.

Our success depends to a significant extent on the efforts and abilities of our senior management team. We have various programs in place to motivate, reward and retain our management team, including bonus and stock option plans. However, the loss of one or more of these persons could have an adverse effect on our business. Our success and plans for future growth will also depend on our ability to hire, train and retain skilled workers in all areas of our business. We currently do not have key executive insurance relating to our senior management team.

We cannot predict the impact of unionization efforts or labor shortages on our business.

From time to time, labor unions have indicated their interest in organizing our workforce. Given that our OEM customers are in the highly unionized automotive industry, our business is likely to continue to attract the attention of union organizers. While these efforts have not been successful to date, we cannot give any assurance that we will not experience additional union activity in the future. Any union organization activity, if successful, could result in increased labor costs and, even if unsuccessful, could result in a temporary disruption of our production capabilities and a distraction to our management. Additionally, we need qualified managers and a number of skilled employees with technical experience in order to operate our business successfully. From time to time, there may be a shortage of skilled labor which may make it more difficult and expensive for us to attract and retain qualified employees. If we are unable to attract and retain qualified individuals or our costs to do so increase significantly, our operations would be materially adversely affected.

We are subject to risks associated with future acquisitions.

An important element of our growth strategy is the acquisition and integration of complementary businesses in order to broaden product offerings, capture market share and improve profitability. We will not be able to acquire other businesses if we cannot identify suitable acquisition opportunities, obtain financing on acceptable terms or reach mutually agreeable terms with acquisition candidates. The negotiation of potential acquisitions as well as the integration of an acquired business could require us to incur significant costs and cause diversion of our management's time and resources. Future acquisitions by us could result in:

•: dilutive issuances of equity securities;
•: reductions in our operating results;
•: incurrence of debt and contingent liabilities;
•: future impairment of goodwill and other intangibles; and
•: other acquisition-related expenses.

Some or all of these items could have a material adverse effect on our business. The businesses we acquire in the future may not achieve sales and profitability that justify our investment. In addition, to the extent that consolidation becomes more prevalent in our industry, the prices for suitable acquisition candidates may increase to unacceptable levels and limit our growth.

We may encounter problems in integrating the operations of companies that we acquire.

We may encounter difficulties in integrating any businesses we acquire with our operations. The success of these transactions depends on our ability to:

•: retain key management members and technical personnel of acquired companies;
•: successfully merge corporate cultures and operational and financial systems; and
•: realize sale and cost reduction synergies.

Furthermore, we may not realize the benefits we anticipated when we entered into these transactions. In addition, after we have completed an acquisition, our management must be able to assume significantly greater responsibilities, and this in turn may cause them to divert their attention from our existing operations. Any of the foregoing could have a material adverse effect on our business and results of operations.

Our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position.

As of December 31, 2001, our outstanding indebtedness was $197.8 million. While we anticipate that, as a result of this offering, our outstanding indebtedness will be reduced, we also expect that our indebtedness, including borrowings under our new expanded credit facility, may increase from time to time in the future for various reasons, including fluctuations in operating results, capital expenditures and possible acquisitions. Our consolidated indebtedness level could materially affect our business because:

•: a substantial portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes, which amount would increase if prevailing interest rates rise;
•: it may materially limit or impair our ability to obtain financing in the future;
•: it may reduce our flexibility to respond to changing business and economic conditions or take advantage of business opportunities that may arise; and
•: our ability to pay dividends is limited.

In addition, our existing senior credit facility, as well as our new credit facility, requires us to meet specified financial ratios and limits our ability to enter into various transactions. The terms of our current outstanding senior subordinated notes limit our ability to incur additional indebtedness. While we anticipate that we will use the proceeds of this offering, as well as the proceeds of our new credit facility, to redeem all of our senior subordinated notes, if for any reason we do not close our new credit facility, a portion of our senior subordinated notes will remain outstanding. If we default on any of our indebtedness, or if we are unable to obtain necessary liquidity, our business could be adversely affected.

Our controlling stockholders have the ability to influence all matters requiring the approval of our board of directors and our stockholders.

We are controlled by the Aurora partnerships. As of December 1, 2001, the Aurora partnerships held approximately 66% of our voting power, through direct ownership of shares and voting arrangements, and after giving effect to this offering, assuming that the over-allotment is exercised, the Aurora partnerships will hold approximately 45.3% of our voting power and as a result will continue to be able to exercise substantial control of us. As a result, it may be more difficult for a third party to acquire us. See "Certain Transactions" on page 54 and "Selling Stockholders" on page 56.

Our certificate of incorporation and outstanding senior subordinated notes contain provisions that may hinder or prevent a change in control of our company.

Our outstanding senior subordinated notes contain provisions that would require us to offer to repurchase the notes at a cash price equal to 101% of the principal amount of the senior subordinated notes, together with accrued interest, if a change of control were to occur. In addition, provisions of our certificate of incorporation could make it more difficult for a third party to obtain control of us, even if such a change in control would benefit our stockholders. Our board of directors can issue preferred stock without stockholder approval. Your rights could be adversely affected by the rights of holders of preferred stock that we issue in the future. All of these provisions could discourage a third party from obtaining control of us. Such provisions may also impede a transaction in which our stockholders could receive a premium over then current market prices and our stockholders' ability to approve transactions that they consider in their best interests.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference herein, contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and information relating to us that are based on the current beliefs of our management as well as assumptions made by and information currently available to management, including statements related to the markets for our products, general trends in our operations or financial results, plans, expectations, estimates and beliefs. In addition, when used in this prospectus, the words "may," "could," "should," "anticipate," "believe," "estimate," "expect," "intend," "plan," "predict" and similar expressions and their variants, as they relate to us or our management, may identify forward-looking statements. These statements reflect our judgment as of the date of this prospectus with respect to future events, the outcome of which is subject to risks, which may have a significant impact on our business, operating results or financial condition. Investors are cautioned that these forward-looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein. We undertake no obligation to update forward-looking statements. The risks identified in the section entitled "Risk Factors," among others, may impact forward-looking statements contained in this prospectus.

USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of 2,400,000 shares will be approximately $37.2 million, at an assumed public offering price of $16.85 per share and after deducting estimated underwriting discounts and commissions and offering expenses payable by us. We will use the net proceeds to purchase or redeem a portion of our 12% senior subordinated notes due 2004.

On February 8, 2002, we executed a credit agreement and a related security agreement in connection with a new credit facility. The new credit facility provides for an aggregate of $170.0 million of term loans and a 5-year revolving credit facility of $50.0 million. The new credit facility also provides for an additional optional term loan of up to $100.0 million, subject to certain conditions including the receipt from one or more lenders of the additional commitments that may be requested. The extensions of credit by the lenders pursuant to the new credit facility are subject to various conditions. If these conditions are satisfied, we expect that the closing under the new credit facility will occur in conjunction with the closing of the public offering, although the closing under the new credit facility is not a condition to the closing of the public offering. If we close the new credit facility, we intend to use the proceeds of the new credit facility to purchase or redeem our remaining senior subordinated notes and to retire our existing credit facility, as well as for working capital and general corporate purposes.

We will not receive any proceeds from the sale of the 3,600,000 shares by the selling stockholders or from the sale of the shares by them subject to the underwriters' over-allotment option.

DIVIDEND POLICY

We have never paid cash dividends on our common stock. Because we currently intend to retain earnings to finance our operations, expand our business and service and repay our indebtedness, we do not intend to pay cash dividends in the foreseeable future. As a holding company with no independent operations, our ability to pay cash dividends is also dependent upon our receipt of dividends or other payments from our subsidiaries. Under the terms of our outstanding senior subordinated notes, we are not permitted to pay any dividends on our common stock unless we satisfy a series of financial ratio tests. In addition, our existing senior credit facility, as well as our new credit facility, limits our payment of dividends.

COMMON STOCK PRICE RANGE

Our common stock is quoted on the Nasdaq National Market under the symbol "ATAC." The following table sets forth, for the periods indicated, the high and low sale prices per share of our common stock as reported on the Nasdaq National Market:

		High		Low
Year Ended December 31, 1999:
	First quarter	$	9.88	$	4.50
	Second quarter		12.38		6.88
	Third quarter		11.88		8.03
	Fourth quarter		12.63		7.75
Year Ended December 31, 2000:
	First quarter	$	13.88	$	9.44
	Second quarter		12.88		5.00
	Third quarter		8.88		5.00
	Fourth quarter		6.38		1.63
Year Ended December 31, 2001:
	First quarter	$	6.00	$	2.38
	Second quarter		7.50		4.50
	Third quarter		15.63		7.11
	Fourth quarter		19.99		13.26
Year Ended December 31, 2002:
	First quarter (through February 8, 2002)	$	19.10	$	15.68

On February 8, 2002, the reported last sale price of our common stock on the Nasdaq National Market was $16.85.

CAPITALIZATION

The following table sets forth our actual current portion of long-term debt and consolidated capitalization as of September 30, 2001 and also sets forth two separate as adjusted columns. The first as adjusted column adjusts this information to give effect to our sale of common stock in this offering at an assumed public offering price of $16.85 per share, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, and to the application of the net proceeds of the offering as described under "Use of Proceeds." The second as adjusted column further adjusts the information to give effect to our new credit facility and the application of the net proceeds from our new credit facility to redeem our remaining senior subordinated notes and retire our existing credit facility. You should read this information in conjunction with our financial statements and related notes and the other financial information appearing elsewhere in or incorporated by reference in this prospectus.

			As of September 30, 2001
			Actual			As Adjusted for the Offering			As Adjusted for the Offering and the New Credit Facility
			(unaudited) (in thousands)
Current portion of long-term debt			$	18,559		$	18,559		$	16,059

Long-term debt:
	12% Senior Subordinated Notes due 2004		$	110,897		$	74,350		$	—
	Existing senior credit facility⁽¹⁾			96,575			96,575			—
	New credit facility⁽²⁾			—			—			180,420
	Amounts due to sellers of acquired companies⁽³⁾			6,819			6,819			6,819
	Capital lease obligations			825			825			825

		Total long-term debt		215,116			178,569			188,064
Stockholders' equity:
	Preferred stock, $.01 par value, 2,000,000 shares authorized; none issued			—			—			—
	Common stock, $.01 par value, 30,000,000 shares authorized; 21,132,800 shares issued and 23,532,800 shares as adjusted (including shares held in treasury)			211			235			235
	Additional paid-in capital			137,086			174,304			174,304
	Accumulated deficit⁽⁴⁾			(35,912	)		(36,676	)		(39,230	)
	Accumulated other comprehensive loss			(974	)		(974	)		(974	)
	Common stock held in treasury, at cost; 611,337 shares			(4,337	)		(4,337	)		(4,337	)

		Total stockholders' equity⁽⁴⁾		96,074			132,552			129,998

		Total capitalization	$	311,190		$	311,121		$	318,062

(1): As of September 30, 2001, we had approximately $17.5 million available for borrowing under our existing credit facility.
(2): On February 8, 2002, we executed a credit agreement and a related security agreement in connection with a new credit facility. The extensions of credit by the lenders pursuant to the new credit facility are subject to various conditions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing" on pages 36-38.
(3): Represents the present value of contingent consideration payable in connection with our purchase of one of our subsidiaries in 1997.
(4): The As Adjusted for the Offering column and the As Adjusted for the Offering and the New Credit Facility column reflect extraordinary charges of approximately $764,000 and $3,318,000, respectively, for the write-off of previously capitalized debt issuance costs, a call premium and fees in connection with the replacement of our existing credit facility and the retirement of our senior subordinated notes.

SELECTED CONSOLIDATED FINANCIAL DATA

The data as of and for the five years ended December 31, 2000 have been derived from our consolidated financial statements that have been audited by Ernst & Young LLP, independent accountants, which, in the case of the statements for the three years ended December 31, 2000, are included elsewhere in this prospectus. The data as of and for the nine months ended September 30, 2000 and 2001 have been derived from our unaudited consolidated financial statements that were prepared on the same basis as the audited financial statements and include, in our opinion, all adjustments necessary to present fairly the information presented for the interim periods. However, interim period results are not necessarily indicative of results that will be obtained for the full year. The historical financial data are qualified in their entirety by, and should be read in conjunction with, the financial statements and related notes, the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included elsewhere or incorporated by reference in this prospectus. The data provided below reflect acquisitions and dispositions by us for the periods indicated. See "Business—Corporate History" on page 48. The results of our former ATC Distribution Group, Inc. subsidiary, which was sold in October 2000, are classified as discontinued operations in the selected financial data presented below.

	Year Ended December 31,											Nine Months Ended September 30,
	1996		1997		1998			1999		2000		2000			2001
	(in thousands, except per share data)
Statement of Operations Data:
Net sales	$	171,279	$	191,058	$	300,723		$	365,563	$	372,493	$	274,002		$	291,869
Cost of sales		104,657		114,956		219,539			246,224		248,438		182,415			192,278
Special charges⁽¹⁾		—		—		1,347			2,965		9,134		9,134			162

Gross profit		66,622		76,102		79,837			116,374		114,921		82,453			99,429
Selling, general and administrative expenses		25,278		30,430		47,496			56,736		57,331		41,643			44,149
Amortization of intangible assets		2,998		3,273		5,038			5,527		5,255		3,999			3,767
Special charges⁽¹⁾		—		—		5,327			4,345		23,450		23,450			3,526

Income from operations		38,346		42,399		21,976			49,766		28,885		13,361			47,987
Interest income		—		—		—			—		234		—			1,117
Interest expense and other, net		16,878		15,213		21,917			23,251		24,830		18,444			17,180
Income tax expense (benefit)		8,737		10,902		974			9,739		1,883		(1,938	)		12,291

Income (loss) from continuing operations⁽²⁾⁽³⁾		12,731		16,284		(915	)		16,776		2,406		(3,145	)		19,633
Preferred stock dividends		2,222		—		—			—		—		—			—

Income (loss) from continuing operations available to common stockholders	$	10,509	$	16,284	$	(915	)	$	16,776	$	2,406	$	(3,145	)	$	19,633

Income (loss) from continuing operations per share⁽⁴⁾	$	.80	$	.84	$	(.05	)	$	.79	$	.11	$	(.15	)	$	.94
Shares used in computation of income from continuing operations per share⁽⁴⁾		15,918		19,335		19,986			21,164		21,163		20,634			20,901

	As of December 31,											As of September 30,
	1996		1997		1998		1999		2000			2001
	(in thousands)
Balance Sheet Data:
Working capital, continuing operations	$	67,975	$	44,855	$	36,128	$	29,744	$	53,457		$	77,089
Property, plant and equipment, net		12,301		16,737		45,830		47,897		46,276			51,744
Total assets		312,660		360,477		517,794		577,782		407,499			416,513
Long-term liabilities, less current portion		167,233		152,571		258,051		302,491		213,537			219,284
Common stockholders' equity		105,832		175,429		168,011		176,144		80,239	⁽⁵⁾		96,074

⁽¹⁾: See Note 20 to our consolidated financial statements appearing elsewhere in this prospectus for a description of special charges.
⁽²⁾: Income (loss) from continuing operations for the years ended December 31, 1996, 1997, 1998, 1999 and 2000 and the nine months ended September 30, 2000 and 2001 excludes income (loss) from discontinued operations, net of income taxes, of $3,568,000, $6,719,000, $(6,200,000), $(9,969,000), $(99,289,000), $(100,696,000) and $(1,145,000), respectively.
⁽³⁾: Income (loss) from continuing operations for the year ended December 31, 1997 excludes an extraordinary item in the amount of $3,749,000 ($6,269,000 less related income tax benefit of $2,520,000). In addition, income (loss) from continuing operations for the year ended December 31, 1998 excludes an extraordinary item in the amount of $703,000 ($1,172,000 less related income tax benefit of $469,000).
⁽⁴⁾: See Note 15 to our consolidated financial statements appearing elsewhere in this prospectus for a description of the computation of earnings per share.
⁽⁵⁾: Common stockholders' equity as of December 31, 2000 reflects the loss on the sale of our Distribution Group business and from the initial discontinuance of, and subsequent election to retain, our independent aftermarket engine business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

Demand for our products within the Drivetrain business is largely a function of the number of vehicles in operation, the average age of vehicles and the average number of miles driven per vehicle. These factors have generally increased over time, thereby increasing demand for our remanufactured products. Other factors that influence demand for our remanufactured products include product complexity and reliability, the length of OEM warranty periods and the severity of weather conditions. Because these factors are not directly dependent on new automotive sales levels, demand for remanufactured products within our Drivetrain business has been largely non-cyclical.

Our Drivetrain business has been our primary business since our formation. For the year ended December 31, 2001, revenue from our Drivetrain business was $266.3 million, or 67% of our total revenue. In addition, in the United States we also sell remanufactured engines in the independent aftermarket. For the year ended December 31, 2001, revenue from this engines business was $21.9 million, or 6% of our total revenue.

Growth in our logistics business with AT&T Wireless is primarily dependent on cellular telephone handset demand and AT&T Wireless' share of new cellular telephone sales volume. Our logistics business benefits from upgrades in cellular telephone technology through increased replacement demand for more advanced handsets, from any increases in the number of AT&T Wireless subscribers and from any expansion of our service offering with AT&T Wireless. Because we do not take actual ownership of our cellular telephone inventory, we do not face the risk of inventory obsolescence. Other growth drivers within our Logistics business include our ability to leverage our expertise in logistics in other industries. For the year ended December 31, 2001, revenue from our Logistics business was $105.2 million, or 27% of our total revenue, of which AT&T Wireless accounted for 66%.

Components of Income and Expense

Revenue. In our Drivetrain Remanufacturing segment and independent aftermarket engines business, we recognize revenues, primarily from the sale of remanufactured transmissions and remanufactured engines, at the time of shipment to the customer and, to a lesser extent, upon the completion or performance of a service. In our Logistics segment, revenue is primarily related to providing;

•: value added warehouse and distribution services;
•: turnkey order fulfillment and information services;
•: returned material reclamation and disposition services;
•: core management services; and
•: automotive electronic components remanufacturing and distribution services,

and is generally recognized upon completion or performance of those services.

Cost of Sales. Cost of sales represents the actual cost of purchased components and other materials, direct labor, indirect labor and warehousing cost and manufacturing overhead costs, including depreciation, utilized directly in the production of products or performance of services for which revenue has been recognized.

Selling, General and Administrative Expenses. Selling, general and administrative expenses generally are those costs not directly related to the production process or the performance of a revenue generating

service and include all selling, marketing and customer service expenses as well as expenses related to general management, finance and accounting, information services, human resources, legal, and corporate overhead expense.

Amortization of Intangibles. Amortization of intangibles consists primarily of the amortization of goodwill. In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, which no longer permits the amortization of goodwill and indefinite-lived intangible assets. We are required to adopt SFAS No. 142 effective January 1, 2002.

We are currently evaluating our intangible assets in relation to the provisions of SFAS No. 142 to determine the impact, if any, the adoption of SFAS No. 142 will have on our results of operations or financial position.

Special Charges. We have periodically identified areas where cost reductions and efficiencies could be achieved through consolidation of redundant facilities, outsourcing functions or changing processes or systems. Some of these cost reduction or process improvement initiatives result in costs which we have described as special charges and include, but are not limited to, severance benefits for terminated employees, lease termination and other facility exit costs, losses on the disposal of fixed assets, impairment of goodwill and write-down of inventories.

Segment Reporting

We have two reportable segments in continuing operations: the Drivetrain Remanufacturing segment and the Logistics segment. The Drivetrain Remanufacturing segment consists of five operating units that primarily sell remanufactured transmissions directly to DaimlerChrysler, Ford, General Motors and several foreign OEMs, primarily for use as replacement parts by their domestic dealers during the warranty and post-warranty periods following the sale of a vehicle. In addition, the Drivetrain Remanufacturing segment sells select remanufactured and newly assembled engines to European OEMs including Ford's and General Motor's European operations and Jaguar. Our Logistics segment consists of three operating units:

•: a provider of value added warehouse and distribution services, turnkey order fulfillment and information services for AT&T Wireless;
•: a provider of returned material reclamation and disposition services and core management services primarily to Ford and to a lesser extent, General Motors; and
•: an automotive electronic components remanufacturing and distribution business, including components for the OnStar program, primarily for Delphi and Visteon.

Our independent aftermarket engine business, which is not a separate reportable segment and is shown as "Other," remanufactures and distributes domestic and foreign engines and recently began distributing select remanufactured domestic transmissions from four regional distribution centers primarily to independent aftermarket customers.

We evaluate the performance of each segment based upon income from operations. The reportable segments and the "other" business unit are each managed and measured separately primarily due to the differing customers, production processes, products sold and distribution channels.

Results of Operations

The following table sets forth financial statement data expressed as a percentage of net sales.

	Year Ended December 31,						Nine Months Ended September 30,
	1998		1999		2000		2000		2001
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	73.0		67.4		66.7		66.5		65.9
Special charges	.5		.8		2.5		3.4		.1

Gross profit	26.5		31.8		30.8		30.1		34.0
Selling, general and administrative expenses	15.8		15.5		15.4		15.2		15.1
Amortization of intangible assets	1.7		1.5		1.4		1.5		1.3
Special charges	1.7		1.2		6.2		8.5		1.2

Income from operations	7.3		13.6		7.8		4.9		16.4
Interest income	—		—		.1		—		.4
Interest expense and other, net	7.3		6.4		6.7		6.7		5.9

Income (loss) from continuing operations, before income taxes	—		7.2		1.2		(1.8	)	10.9
Income tax expense (benefit)	.3		2.6		.6		(.7	)	4.2

Income (loss) from continuing operations	(.3	)%	4.6	%	.6	%	(1.1	)%	6.7	%

Nine Months Ended September 30, 2001 Compared to the Nine Months Ended September 30, 2000

Income (loss) from continuing operations increased $22.7 million, to $19.6 million for the nine months ended September 30, 2001 from a loss of $3.1 million for the nine months ended September 30, 2000. Excluding special charges of $2.3 million (net of tax) recorded during the nine months ended September 30, 2001 and special charges of $20.1 million (net of tax) related to the independent aftermarket engine business recorded during the nine months ended September 30, 2000, income from continuing operations increased $4.9 million, or 28.8%, to $21.9 million for the nine months ended September 30, 2001 from $17.0 million for the nine months ended September 30, 2000. This increase was primarily attributable to substantial growth and productivity improvements in the Logistics segment combined with increased profitability in the independent aftermarket engine business, partially offset by decreased profitability within the Drivetrain Remanufacturing segment. Income from continuing operations per diluted share was $.94 for the nine months ended September 30, 2001 as compared to a loss of $.15 per share for the nine months ended September 30, 2000. Excluding the special charges, income from continuing operations per diluted share was $1.05 for the nine months ended September 30, 2001 as compared to $.80 per diluted share for the nine months ended September 30, 2000.

Net Sales. Net sales increased $17.9 million, or 6.5%, to $291.9 million for the nine months ended September 30, 2001 from $274.0 million for the nine months ended September 30, 2000. This increase was driven primarily by:

•: growth in the Logistics segment, largely attributable to an increase in sales for value added warehouse and distribution services driven by the growth in the market for cellular phones and services and coupled with the ramp up of the two new programs we were awarded by AT&T Wireless in early 2000 covering the packaging and distribution of cell phone accessories and the distribution of point-of-sale and other marketing materials, which began generating revenue for us in the second half of 2000; and
•: growth in the Drivetrain Remanufacturing segment primarily related to an increase in sales of remanufactured transmissions to Ford.

This increase was partially offset by a decline in revenue in the independent aftermarket engine business resulting from a change in the distribution channel for this business, a decline in revenue in the Logistics segment related to the termination of the remanufactured electronic control module product line and a decline in remanufactured transmissions sold to Chrysler as a result of its inventory reduction initiative.

Sales to DaimlerChrysler accounted for 30.0% and 26.0%, Ford accounted for 29.3% and 33.7% and AT&T Wireless accounted for 13.2% and 17.0% of our revenues for the nine months ended September 30, 2000 and 2001, respectively.

Gross Profit. Gross profit increased $16.9 million, or 20.5%, to $99.4 million for the nine months ended September 30, 2001 from $82.5 million for the nine months ended September 30, 2000. Excluding special charges of $.2 million recorded during the nine months ended September 30, 2001 and $9.1 million related to the independent aftermarket engine business recorded during the nine months ended September 30, 2000, gross profit increased $8.0 million, or 8.7%. This increase was primarily the result of increased sales and improved productivity within the Logistics segment and cost reductions in the independent aftermarket engine business, partially offset by a decline in gross profit in the Drivetrain Remanufacturing segment resulting from:

•: price concessions provided to DaimlerChrysler as a result of their request for supplier participation in their cost reduction initiatives;
•: the sales mix of remanufactured transmissions; and
•: production inefficiencies resulting from the impact of DaimlerChrysler's and GM's inventory reduction initiatives.

As a percentage of net sales, gross profit before special charges increased to 34.1% for the nine months ended September 30, 2001 from 33.5% for the nine months ended September 30, 2000.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $2.5 million, or 6.0%, to $44.1 million for the nine months ended September 30, 2001 from $41.6 million for the nine months ended September 30, 2000. The increase was primarily the result of an increase in spending in support of growth initiatives in the Logistics segment and to a lesser extent on our Lean and Continuous Improvement and Customer Delight initiatives, partially offset by a decrease in cost in the independent aftermarket engine business resulting from the elimination of our branch distribution network. As a percentage of net sales, selling, general and administrative expenses decreased slightly to 15.1% for the nine months ended September 30, 2001 from 15.2% for the nine months ended September 30, 2000.

Amortization of Intangible Assets. Amortization of intangible assets decreased $.2 million, or 5.0%, to $3.8 million for the nine months ended September 30, 2001 from $4.0 million for the nine months ended September 30, 2000, primarily attributable to the write-off of goodwill related to the independent aftermarket engine business on June 30, 2000.

Special Charges. During the nine months ended September 30, 2001, we recorded $3.7 million of special charges ($2.3 million net of tax) including $1.7 million for the Logistics segment, $1.5 million for the Drivetrain Remanufacturing segment and $.5 million for consolidation of our two information systems groups. The $1.7 million of special charges in the Logistics segment are primarily related to a decision to exit an unprofitable product line and include the following:

•: $1.5 million of costs related to the shut-down of our remanufactured automotive electronic control modules operation including:
•: $.6 million related to the write-down of fixed assets;
•: $.5 million of severance and related costs for 94 people;
•: $.2 million of facility exit and other costs related to the shutdown; and

•: $.2 million related to inventory write-downs (classified as Cost of Sales—Special Charges); and
•: $.2 million of severance for four people primarily associated with the upgrade of management functions within the segment.

The $1.5 million related to the Drivetrain Remanufacturing segment consists of $.9 million of severance and related costs for 24 people, primarily associated with the de-layering of management functions and the reorganization of facility operations and $.6 million of exit and other costs primarily related to the consolidation of facilities within the segment. The $.5 million related to our two information systems groups is related to severance costs for four people primarily associated with the consolidation of those functions.

During the nine months ended September 30, 2000, we recorded $32.6 million of special charges ($20.1 million net of tax) related to the reorganization of our independent aftermarket engine business. These charges included the following:

•: $15.6 million for the impairment of goodwill;
•: $5.8 million for the write-down of fixed assets to estimated net realizable value;
•: $5.4 million for the write-down of inventory to estimated net realizable value (classified as Cost of Sales—Special Charges);
•: $3.8 million for product warranty costs of units remanufactured and sold prior to 2000 (classified as Cost of Sales—Special Charges);
•: $.9 million for the write-down of un-collectible accounts receivable balances; and
•: $.7 million of exit costs and $.4 million of severance costs for 56 people primarily associated with the shutdown of our branch distribution network.

We, as an on-going part of our planning process, continue to identify and evaluate areas where cost efficiencies can be achieved through consolidation of redundant facilities, outsourcing functions or changing processes or systems. Implementation of any of these could require us to incur special charges, which would be offset over time by the projected cost savings.

Income from Operations. Income from operations increased $34.6 million, to $48.0 million for the nine months ended September 30, 2001 from $13.4 million for the nine months ended September 30, 2000. Excluding special charges of $3.7 million recorded in 2001 and $32.6 million related to the independent aftermarket engine business recorded in 2000, income from operations increased $5.7 million, or 12.4%, to $51.7 million for the nine months ended September 30, 2001 from $46.0 million for the nine months ended September 30, 2000. As a percentage of net sales, income from operations before special charges increased to 17.7% from 16.8%, between the two periods.

Interest Income. During the nine months ended September 30, 2001, $1.1 million of interest income was recorded on the 18% senior subordinated promissory note received by us as partial consideration from the sale of the Distribution Group.

Interest Expense and Other, Net. Interest expense and other, net decreased $1.2 million, or 6.5%, to $17.2 million for the nine months ended September 30, 2001 from $18.4 million for the nine months ended September 30, 2000. This decrease was the result of a general decline in interest rates combined with a reduction in debt outstanding. Interest expense for the nine months ended September 30, 2000 of $5.2 million was allocated to the discontinued operations based on the anticipated consideration to be received from the sale of the Distribution Group.

June 30, 2001. Management believed that the planned exit from these businesses, which provided the opportunity to reduce debt and generated a significant tax shelter, offered a strategic opportunity to focus resources on our businesses that were profitable and had greater growth potential. As a result of the decision to exit these businesses, we recorded a charge for the loss on disposal of discontinued operations.

On October 27, 2000, we completed the sale of the Distribution Group to an affiliate of The Riverside Company. Our plan with respect to the independent aftermarket engine business was to restructure and return it to profitability prior to finding a buyer. Our restructuring of our independent aftermarket engine business, which

•: eliminated our 21 branch distribution network and replaced it with a business model that sells and distributes remanufactured engines directly to independent aftermarket customers on an overnight delivery basis from four regional distribution centers;
•: applied lean manufacturing techniques to improve productivity and reduce manufacturing cost; and
•: significantly improved product quality to reduce product warranty cost,

was successful in returning this business to profitability. However, efforts to identify an interested buyer placing sufficient value on this business were unsuccessful. Consequently, on June 25, 2001, we elected to retain our independent aftermarket engine business. As a result of this decision and in accordance with EITF 90-16, Accounting for Discontinued Operations Subsequently Retained, the results of the remanufactured engines business have been reclassified from discontinued operations to continuing operations for all periods presented.

During the nine months ended September 30, 2001, we recorded a charge of $1.1 million related to discontinued operations, net of tax benefits of $.7 million. This charge included the following on a pre-tax basis: $3.0 million in expense for the increase to the estimated loss on the sale of the Distribution Group, $2.1 million in income for the reversal of the estimated accrued loss on disposal of our independent aftermarket engine business and $.9 million in expense for the reclassification of the operating results of our independent aftermarket engine business from discontinued operations to continuing operations, as required per EITF No. 90-16.

During the nine months ended September 30, 2000, we recorded a charge of $94.7 million for the loss on disposal of discontinued operations ($93.0 million for the Distribution Group and $1.7 million for our independent aftermarket engine business), net of income tax benefits of $46.7 million. The charge of $94.7 million included the write-off of goodwill, valuation allowances for specified assets, provisions for anticipated operating losses until disposal, and anticipated costs of disposal, including lease terminations, severance, retention and other employee benefits and professional fees. Additionally, the loss from discontinued operations included a loss of $6.4 million, net of income tax benefits of $3.1 million, from the operations of the Distribution Group during the six months ended June 30, 2000, partially offset by $.4 million of income (net of taxes) for the reclassification of the operating results of our independent aftermarket engine business from discontinued operations to continuing operations, as required per EITF No. 90-16.

Drivetrain Remanufacturing Segment

The following table presents net sales, special charges and segment profit expressed in millions of dollars and as a percentage of net sales:

	Nine Months Ended September 30,
	2000				2001
Net sales	$	186.8	100.0	%	$	198.9	100.0	%

Special charges	$	—	—	%	$	1.5	.8	%

Segment profit	$	36.6	19.6	%	$	29.9	15.0	%

Net Sales. Net sales increased $12.1 million, or 6.5%, to $198.9 million for the nine months ended September 30, 2001 from $186.8 million for the nine months ended September 30, 2000. This increase was primarily due to an increase in sales of remanufactured transmissions to Ford and growth in our engine remanufacturing program with Jaguar, partially offset by a decrease in sales of remanufactured transmissions to DaimlerChrysler due to price concessions provided to DaimlerChrysler as a result of their request for supplier participation in DaimlerChrysler's cost reduction initiatives and reduced volume resulting from DaimlerChrysler's inventory reduction initiatives, which reduced their targeted inventories by nearly 50% (from about 13 to 7 weeks), and a decrease in sales of remanufactured transmissions to General Motors as a result of their inventory reduction initiatives, which further reduced GM's targeted inventories from about 45 days to 30 days.

Sales to DaimlerChrysler accounted for 43.0% and 37.6% of segment revenues for the nine months ended September 30, 2000 and 2001, respectively. Sales to Ford accounted for 39.7% and 46.4% of segment revenues for the nine months ended September 30, 2000 and 2001, respectively.

Special Charges. During the nine months ended September 30, 2001, we recorded $1.5 million of special charges. The special charges include $.9 million of severance and related costs primarily associated with the de-layering of management functions and the reorganization of facility operations and $.6 million of exit and other costs primarily related to the consolidation of facilities within the segment.

Segment Profit. Segment profit decreased $6.7 million, or 18.3%, to $29.9 million (15.0% of segment net sales) for the nine months ended September 30, 2001 from $36.6 million (19.6% of segment net sales) for the nine months ended September 30, 2000. Excluding 2001 special charges of $1.5 million, segment profit decreased $5.2 million, or 14.2%, between the two periods. The decrease was primarily the result of the changes in sales volume, price and mix of remanufactured transmissions as referenced above, combined with production inefficiencies resulting from the impact of DaimlerChrysler's inventory reduction initiatives and project costs related to the re-engineering of our least efficient, highest cost remanufacturing facility, that we believe will drive productivity improvements in the future. Additionally, during the nine months ended September 30, 2000, we benefited from favorable adjustments of approximately $1.2 million primarily related to the resolution of discrepancies on component inventories, the retroactive impact of pricing revisions and an inventory adjustment.

Logistics Segment

The following table presents net sales, special charges and segment profit expressed in millions of dollars and as a percentage of net sales:

	Nine Months Ended September 30,
	2000				2001
Net sales	$	63.9	100.0	%	$	74.6	100.0	%

Special charges	$	—	—	%	$	1.7	2.3	%

Segment profit	$	12.8	20.0	%	$	17.1	22.9	%

Net Sales. Net sales increased $10.7 million, or 16.7%, to $74.6 million for the nine months ended September 30, 2001 from $63.9 million for the nine months ended September 30, 2000. This increase was primarily attributable to an increase in sales for value-added warehouse and distribution services, driven by the growth in the market for cellular phones and services coupled with the benefit of the two new programs we were awarded in early 2000 by AT&T Wireless covering the packaging and distribution of cell phone accessories and the distribution of point-of-sale and other marketing materials which began generating revenue in the second half of 2000, partially offset by a decrease in sales of remanufactured radios and electronic control modules. Sales to AT&T Wireless accounted for 56.6% and 66.7% of segment revenues for the nine months ended September 30, 2000 and 2001, respectively.

Special Charges. The $1.7 million of special charges recorded during the nine months ended September 30, 2001, included the following:

•

$1.5 million of costs related to the shut-down of the segment's remanufactured automotive electronic control modules operation including

•: $.6 million related to the write-down of fixed assets;
•: $.5 million of severance and related costs;
•: $.2 million of facility exit and other costs related to the shutdown;
•: $.2 million related to inventory write-downs (classified as Cost of Sales—Special Charges); and

•: $.2 million of severance and related costs primarily associated with the upgrade of management functions.

Segment Profit. Segment profit increased $4.3 million, or 33.6%, to $17.1 million (22.9% of segment net sales) for the nine months ended September 30, 2001 from $12.8 million (20.0% of segment net sales) for the nine months ended September 30, 2000. Excluding special charges of $1.7 million recorded in 2001, segment profit increased $6.0 million, or 46.9%, between the two periods. The increase was primarily the result of changes in sales volume and mix as referenced above combined with cost reductions and other productivity improvements resulting from the increased use of automation and the implementation of lean manufacturing concepts, partially offset by an increase in spending in support of our key growth initiatives in the segment.

Other

The following table presents net sales, special charges and segment profit (loss) for the independent aftermarket engine business expressed in millions of dollars and as a percentage of net sales:

	Nine Months Ended September 30,
	2000					2001
Net sales	$	23.3		100.0	%	$	18.4	100.0	%

Special charges	$	32.6		139.9	%	$	—	—	%

Segment profit (loss)	$	(36.0	)	(154.5	)%	$	1.5	8.2	%

Net Sales. Net sales decreased $4.9 million, or 21.0%, to $18.4 million for the nine months ended September 30, 2001 from $23.3 million for the nine months ended September 30, 2000. This decrease was attributable to a decline in sales of remanufactured engines, primarily resulting from a change in our distribution method from a branch network to regional distribution centers.

Special Charges. During the nine months ended September 30, 2000, we recorded $32.6 million of special charges related to the original decision to discontinue the independent aftermarket engines business. These charges included the following:

•: $15.6 million for the impairment of goodwill;
•: $5.8 million for the write-down of fixed assets to estimated net realizable value;
•: $5.4 million for the write-down of inventory to estimated net realizable value (classified as Cost of Sales—Special Charges);
•: $3.8 million for product warranty costs of units remanufactured and sold prior to 2000 (classified as Cost of Sales—Special Charges);
•: $.9 million for the write-down of un-collectible accounts receivable balances; and
•: $.7 million of exit costs and $.4 million of severance costs for 56 people primarily associated with the shutdown of our branch distribution network.

Segment Profit (Loss). Segment profit (loss) increased $4.9 million, to a profit of $1.5 million for the nine months ended September 30, 2001 from a loss of $3.4 million before special charges of $32.6 million for the nine months ended September 30, 2000. This increase was primarily the result of cost reduction initiatives implemented in the independent aftermarket engine business in the later part of 2000 and the first half of 2001 including the application of lean manufacturing techniques to improve productivity and reduce manufacturing cost, a change in the distribution method from a branch network to regional distribution centers and a reduction of product warranty expense.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Income from continuing operations decreased $14.4 million, or 85.7%, to $2.4 million in 2000 from $16.8 million in 1999. During 1999, we recorded pre-tax special charges of $7.3 million, primarily related to initiatives designed to improve operating efficiencies and reduce costs (see "Special Charges" on page 28). Additionally, in 2000, we recorded $32.6 million (pre-tax) of special charges primarily related to the write-off of goodwill and the recording of valuation allowances for specified assets associated with our decision to discontinue our independent aftermarket engine business. This business was subsequently retained (see "Discontinued Operations" on page 28). Excluding special charges, income from continuing operations increased $1.5 million, or 7.0%, to $22.8 million for the year ended December 31, 2000 from $21.3 million in 1999. This increase was primarily attributable to a significant increase in revenues in the Logistics segment, partially offset by a decline in revenues in the Drivetrain Remanufacturing segment. Income from continuing operations per diluted share decreased to $.11 in 2000 from $.79 in 1999. Excluding special charges, income from continuing operations per diluted share increased $.07, to $1.08 for the year ended December 31, 2000 from $1.01 in 1999.

Net Sales. Net sales increased $6.9 million, or 1.9%, to $372.5 million in 2000 from $365.6 million in 1999. This increase is attributable to increased sales in our Logistics segment partially offset by a decrease in revenues in the Drivetrain Remanufacturing segment and our independent aftermarket engine business. See "Drivetrain Remanufacturing Segment," "Logistics Segment" and "Other" for a discussion of net sales.

Sales to DaimlerChrysler accounted for 31.6% and 29.6%, Ford accounted for 29.6% and 30.0% and AT&T Wireless accounted for 6.3% and 14.1% of our revenues for the years ended December 31, 1999 and 2000, respectively.

Gross Profit. Gross profit decreased $1.5 million, or 1.3%, to $114.9 million in 2000 from $116.4 million in 1999. Excluding the component of special charges reflected in cost of sales of $9.1 million and $3.0 million in 2000 and 1999, respectively, gross profit increased $4.6 million, or 3.9%, from $119.4 million in 1999 to $124.0 million in 2000. This increase is principally due to increased revenues in the Logistics segment, improved yield and favorable mix of remanufactured transmissions, favorable material variances and the benefit of cost reduction initiatives implemented during 1999 and 2000, partially offset by a decrease in volume in the Drivetrain segment and our independent aftermarket engine business. As a result, gross profit (excluding special charges) as a percentage of net sales increased to 33.3% from 32.6% between the two periods.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $.6 million, or 1.1%, to $57.3 million in 2000 from $56.7 million in 1999. The increase is due primarily to an increase in expense supporting increased sales volume and growth initiatives in the Logistics segment, partially offset by a decrease in expense in the Drivetrain Remanufacturing segment and the independent aftermarket engine business. As a percentage of net sales, selling, general and administrative expenses decreased slightly from 15.5% in 1999 to 15.4% in 2000.

Amortization of Intangible Assets. Amortization of intangible assets decreased slightly to $5.3 million in 2000 from $5.5 million in 1999, primarily related to the write-off of goodwill associated with the independent aftermarket engine business.

Special Charges. During 1999, we recorded $7.3 million of special charges, of which $3.0 million was included as a component of cost of sales. These charges consisted of $3.3 million of costs associated with the narrowing of the product offering of our independent aftermarket engine business, $2.6 million of severance and other costs related to the reorganization of management functions, $.8 million of costs to exit a plant within our Drivetrain Remanufacturing segment, and $.6 million of severance, exit and other costs related to our Logistics segment.

During 2000, we recorded $32.6 million of special charges related to the reorganization of our independent aftermarket engine business. These charges included the following:

•: $15.6 million for the impairment of goodwill;
•: $5.8 million for the write-down of fixed assets to estimated net realizable value;
•: $5.4 million for the write-down of inventory to estimated net realizable value (classified as Cost of Sales—Special Charges);
•: $3.8 million for product warranty costs of units remanufactured and sold prior to 2000 (classified as Cost of Sales—Special Charges);
•: $.9 million for the write-down of un-collectible accounts receivable balances; and
•: $.7 million of exit costs and $.4 million of severance costs for 56 people primarily associated with the shutdown of our branch distribution network.

We, as an ongoing part of our planning process, continue to identify and evaluate areas where cost efficiencies can be achieved through consolidation of redundant facility, outsourcing functions or changing processes or systems. Implementation of any of these could require us to incur special charges, which are expected to be offset over time by the projected cost savings.

Income from Operations. Principally as a result of the factors described above, income from operations decreased $20.9 million, to $28.9 million in 2000 from $49.8 million in 1999. Excluding the special charges of $7.3 million and $32.6 million recorded in 1999 and 2000, respectively, income from operations increased $4.4 million, from $57.1 million in 1999 to $61.5 million in 2000. As a percentage of net sales, income from operations (excluding special charges) increased to 16.5% from 15.6%, between the two periods.

Interest Expense and Other, Net. Interest expense and other, net increased $1.5 million, or 6.4%, to $24.8 million in 2000 from $23.3 million in 1999. The increase primarily resulted from an overall increase in interest rates in 2000 as compared to 1999. Interest expense of $5.2 million for the year ended December 31, 2000 has been allocated to discontinued operations based on the total consideration received from the sale of the Distribution Group. Interest expense of $3.3 million for the year ended December 31, 1999 has been allocated to the discontinued operations based on the total consideration received from the sale of the Distribution Group less the amount of debt attributable to the acquisition of All Trans (part of the Distribution Group) in the fourth quarter of 1999.

Discontinued Operations. On August 3, 2000, we adopted a plan to discontinue a segment of our business that we referred to as our independent aftermarket. This independent aftermarket segment consisted of the Distribution Group and the independent aftermarket engine business. We planned to sell the Distribution Group by December 31, 2000 and the independent aftermarket engine business by June 30, 2001. Management believed that the planned exit from these businesses, which provided the opportunity to reduce debt and generated a significant tax shelter, offered a strategic opportunity to focus resources on our businesses that were profitable and had greater growth potential. As a result of the decision to exit these businesses, we recorded a charge for the loss on disposal of discontinued operations.

•: eliminated our 21 branch distribution network and replaced it with a business model that sells and distributes remanufactured engines directly to independent aftermarket customers on an overnight delivery basis from four regional distribution centers;
•: applied lean manufacturing techniques to improve productivity and reduce manufacturing cost; and
•: significantly improved product quality to reduce product warranty cost,

During the year ended December 31, 2000, we recorded a charge of $94.5 million for the loss on disposal of discontinued operations ($92.8 million for the Distribution Group and $1.7 million for our independent aftermarket engine business), net of income tax benefits of $46.9 million. The charge of $94.5 million included the write-off of goodwill, valuation allowances for specified assets, provisions for anticipated operating losses until disposal, and anticipated costs of disposal, including lease terminations, severance, retention and other employee benefits and professional fees. Additionally, the loss from discontinued operations included a loss of $6.4 million, net of income tax benefits of $3.1 million, from the operations of the Distribution Group during the six months ended June 30, 2000, partially offset by $1.6 million of income (net of tax) for the reclassification of the operating results of our independent aftermarket engine business from discontinued operations to continuing operations, as required per EITF No. 90-16.

Drivetrain Remanufacturing Segment

The following table presents net sales, special charges and segment profit expressed in millions of dollars and as a percentage of net sales:

	Year Ended December 31,
	1999				2000
Net sales	$	268.9	100.0	%	$	254.3	100.0	%

Special charges	$	1.0	.4	%	$	—	—	%

Segment profit	$	50.5	18.8	%	$	49.0	19.3	%

Net Sales. Net sales decreased $14.6 million, or 5.4%, to $254.3 million in 2000 from $268.9 million in 1999. The decrease was primarily the result of:

•: a decline in shipments of Asian car model remanufactured transmissions due to the termination of an unprofitable contract, delays in the introduction of new model years into the remanufacturing program by OEMs and production disruptions associated with an unsuccessful union organization campaign and management changes;
•: a decline in sales of remanufactured transmissions to General Motors due to a reduction of its inventory levels from approximately 26 weeks to seven weeks and the termination of an unprofitable contract;

•: a general decline in sales of remanufactured transmissions due to an overall softness in demand resulting from a relatively mild winter in 1999, partially offset by improved yield and one-time rework projects; and
•: decreased sales of engines and related parts in the segment's European operations.

Sales to DaimlerChrysler accounted for 31.6% and 29.6% of our revenues (42.0% and 42.5% of segment revenues) in 1999 and 2000, respectively. Sales to Ford accounted for 29.6% and 30.0% of our revenues (36.8% and 40.8% of segment revenues) in 1999 and 2000, respectively.

Special Charges. The Drivetrain Remanufacturing segment recorded $1.0 million of special charges in 1999 relating to severance and plant exit costs.

Segment Profit. Segment profit decreased $1.5 million, or 3.0%, to $49.0 million (19.3% of segment net sales) in 2000 from $50.5 million (18.8% of segment net sales) in 1999. Excluding special charges of $1.0 million in 1999, segment profit would have decreased $2.5 million, or 4.9%, from $51.5 million (19.2% of segment net sales) in 1999. The decrease was primarily the result of the factors impacting sales as described above, partially offset by a reduction in allocated corporate overhead in 2000 as compared to 1999.

Logistics Segment

The following table presents net sales, special charges and segment profit expressed in millions of dollars and as a percentage of net sales:

	Year Ended December 31,
	1999				2000
Net sales	$	59.1	100.0	%	$	89.1	100.0	%

Special charges	$	.6	1.0	%	$	—	—	%

Segment profit	$	7.7	13.0	%	$	17.4	19.5	%

Net Sales. Net sales increased $30.0 million, or 50.8%, to $89.1 million in 2000 from $59.1 million in 1999. This increase was primarily attributable to an increase in sales for value added warehouse and distribution services, driven by the strong growth in the market for cellular phones and services, coupled with the benefit of two new programs we were awarded by AT&T Wireless. These programs cover the packaging and distribution of cell phone accessories and the distribution of point-of-sale and other marketing materials. Sales to AT&T Wireless accounted for 6.3% and 14.1% of our revenues (38.9% and 59.1% of segment revenues) in 1999 and 2000, respectively.

Special Charges. Special charges recorded during 1999 of $.6 million relate to facility exit costs and other costs related to the electronics business unit.

Segment Profit. Segment profit increased $9.7 million, or 126.0%, to $17.4 million (19.5% of segment net sales) in 2000 from $7.7 million (13.0% of segment net sales) in 1999. Excluding special charges of $.6 million in 1999, segment profit would have increased $9.1 million, or 109.6%, from $8.3 million (14.0% of segment net sales) in 1999. This increase was primarily the result of the increased sales volume, combined with the benefit of restructuring initiatives implemented in the electronics business unit in late 1999.

Other

The following table presents net sales, special charges and segment loss for the independent aftermarket engine business expressed in millions of dollars and as a percentage of net sales:

	Year Ended December 31,
	1999					2000
Net sales	$	37.5		100.0	%	$	29.1		100.0	%

Special charges	$	3.3		8.8	%	$	32.6		112.0	%

Segment loss	$	(6.0	)	(16.0	)%	$	(37.5	)	(128.9	)%

Net Sales. Net sales decreased $8.4 million, or 22.4%, to $29.1 million for the year ended December 31, 2000 from $37.5 million for the year ended December 31, 1999. This decrease was attributable to a decline in sales of remanufactured engines, primarily resulting from planned cost reduction activities that dramatically reduced the number of SKU's we offered for sale.

Special Charges. Our independent aftermarket engine business recorded $3.3 million of special charges during 1999 associated with the narrowing of our product offering.

During 2000, our independent aftermarket engine business recorded $32.6 million of special charges. These charges included the following:

•: $15.6 million for the impairment of goodwill;
•: $5.8 million for the write-down of fixed assets to estimated net realizable value;
•: $5.4 million for the write-down of inventory to estimated net realizable value (classified as Cost of Sales—Special Charges);
•: $3.8 million for product warranty costs of units remanufactured and sold prior to 2000 (classified as Cost of Sales—Special Charges);
•: $.9 million for the write-down of un-collectible accounts receivable balances; and
•: $.7 million of exit costs and $.4 million of severance costs for 56 people primarily associated with the shutdown of our branch distribution network.

Segment Loss. Segment loss increased $31.5 million, to $37.5 million for the year ended December 31, 2000 from $6.0 million in 1999. Excluding special charges of $32.6 million and $3.3 million recorded in 2000 and 1999, respectively, segment loss increased $2.2 million to $4.9 million in 2000 from $2.7 million in 1999. This increase is primarily the result of volume reductions resulting from planned cost reduction activities that dramatically reduced the number of SKU's we offered combined with an increase in warranty costs resulting from quality issues that arose prior to the year 2000 and which have been mitigated through the application of lean manufacturing techniques.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Income from continuing operations increased $17.7 million, to $16.8 million in 1999 from a loss of $.9 million in 1998. During 1998 and 1999, we recorded $6.7 million and $7.3 million, respectively, of pre-tax special charges related to initiatives designed to improve operating efficiencies and reduce costs (see "Special Charges"). In addition, during 1998, we recorded pre-tax charges for non-recurring costs totaling $10.9 million. These costs consisted of $5.2 million for a liability related to the purchase of excess cores, $4.2 million related to changes in certain of our estimates of inventory and other reserves, $.8 million related to changes in policies related to employee benefits and warranty and $.7 million of expenses primarily related to start-up costs. We believe that these charges were one-time in nature due to

the application of new information and estimation methodologies. Excluding these non-recurring costs and special charges, income from continuing operations would have increased $11.3 million, or 113.0%, to $21.3 million for the year ended December 31, 1999, from $10.0 million for the year ended December 31, 1998. This increase was primarily attributable to increased volume in both the Drivetrain Remanufacturing and Logistics segments. Income from continuing operations per diluted share increased to $.79 in 1999 from a loss of $.05 in 1998. Excluding special charges and non-recurring expenses, income from continuing operations per diluted share increased to $1.01 for the year ended December 31, 1999 from $.47 for the year ended December 31, 1998.

Net Sales. Net sales increased $64.9 million, or 21.6%, to $365.6 million in 1999 from $300.7 million in 1998. This increase is partially attributable to the full-year benefit of sales from Autocraft, which was acquired in March 1998. On a pro forma basis, as if the February 1999 sale of Mascot and the acquisition of Autocraft had both taken place on January 1, 1998, net sales would have increased $43.8 million, or 13.6%, to $364.9 million in 1999 from $321.1 million in 1998. This increase in sales, on a pro forma basis, was primarily attributable to increased sales in our Drivetrain Remanufacturing and Logistics segments. See "Drivetrain Remanufacturing Segment" on page 33, "Logistics Segment" on page 34 and "Other" on page 34 for a discussion of net sales.

Sales to DaimlerChrysler accounted for 29.4% and 31.6% and Ford accounted for 27.7% and 29.6% of our revenues for the years ended December 31, 1998 and 1999, respectively.

Gross Profit. Gross profit increased $36.6 million, or 45.9%, to $116.4 million in 1999 from $79.8 million in 1998. Excluding special charges of $1.3 million and $3.0 million recorded in 1998 and 1999, respectively, and non-recurring costs of $9.6 million recorded in 1998, gross profit increased $28.7 million, or 31.6%, during 1999 as compared to 1998. As a percentage of net sales, gross profit before non-recurring costs and special charges increased to 32.6% in 1999 from 30.2% in 1998. The increase in gross profit was principally due to the increased volume of sales in the Drivetrain Remanufacturing and Logistics segments and associated operating leverage.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $9.2 million, or 19.4%, to $56.7 million in 1999 from $47.5 million in 1998. Excluding non-recurring costs of $1.3 million recorded in 1998, these expenses increased $10.5 million during 1999 as compared to 1998 and as a percentage of net sales increased slightly to 15.5% in 1999 from 15.4% in 1998. This increase was due primarily to an increase in expense supporting increased sales volume and growth initiatives in the Logistics segment, a full year of expense related to the Autocraft acquisition and an increase in costs associated with an increase in our independent aftermarket engine business distribution network.

Amortization of Intangible Assets. Amortization of intangible assets increased $.5 million, or 10.0%, to $5.5 million in 1999 from $5.0 million in 1998. The increase is primarily attributable to a full year of amortization for the Autocraft acquisition.

Special Charges. During 1998, we recorded $6.7 million of special charges, of which $1.3 million was included as a component of cost of sales. These charges consisted of $2.4 million related to a state's interpretation of its tax law that subjected a portion of the Drivetrain Remanufacturing segment's operations over the past four years to a state tax for the first time, $2.2 million in restructuring costs consisting principally of employee severance costs and other exit costs and $2.1 million of idle facility costs.

During 1999, we recorded $7.3 million of special charges, of which $3.0 million was included as a component of cost of sales. These charges consisted of $3.3 million of costs associated with the narrowing of the product offering of our independent aftermarket engine business, $2.6 million of severance and other costs related to the reorganization of management functions, $.8 million of costs to exit a plant within our Drivetrain Remanufacturing segment, and $.6 million of severance, exit and other costs related to our Logistics segment.

Income from Operations. Principally as a result of the factors described above, income from operations increased $27.8 million, or 126.4%, to $49.8 million in 1999 from $22.0 million in 1998. Excluding non-recurring costs of $10.9 million recorded in 1998 and special charges of $6.7 million and $7.3 million recorded in each of 1998 and 1999, respectively, income from operations increased $17.5 million during 1999 as compared to 1998. As a percentage of net sales, income from operations before non-recurring costs and special charges increased to 15.6% from 13.2% between the two periods.

Interest Expense and Other, Net. Interest expense and other, net increased $1.4 million, or 6.4%, to $23.3 million in 1999 from $21.9 million in 1998. The increase primarily resulted from a full year of borrowing under our $120.0 million term loan credit facility in March 1998 to finance the Autocraft acquisition.

Extraordinary Items. In 1998, an extraordinary item in the amount of $.7 million ($1.2 million before related income tax benefit of $.5 million) was recorded. This amount consisted of a $.4 million charge for the write-off of previously capitalized debt issuance costs in connection with the termination of our previous revolving credit facility and a $.3 million charge resulting from the repurchase of $9.6 million in principal amount of the senior subordinated notes in open market transactions.

Drivetrain Remanufacturing Segment

The following table presents net sales, special charges and segment profit expressed in millions of dollars and as a percentage of net sales:

	Year Ended December 31,
	1998				1999
Net sales	$	232.3	100.0	%	$	268.9	100.0	%

Special charges	$	2.4	1.0	%	$	1.0	.4	%

Segment profit	$	24.5	10.5	%	$	50.5	18.8	%

Net Sales. Net sales increased $36.6 million, or 15.8%, to $268.9 million in 1999 from $232.3 million in 1998. On a pro forma basis, as if the Autocraft acquisition and the sale of Mascot had taken place on January 1, 1998, net sales would have increased $23.2 million, or 9.5%, to $268.2 million in 1999 from $245.0 million in 1998. The increase was primarily due to increased sales of remanufactured transmissions to DaimlerChrysler and Ford, partially offset by a decrease in sales volume of engines and related parts in the segment's European operations. Sales to DaimlerChrysler accounted for 29.4% and 31.6% of our revenues (37.6% and 42.0% of segment revenues) in 1998 and 1999, respectively. Sales to Ford accounted for 27.7% and 29.6% of our revenues (33.2% and 36.8% of segment revenues) in 1998 and 1999, respectively.

Special Charges. The Drivetrain Remanufacturing segment recorded $1.0 million of special charges in 1999. These charges consisted of severance and plant exit costs.

The Drivetrain Remanufacturing segment recorded $2.4 million of special charges in 1998 relating to a state's interpretation of its tax law that subjected a portion of the segment's operations over the past four years to a state tax for the first time.

Segment Profit. Segment profit increased $26.0 million, or 106.1%, to $50.5 million (18.8% of segment net sales) in 1999 from $24.5 million (10.5% of segment net sales) in 1998. Excluding special charges of $1.0 million and $2.4 million in 1999 and 1998, respectively, and non-recurring costs of $10.2 million recorded in 1998, segment profit would have increased $14.4 million, or 38.8%, to $51.5 million (19.2% of segment net sales) in 1999 from $37.1 million (16.0% of segment net sales) in 1998. The

increase was primarily the result of increased sales volume, associated operating leverage and yield on remanufactured transmissions.

Logistics Segment

The following table presents net sales, special charges and segment profit expressed in millions of dollars and as a percentage of net sales:

	Year Ended December 31,
	1998				1999
Net sales	$	40.3	100.0	%	$	59.1	100.0	%

Special charges	$	—	—	%	$	.6	1.0	%

Segment profit	$	3.4	8.4	%	$	7.7	13.0	%

Net Sales. Net sales increased $18.8 million, or 46.7%, to $59.1 million in 1999 from $40.3 million in 1998. On a pro forma basis, as if the Autocraft acquisition had taken place on January 1, 1998, net sales would have increased $11.1 million, or 23.1%, from $48.0 million in 1998. This increase was primarily attributable to an increase in sales for value added warehouse and distribution services, driven by the strong growth in the market for cellular phones and services. Sales to AT&T Wireless accounted for 27.6% and 38.9% of segment revenues in 1998 and 1999, respectively.

Special Charges. Special charges recorded during 1999 of $.6 million relate to facility exit and other costs in the Electronics business unit.

Segment Profit. Segment profit increased $4.3 million, or 126.5%, to $7.7 million in 1999 from $3.4 million in 1998. Excluding special charges of $.6 million in 1999, segment profit in 1999 would have increased $4.9 million, or 144.1%, to $8.3 million in 1999 from $3.4 million in 1998. The increase was primarily the result of the additional sales volume described above, partially offset by an increase in costs in the Logistics Services business unit associated with enhancements to our information systems to support future growth.

Other

The following table presents net sales, special charges and segment loss for the independent aftermarket engine business expressed in millions of dollars and as a percentage of net sales:

	Year Ended December 31,
	1998					1999
Net sales	$	28.1		100.0	%	$	37.5		100.0	%

Special charges	$	2.7		9.6	%	$	3.3		8.8	%

Segment loss	$	(4.2	)	(14.9	)%	$	(6.0	)	(16.0	)%

Net Sales. Net sales increased $9.4 million, or 33.5%, to $37.5 million for the year ended December 31, 1999 from $28.1 million in 1998. This increase was attributable to an expansion of our branch distribution network.

Special Charges. The independent aftermarket engine business recorded $2.7 million of special charges during 1998 primarily related to idle facility and consolidation costs and $3.3 million of special charges during 1999 associated with the narrowing of our product offering.

Segment Loss. Segment loss increased $1.8 million, to $6.0 million for the year ended December 31, 1999 from $4.2 million in 1998. Before special charges, segment loss increased $1.2 million, or 80%, to $2.7 million in 1999 from $1.5 million in 1998. This increase was primarily the result of increased costs associated with the expansion of the branch distribution network in this business.

Liquidity and Capital Resources

Cash Flow & Capital Expenditures

Cash flows for the nine months ended September 30, 2001

We had total cash and cash equivalents on hand of $.4 million at September 30, 2001. Net cash provided by operating activities from continuing operations was $13.1 million for the nine-month period then ended. Net cash used in investing activities from continuing operations of $13.8 million included $10.2 million of equipment purchases and facility improvements and the $3.7 million net working capital adjustment to the purchase price of the Distribution Group. Net cash provided by financing activities of $1.4 million included net borrowings of $4.6 million made on our credit facility partially offset by $2.3 million of common stock purchased for treasury, $.5 million of payments on capital lease obligations and $.5 million in payment of amounts due to sellers of acquired companies.

During the first nine months of 2001, we invested a total of $12.4 million (including $2.2 million under capital leases) of our 2001 capital expenditure budget of $15.0 million. These capital expenditures were primarily for information technology infrastructure in the Drivetrain Remanufacturing and Logistics segments and for remanufacturing equipment to support cost reduction initiatives and capacity expansion.

Cash flows for the year ended December 31, 2000

We had total cash and cash equivalents on hand of $2.0 million at December 31, 2000, representing a net decrease in cash and cash equivalents of $6.4 million in 2000. Net cash provided by operating activities from continuing operations was $43.5 million in 2000. During 2000, we entered into an agreement with one of our Drivetrain Remanufacturing customers to rework a specified number of transmission units. The terms of this agreement were intended to match cash inflows and outflows associated with the transfer of inventories; however, timing differences existed at December 31, 2000. As a result, our balance sheet at December 31, 2000 reflects accounts receivable of $4.7 million, inventories of $6.8 million and accounts payable of $19.5 million associated with this program. Net cash provided by investing activities from continuing operations was $48.5 million for the year, including $60.1 million from the sale of the Distribution Group partially offset by $11.7 million in capital expenditures, primarily for equipment purchases and leasehold improvements. Net cash used in financing activities of $82.1 million includes net payments of $79.9 million made on our credit facility, $1.2 million in payment of amounts due to former owners of acquired companies and $.5 million of net payments made on the Canadian bank line of credit, partially offset by $.4 million of proceeds from the exercise of stock options. In conjunction with the sale of Distribution Group, our Canadian bank line of credit was paid off in full in October 2000.

Our capital expenditures from continuing operations in 2000 were $11.7 million, consisting of:

•: $5.5 million primarily related to computer systems and machinery and equipment to support growth initiatives in the Logistics segment;
•: $5.2 million for additional transmission remanufacturing and test equipment and other improvements to support planned increases in production capacity and efficiencies in a number of our remanufacturing plants within our Drivetrain Remanufacturing segment; and
•: $1.0 million primarily related to equipment to support growth in our overall infrastructure.

Liquidity and Capital Resources—Other

For 2002, we have budgeted $20.0 million for capital expenditures for remanufacturing equipment to support cost reduction initiatives and capacity expansion as well as to support growth initiatives in our Logistics segment.

Under the terms of our 1997 acquisition of ATS Remanufacturing (which remanufactures transmissions for General Motors), we are required to make payments to the seller and to other key individuals on each of the first 14 anniversaries of the closing date. Through September 30, 2001, we had made $4.4 million of these payments. Substantially all of the remaining 10 payments, which aggregate to approximately $14.6 million (present value of $12.9 million as of September 30, 2001), are contingent upon the attainment of sales levels by ATS, which we believe have a substantial likelihood of being attained.

Financing

We raised total net proceeds of $61.6 million in our initial public offering and concurrent private placement of common stock in December 1996 and an additional $47.9 million in a secondary offering in October 1997. From our inception in July 1994 to December 1996, we funded our operations and investments in property and equipment, including acquisitions, through the issuance of senior subordinated notes totaling $162.4 million, the private sale of preferred stock of $20.0 million and common stock of $20.0 million, and to a lesser extent through cash provided by operating activities and revolving bank lines. In December 1996, the preferred stock and $40.0 million in principal amount of the senior subordinated notes were redeemed with proceeds from the initial public offering. The net proceeds from the 1997 secondary offering were used to repay borrowings under our credit facility. In September and October 1998, we redeemed $2.2 million and $7.4 million, respectively, in principal amount of the senior subordinated notes, with borrowings under our credit facility.

We have an existing senior credit facility with a bank syndicate led by J.P. Morgan Chase comprised of a term loan with $29.4 million outstanding at December 31, 2001 and a $100.0 million revolving credit facility with $45.8 million outstanding. Our existing credit facility is available to finance our working capital requirements, future acquisitions and other general corporate needs, and will expire in December 2003. Borrowings under the term loan portion of the existing facility are payable in quarterly installments through December 31, 2003. At December 31, 2001, $45.8 million of borrowings and $5.0 million in letters of credit were outstanding under the revolving portion of our credit facility.

Our existing credit facility's rate of interest is determined at either the Alternate Base Rate plus a specified margin or the Eurodollar Rate plus a specified margin. The "Alternate Base Rate" is equal to the highest of J.P. Morgan Chase's prime rate, the secondary market rate for three-month certificates of deposit plus 1.0% and the federal funds rate, plus .5%, in each case as in effect from time to time. The "Eurodollar Rate" is the rate offered by J.P. Morgan Chase for Eurodollar deposits for one, two, three, six or, if available by all lenders, nine months (as selected by us) in the interbank Eurodollar market. The applicable margins for both Alternate Base Rate and Eurodollar Rate loans are subject to a quarterly adjustment based on our leverage ratio as of the end of the four fiscal quarters then completed. At December 31, 2001, the Alternate Base Rate margin was .25% and the Eurodollar margin was 1.75%.

Amounts advanced under our existing credit facility are guaranteed by all of our domestic subsidiaries and secured by substantially all of our and our subsidiaries' assets. Our existing credit facility contains several covenants, including ones that require us to maintain specified levels of net worth, leverage and cash flow coverage and others that limit our ability to incur indebtedness, make capital expenditures, create liens, engage in mergers and consolidations, make restricted payments (including dividends), sell assets, make investments, enter new businesses and engage in transactions with our affiliates and affiliates of our subsidiaries. At December 31, 2001 we were in compliance with such covenants.

During the year ended December 31 2001, we entered into a revolving credit agreement with HSBC Bank Plc, providing £1.0 million to finance the working capital requirements of our U.K. subsidiary. Amounts advanced are secured by substantially all assets of the U.K. subsidiary. In addition, HSBC Bank may at any time demand repayment of all sums owing. Interest is payable monthly at the HSBC Bank prime lending rate plus 1.50%. As of December 31, 2001, there were no amounts outstanding under this line of credit.

Additionally, at December 31, 2001 there were approximately $110.9 million of the 12% senior subordinated notes outstanding. The indentures under which the senior subordinated notes were issued contain covenants that, among other things, limit our ability to incur additional indebtedness. As of December 31, 2001, we were in compliance with these covenants and believe that we will be able to comply with these covenants in the future.

As of December 31, 2000, we had approximately $109 million in federal and state net operating loss carryforwards available as an offset to future taxable income.

We believe that cash on hand, cash flow from operations and existing borrowing capacity will be sufficient to fund our ongoing operations and our budgeted capital expenditures. In pursuing future acquisitions, we will continue to consider the effect that any such acquisition costs may have on our liquidity. In order to consummate such acquisitions, we may need to seek additional capital through borrowings or equity financing.

On February 8, 2002, we executed a credit agreement and a related security agreement in connection with a new credit facility with J.P. Morgan Securities Inc., JPMorgan Chase Bank and Credit Suisse First Boston, as agents, and other lenders. The new credit facility provides for $75.0 million of term loans payable in increasing amounts over a five-year period and $95.0 million of term loans payable primarily in the sixth year and a five-year revolving credit facility of $50.0 million. The new credit facility also provides for an additional optional term loan of up to $100.0 million, subject to certain conditions including the receipt from one or more lenders of the additional commitments that may be requested. The extensions of credit by the lenders pursuant to the new credit facility are subject to various conditions. If these conditions are satisfied, we expect that the closing under the new credit facility will occur in conjunction with the closing of the public offering. The closing under the new credit facility is not a condition to the closing of the public offering. If we close the new credit facility, we intend to use the proceeds of the new credit facility to purchase or redeem our remaining senior subordinated notes and to retire our existing credit facility, as well as for working capital and general corporate purposes. If we do not close the new credit facility, we still intend to purchase or redeem the senior subordinated notes. We expect to incur an extraordinary charge for the write-off of previously capitalized debt issuance costs of approximately $3.3 million in connection with the replacement of our existing credit facility and the retirement of our senior subordinated notes.

The interest rate for the loans under our new credit facility will be determined at either an Alternate Base Rate plus a specified margin or a Eurodollar Rate plus a specified margin. The margins for the $75.0 million term loan and the $50.0 million revolving facility that will apply to Alternate Base Rate loans and Eurodollar Rate loans are 1.25% and 2.25%, respectively. For the $95.0 million term loan, the margins for Alternate Base Rate loans and Eurodollar Rate loans are 2.00% and 3.00%, respectively. The new credit facility provides that the applicable margins will be adjusted from time to time based on our leverage ratio as of the end of the four fiscal quarters then completed. The interest rates for the optional $100.0 million term loan will be determined at the time such loans are provided.

Amounts to be advanced under our new credit facility will be guaranteed by all of our domestic subsidiaries and secured by substantially all of our and our subsidiaries' assets. Our new credit facility contains several covenants, including ones that require us to maintain specified levels of net worth, leverage and cash flow coverage and others that limit our ability to incur indebtedness, make capital expenditures, create liens, engage in mergers and consolidations, make restricted payments (including

dividends), sell assets, make investments, enter new businesses and engage in transactions with our affiliates and affiliates of our subsidiaries.

Impact of New Accounting Standards

In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets.

SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method is no longer permitted. SFAS No. 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination that is completed after June 30, 2001.

SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived intangible assets. Instead, these assets must be reviewed annually (or more frequently under specified conditions) for impairment in accordance with this statement. This impairment test uses a fair value approach rather than the undiscounted cash flows approach previously required by SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Intangible assets that do not have indefinite lives will continue to be amortized over their useful lives and reviewed for impairment in accordance with SFAS No. 121. We are required to adopt SFAS No. 142 effective January 1, 2002.

Quantitative And Qualitative Disclosures About Market Risk

Derivative Financial Instruments. We do not hold or issue derivative financial instruments for trading purposes. We use derivative financial instruments to manage our exposure to fluctuations in interest rates. Neither the aggregate value of these derivative financial instruments nor the market risk posed by them is material to our business. We use interest rate swaps to convert variable rate debt to fixed rate debt to reduce volatility risk. For additional discussion regarding our use of such instruments, see Note 14 of "Notes to Consolidated Financial Statements."

Interest Rate Exposure. Based on our overall interest rate exposure during the year ended December 31, 2000, and the nine months ended September 30, 2001 and assuming similar interest rate volatility in the future, a near-term (12 months) change in interest rates would not materially affect our consolidated financial position, results of operations or cash flows. Interest rate movements of 10% would not have a material effect on our financial position, results of operations or cash flows.

Foreign Exchange Exposure. We have one foreign operation that exposes us to translation risk when the local currency financial statements are translated to U.S. dollars. Since changes in translation risk are reported as adjustments to stockholders' equity, a 10% change in the foreign exchange rate would not have a material effect on our financial position, results of operations or cash flows.

Inflation; Lack of Seasonality

Although we are subject to the effects of changing prices, the impact of inflation has not been a significant factor in results of operations for the periods presented. In some circumstances, market conditions or customer expectations may prevent us from increasing the prices of our products to offset the inflationary pressures that may increase our costs in the future. Historically, there has been little aggregate seasonal fluctuation in our business.

Environmental Matters

See "Business—Environmental" on page 49 for a discussion of environmental matters relating to us.

BUSINESS

Overview

Our Drivetrain Remanufacturing business sells factory-approved remanufactured drivetrain products directly to automobile manufacturers, or OEMs. Our Drivetrain business products consist principally of remanufactured transmissions and also include remanufactured torque converters, valve bodies and engines. The OEMs primarily use the remanufactured products as replacement parts for their domestic dealers during the warranty and post-warranty periods following the sale of a vehicle. Remanufactured products offer several advantages to customers relative to comparable rebuilt products. Generally, remanufactured products are lower cost, are of higher quality consistency and have shorter delivery times. Our principal customers for remanufactured transmissions are DaimlerChrysler Corporation, Ford Motor Company, General Motors Corporation and a number of foreign OEMs. In addition, our Drivetrain business sells select remanufactured engines to several European OEMs.

Our Logistics business consists of three operating units: Logistics Services, a provider of value added warehouse and distribution services, turnkey order fulfillment and information services for AT&T Wireless Services; Material Recovery, a provider of returned material reclamation and disposition services and management services for failed components, commonly referred to as cores, primarily to Ford and, to a lesser extent, General Motors; and Autocraft Electronics, an automotive electronic remanufacturing and distribution business. Services within our Logistics business are designed to meet the specialized needs of our customers.

The logistics industry has evolved over the last 20 years due to dramatic improvements in technology and increased demand in customer service requirements. Growth in our logistics business with AT&T Wireless is primarily dependent on cellular telephone handset demand and AT&T Wireless' share of new cellular telephone sales volume. Our logistics business benefits from upgrades in cellular telephone technology through increased replacement demand for more advanced handsets, from any increases in the number of AT&T Wireless subscribers and from any expansion of our service offering with AT&T Wireless. Because we do not take actual ownership of our cellular telephone inventory, we do not face the risk of inventory obsolescence. Other growth drivers within our Logistics business include our ability to leverage our expertise in logistics in other industries. For the year ended December 31, 2001, revenue from our Logistics business was $105.2 million, or 27% of our total revenue, of which AT&T Wireless accounted for 66%.

Industry Background

Automotive Aftermarket

The automotive aftermarket in the United States, which consists of sales of parts and services for vehicles after their original purchase, has been largely non-cyclical and has generally experienced steady growth over the past nine years, unlike the market for new vehicle sales. According to materials published by the Automotive Aftermarket Industry Association, between 1991 and 2000 (the most recent period for which data is available), estimated U.S. automotive aftermarket sales increased from approximately $101.8 billion to $168.4 billion. This consistent growth is due principally to the increase in the number of vehicles in operation, the increase in the average age of vehicles, and the increase in the average number of miles driven per vehicle. According to these same materials, the aftermarket segment for drivetrain parts is estimated to have been $5.5 billion in 2000. We believe that within this segment, the market for remanufactured drivetrain products has grown faster than the overall automotive aftermarket.

Remanufacturing Process

Remanufacturing is a process through which used assemblies are returned to a central facility where they are disassembled and their component parts are cleaned, refurbished and tested. The usable component parts are then combined with new parts in a high volume, precision assembly line or cellular manufacturing process to create remanufactured assemblies.

When an assembly such as a transmission or engine fails, there are generally three alternatives available to return the vehicle to operating condition. The dealer or independent repair shop may:

•: remove the assembly, disassemble it into its component pieces, replace worn or broken parts with remanufactured or new components, and reinstall the assembly in the vehicle;
•: replace the assembly with an assembly from a remanufacturer such as us; or
•: in rare instances, replace the assembly with a new assembly manufactured by the OEM.

In our remanufacturing operations, we obtain used transmissions, engines and related components, commonly known as cores, from the OEMs. We then sort the cores by vehicle make and model and either place them into immediate production or store them until needed. In the remanufacturing process, we evaluate the cores, disassemble them into their component parts and clean, refurbish and test the components that can be incorporated into the remanufactured product. We replace components that we determine to be not reusable or repairable with other remanufactured or new components. We conduct inspection and testing at various stages of the remanufacturing process, and we test each finished assembly on equipment designed to simulate performance under operating conditions. After testing, we generally package completed products for immediate delivery.

There are four primary benefits of using remanufactured components in repair of vehicles:

•: First, costs to the OEM associated with remanufactured assemblies generally are substantially less than new or dealer-rebuilt assemblies due to our use of high volume manufacturing techniques and salvage methods that enable us to refurbish and reuse a high percentage of original components, as well as our lower cost of production. The cost savings produced by remanufactured assemblies helps the OEMs manage their warranty expenses.
•: Second, remanufactured assemblies are generally of consistent high quality due to the precision manufacturing techniques, technical upgrades and rigorous inspection and testing procedures we employ in remanufacturing. By contrast, the quality of rebuilt assemblies generally is less consistent because it is heavily dependent on the skill level of the particular mechanic as well as the availability of adequate tooling and testing equipment. In addition, the proliferation of transmission and engine

designs, the increasing complexity of transmissions and engines that incorporate electronic components and the shortage of highly trained mechanics qualified to rebuild assemblies are leading to what management believes is a trend toward the use of remanufactured assemblies for aftermarket repairs. For warranty repairs, consistent quality is important to the OEM providing the applicable warranty, because once installed, the remanufactured product is usually covered by the OEM's warranty for the balance of the original warranty period.

•: Third, replacement of a component with a remanufactured component generally takes considerably less time than the time needed to rebuild the component, thereby significantly reducing the time the vehicle is at the dealer or repair shop and allows the dealer and repair shops to increase their volume of business.
•: Fourth, the environmental benefits of remanufacturing may be significant to OEMs. Remanufacturing in our facilities, when compared to rebuilding at various dealers, generally results in a more efficient re-utilization of parts and a more controlled recycling of scrap materials and excess fluids. This in turn leads to associated cost savings. We estimate that we annually re-process thousands of tons of materials that would otherwise have been discarded.

We believe that because of this combination of high quality, low cost and efficiency, the use of remanufactured assemblies for repairs is growing compared to the use of new or rebuilt assemblies.

Logistics Industry

Logistics can generally be defined as the management and transportation of materials and inventory throughout the supply chain as well as the provision of value added services such as assembly, packaging, programming and testing. The logistics industry has evolved over the last 20 years due to dramatic improvements in technology and increased demand in customer service requirements. As companies' logistics decisions involve greater emphasis on cost efficiency and increased focus on core competencies, companies are increasingly reevaluating their in-house logistics functions. Many companies have decided to outsource the management of all or part of their supply chain as a means to reduce costs, increase asset and labor flexibility and improve customer service. As a result, third-party logistics providers have become extensively involved in the full range of customer supply chain functions. The operational efficiencies of a third-party provider enable companies to reduce investments in facilities, information technology, inventory and personnel. Third-party services include order fulfillment, product labeling and packaging, inventory and warehouse management, product return and repair, reverse logistics and the actual physical movement of goods.

The market for third party logistics providers is highly fragmented. According to Armstrong & Associates, Inc., the third party logistics market in 2000 was estimated to be $56.4 billion. Approximately $20.4 billion, or 36% of the estimated third party logistics market in 2000, represents value added warehouse and distribution services. This segment of the estimated third party logistics market grew by approximately 23% in 2000. The majority of our Logistics business with AT&T Wireless includes value added warehouse and distribution services.

Logistics Process

Our logistics process is determined in close consultation with our customers. For instance, for AT&T Wireless, our supply chain management services include warehousing, picking, packing, shipping and delivery of wireless handsets, including wireless data devices, and accessories. Our integrated logistics services include inventory management, private labeling, kitting and customized packaging, the management and distribution of time sensitive marketing materials and product warranty and returns processing.

Our Competitive Strengths

We believe our core competencies include the following factors:

Our Remanufacturing Technology

We specialize in volume remanufacturing of high-quality automotive transmissions, torque converters, engine long blocks and automotive electronics. Our remanufacturing process is completed by testing products using state-of-the-art equipment such as sophisticated test stands that enable us to replicate OEM test procedures.

Our High Quality Products with a Sound ISO Quality Foundation

Our remanufactured products are of consistent high quality due to the precision manufacturing techniques, technical upgrades and rigorous inspection and testing procedures employed in remanufacturing. We are dedicated to upholding the quality of our customers' products and hold QS 9000 Certification, ISO-9002 Certification and Ford's Q1 Certification.

Our Fulfillment and Customer Service Capabilities

Our Logistics business provides high-speed, same day, technology driven fulfillment. Our logistics approach involves our team of specialists who work with the client to understand deliverables, understand communication points within the supply chain, design solutions, establish operational and business metrics, eliminate waste and improve efficiencies.

Our Information Technology Management and Response Skills

In our Logistics business, we use state-of-the-art software and computer systems to meet customers' needs in product security and confidentiality, product qualification and identification, inventory management, interactive electronic communication, authorized product sales and commodity recycling, as well as providing customers with solutions for their supply chain management, reverse logistics, product tracking and product history needs, while maintaining service and quality levels.

Our Customer Relationships

In recognition of our consistently high level of service and product quality throughout our relationship with DaimlerChrysler, in each of the eight years prior to and including 2000, we have received the highest award bestowed by Chrysler to its suppliers for which we were eligible. Additionally, over the past two years, we have strengthened our relationship with many other of our customers, as evidenced by the award of new business with Ford, Jaguar, Isuzu, Kia and General Motors. To strengthen our customer relationships and improve all aspects of customer service and operations, we have implemented our "Lean and Continuous Improvement" and "Customer Delight" programs. Under these programs, we have installed a number of training and operating initiatives aimed at improving efficiency and productivity.

Our Growth Strategies

Our strategy is to be a world-class provider of remanufacturing and logistics products and services. We are pursuing the following growth strategies:

•: increasing sales to existing customers;
•: introducing new products;
•: establishing new customer relationships; and
•: pursuing potential future acquisitions.

Increasing Sales to Existing Customers

Drivetrain Customers. We intend to increase our business with our existing Drivetrain customers by working with OEMs to increase dealer utilization of remanufactured transmissions in both the warranty and post-warranty periods. We are working in tandem with OEMs to highlight to dealers the quality and cost advantages of using remanufactured assemblies versus rebuilding. We are also working with OEMs to reduce the lag time prior to the introduction of a remanufacturing program for new transmission models and model years. In addition, the post-warranty repair market, which we believe is significantly larger than the OEM dealer warranty repair market, presents a growth opportunity. We believe that most post-warranty repairs are performed by aftermarket repair specialists rather than by OEM dealers. Given the relatively low cost and high quality of remanufactured components, OEM dealers may enhance their cost competitiveness, when compared to independent service centers, through the increased use of remanufactured components as well as providing end customers with a high quality product. To the extent that OEM dealers increase their level of post-warranty repairs, we are well positioned, given our existing OEM relationships, to capitalize on this market growth.

Logistics Customers. We intend to increase penetration of our existing Logistics businesss customer base by broadening our offering of Logistics products and services and by marketing our core competencies as solutions to our customers' needs. In 2000, AT&T Wireless awarded us additional programs covering the packaging and distribution of cellular telephone accessories and the distribution of point-of-sale and other marketing materials. Also, in September 2001, Ford awarded us additional logistics business related to the control and management of Ford core inventory supporting Ford's remanufactured products for automobiles and light trucks in North America.

Introducing New Products

Drivetrain Business. We continue to work with our OEM customers to identify additional remanufactured products and services where we can provide value to the OEM. In this way, we believe that we will be able to leverage our customer relationships and remanufacturing competency. In 2000, Ford selected us to supply remanufactured transmissions for use in Ford's new Focus, and to supply a new line of Motorcraft—branded remanufactured transmissions. In 2001, Chrysler awarded us new contracts for remanufacturing torque converters and valve bodies.

Logistics Business. We also intend to leverage our core competencies in logistics and electronics remanufacturing by working with our existing and new customers to identify products and services where we can add value in satisfaction of our customers' needs. General Motors has awarded us a pilot national material recovery program.

Establishing New Customer Relationships

Drivetrain Customers. We believe that opportunities for growth exist with select foreign OEMs regarding United States—based remanufacturing programs. We believe that this represents an opportunity for growth and we are currently working to develop programs with these OEMs. In October 2001, Saturn Corporation awarded us a contract to remanufacture transmissions, valve body assemblies and pump assemblies.

We also look to obtain new customers for our drivetrain products in the independent aftermarket. In July 2001, we began a program with the National AAMCO Dealers Association, which represents most of the AAMCO dealers across the United States. Under this program, we provide select remanufactured domestic transmissions to AAMCO dealers. These dealers currently face a shrinking base of technicians who are qualified to work with the increasing number of transmission types and their increasing technological complexity. Through this program, we provide various incentives for dealers to purchase remanufactured transmissions directly from us. We believe that the AAMCO dealers represent a substantial portion of the post-warranty transmission repair market in the United States.

Logistics Customers. We plan to leverage our existing relationships with automobile OEMs into new logistics customer relationships. We believe that our logistics services business should be attractive to new customers who recognize that outsourcing this function will enable them to both focus on their core competencies and have an efficient product distribution system. We also believe that the ability to sell product via Internet auctions, as well as cost savings and environmental benefits provided by our material recovery business, will be attractive to other OEMs. In June 2001, Mazda North America Operations awarded us a logistics pilot program contract under which we will harvest and consolidate used or excess product and then ship it to Mazda authorized dealers.

Pursuing Future Acquisitions

An important element of our growth strategy is the acquisition and integration of complementary businesses in order to broaden product offerings, capture market share and improve profitability. We have made various acquisitions in the past and, to the extent suitable acquisition candidates, acquisition terms and financing are available, we intend to make acquisitions in the future. We currently expect that there may be more acquisition opportunities available in the logistics industry than the automotive drivetrain remanufacturing industry.

Our Drivetrain Remanufacturing Business

Our Drivetrain business consists of five operating units that primarily remanufacture and sell transmissions directly to automobile manufacturers. Drivetrain segment sales accounted for 77.3%, 73.6%, 68.3% and 67.7% of our 1998, 1999, 2000 and 2001 revenues, respectively.

We remanufacture factory-approved transmissions for warranty and post-warranty replacement of transmissions for DaimlerChrysler, Ford, General Motors and several foreign OEMs, including Mitsubishi, Isuzu, Subaru and Kia, primarily for their United States dealer networks, and Hyundai for its Canadian network. The number of transmission models we remanufacture has been increasing to accommodate the greater number of models currently used in vehicles manufactured by our OEM customers.

We operate a facility in England that remanufactures factory-approved engines for several European OEMs, including Jaguar and the European divisions of Ford and General Motors. These engines are used for warranty and post-warranty replacement. The facility in England also does assembly and modification of new production engines for a number of our OEM customers.

Our largest Drivetrain segment customers are DaimlerChrysler and Ford, to whom we primarily supply remanufactured transmissions for use in Chrysler and Ford automobiles and light trucks. Additionally, we provide remanufactured components to several other OEMs including transmissions to General Motors, Kia, Mitsubishi, Subaru and Isuzu and engines to Jaguar, Land Rover, Aston Martin and the European divisions of Ford and General Motors. In general, the OEMs retain ownership of cores. We generally sell products to each OEM pursuant to supply arrangements for individual transmission or engine models, which supply arrangements typically may be terminated by the OEM on 90 days notice or less.

Historically, we have developed and maintained strong relationships at many levels in both the corporate and factory organizations of the Chrysler division of DaimlerChrysler. In recognition of our consistently high level of service and product quality throughout our relationship with DaimlerChrysler, in each of the eight years prior to and including 2000, we have received the highest award bestowed by Chrysler to its suppliers for which we were eligible. We are one of a select group of Chrysler's suppliers to receive these awards for the eight-year period. Additionally, over the past two years, we have strengthened our relationships with many of our other Drivetrain customers, as evidenced by the award of new business with Ford, Jaguar, Isuzu and General Motors. In February 2001, we received an award from Ford for "Dedication to Customer Satisfaction."

All of our facilities that remanufacture transmissions have QS-9000 certification, a complete quality management system developed for manufacturers who subscribe to the ISO 9002 quality standards. The system is designed to help suppliers, such as us, develop a quality system that emphasizes defect prevention and continuous improvement in manufacturing processes. Ford has also awarded us its Q1 quality certification.

DaimlerChrysler began implementing remanufacturing programs for its Chrysler transmission models in 1986 and has utilized us as its sole supplier of remanufactured transmissions since 1989. DaimlerChrysler has advised us that, by implementing a remanufacturing program for Chrysler vehicles, DaimlerChrysler has realized substantial warranty cost savings, standardized the quality of its dealers' aftermarket repairs and reduced its own inventory of replacement parts. We presently do not provide remanufactured transmissions or other components to DaimlerChrysler's Mercedes Benz division.

We began remanufacturing transmissions for Ford in 1989 and for General Motors in 1985. We believe that we are the largest provider of remanufactured transmissions to Ford for automobiles and light trucks in North America and we are one of three suppliers of remanufactured transmissions to General Motors.

Our Logistics Business

Our Logistics business provides supply chain management to our customers. Our operations consist of a warehouse, distribution and turnkey order fulfillment and information services business, an automotive electronic parts remanufacturing and distribution business and a material recovery parts processing, or reverse logistics, and Internet-based auction business. We acquired our Logistics business as part of the Autocraft acquisition in 1998.

Logistics Customers

AT&T Wireless Services. The logistics services operating unit provides value added warehouse and distribution services, turnkey order fulfillment and information services for AT&T Wireless. As part of our product offering, we provide bulk and direct fulfillment of cellular telephones and accessories to AT&T Wireless subscribers and partners and point-of-sale and other marketing materials to AT&T Wireless partners. We deliver products both to AT&T Wireless retail locations and directly to individuals who order a cellular phone. Our arrangement with AT&T Wireless originally focused primarily on cellular telephones and we then expanded our relationship to include accessories and promotional items. We also provide accessory packaging services and inventory tracking and management and process all warranty-service exchanges. We do not take title to any telephones or accessories and do not reflect any of these items as inventory.

Automotive Electronic Components. The automotive electronic components operating unit remanufactures and distributes radios and instrument and display clusters for General Motors, Delphi and Ford, and remanufactures and distributes various cellular products (e.g.,navigation systems) primarily for Ford and General Motors.

Material Recovery. We provide returned material reclamation and disposition services to assist automobile OEMs with the management of their dealer parts inventory, thereby reducing the OEMs' parts costs and assisting them in being more environmentally responsible. Under this program, dealers send their excess and obsolete parts inventory to our facility in Oklahoma City. We then sort the parts and redistribute the useful parts on behalf of the OEM to other dealers to fill back orders or to the OEM's product distribution centers for restocking. Useful parts that are not needed by other dealers or the OEM distribution centers are sold to remanufacturers, wholesale distributors and other aftermarket customers or through an innovative on-line Internet auction process. Parts that are no longer useful are scrapped and recycled. The parts remain the property of the OEM, and we receive a fee for our redistribution services.

We developed this program primarily with Ford as a way to substantially improve the rate of recycling of automotive parts. As a result of the material recovery program, the number of Ford parts that are sent

to landfills has been significantly reduced. We recently expanded the scope of this business by providing similar services, currently on a more limited scale, to General Motors. We believe that the opportunity to provide material recovery services for other OEMs will arise in the future as OEMs recognize the benefits of this program.

As part of our material recovery program, we have developed an Internet-enabled interactive system that allows an OEM to track the availability, condition and value of core, and to produce dealer credits and facilitate logistics. Our system also allows an OEM and its dealers and vendors to track product on a real time basis and provides system-wide inventory management, cross-docking and product redistribution capabilities.

Competition

In our Drivetrain business, we primarily compete in the market for remanufactured transmissions sold to the automotive aftermarket through the OEM dealer networks. This market, narrowly defined, is one in which the majority of industry supply comes from a limited number of participants. Competition is based primarily on product quality, service, delivery, technical support and price and tends to be split along customer lines. We believe that we have established excellent relationships with our customers and believe we are well positioned to enhance our competitive position by expanding our product line through the development of new products or acquisition of new businesses.

In our Logistics business, we primarily compete in a fragmented market as a niche participant offering a specialized value-added service requiring severe service level requirements. Based on our performance levels, we believe we are well positioned to compete in this market. However, some of our competitors in this segment are larger and have greater financial and other resources.

Corporate History

Since our formation in 1994 at the direction of Aurora Capital Group, we have completed the following acquisitions:

Year	Company	Description		Acquisition Price⁽¹⁾
				(in millions)
1994	Aaron's Automotive Products, Inc.	•	Remanufactures transmissions for DaimlerChrysler	$	113.2
1995	Component Remanufacturing Specialists, Inc.	•	Remanufactures transmissions for several foreign OEMs, including Hyundai, Mitsubishi, Isuzu, Subaru and Kia	$	30.5
1997	ATS Remanufacturing	•	Remanufactures transmissions for General Motors	$	12.9	⁽²⁾
1998	Autocraft	•	Provides value added warehouse and distribution services, turnkey order fulfillment and information services for AT&T Wireless Services	$	121.7
		•	Provides returned material reclamation and disposition services (known as reverse logistics), primarily for Ford and, to a lesser extent, General Motors
		•	Remanufactures transmissions for Ford and remanufactures engines for European operations of Ford, General Motors and Jaguar
		•	Remanufactures and distributes automotive electronic components

(1): Includes transaction fees and related expenses.
(2): Excludes subsequent payments totaling $19 million due on each of the first 14 anniversaries of the closing date, of which a total of $4.4 million has been paid through September 30, 2001.

In August 2000, we adopted a plan to discontinue and sell a segment of our business that we referred to as our independent aftermarket. This independent aftermarket segment consisted of two parts. The first part was the ATC Distribution Group, Inc., which sold transmission parts to automotive aftermarket customers such as independent transmission rebuilders, general repair shops, distributors and retail automotive parts stores. This group consisted of various companies that we purchased from 1994 through 1999. We completed the sale of the ATC Distribution Group in October 2000. The ATC Distribution Group has been reflected as discontinued operations in the consolidated financial statements and related discussion and analysis included in this prospectus.

The second part of the segment was the independent aftermarket engine business that remanufactured domestic and foreign engines primarily for sale not to OEMS, as is the case in our Drivetrain business, but instead through a branch distribution network into the independent aftermarket. In preparing this independent aftermarket engine business for sale, we restructured the business by eliminating our branch distribution network and selling directly to customers on an overnight basis from four regional distribution centers in the eastern United States, applying lean manufacturing techniques to improve productivity, reduce manufacturing costs and improve product quality. These efforts returned the independent aftermarket engine business to profitability. However, efforts to identify an interested buyer placing

sufficient value on this business were unsuccessful and we ultimately elected to retain our independent aftermarket engine business.

Employees

As of December 31, 2001, we had approximately 3,400 full-time employees. We believe our employee and labor relations are good. We have not experienced any work stoppage, and none of our employees are members of any labor union.

Environmental

In connection with the acquisition of our subsidiaries, some of which have been subsequently divested or relocated, we conducted certain investigations of these companies' facilities and their compliance with applicable environmental laws. The investigations, which included Phase I assessments by independent consultants of all manufacturing and various distribution facilities, found that a number of these facilities have had or may have had releases of hazardous materials that may require remediation and also may be subject to potential liabilities for contamination from off-site disposal of substances or wastes. These assessments also found that reporting and other regulatory requirements, including waste management procedures, were not or may not have been satisfied. Although there can be no assurance, we believe that, based in part on the investigations conducted, in part on remediation completed prior to or since the acquisitions, and in part on the indemnification provisions of the agreements entered into in connection with our acquisitions, we will not incur any material liabilities relating to these matters.

One of our former subsidiaries, RPM, leased several facilities in Azusa, California located within what is part of the San Gabriel Valley Superfund Site (the Superfund Site). Neither Aftermarket Technology Corp. nor RPM has been named as a Potentially Responsible Party (PRP) for the Superfund Site, but the entity that leased the facilities to RPM has been named as one of approximately nineteen PRPs. Under the Comprehensive Environmental Response Compensation and Liability Act (Superfund), PRPs, which include current and former owners and operators of a contaminated site, as well as persons who sent or transported waste to the site, are responsible for the clean-up of the site and for damage to natural resources caused by contamination at the site. The United States Environmental Protection Agency (EPA) has preliminarily estimated that it will cost between $150 million and $200 million to construct and operate for an indefinite period an interim groundwater remediation system for the portion of the Superfund Site where the leased properties are located. The actual cost of this remediation could vary substantially from this estimate and additional costs associated with the Superfund Site are likely to be assessed. RPM moved all manufacturing operations out of the Superfund Site area in 1995. Since June 1995, RPM's only real property interest in this area has been the lease of a 6000 square foot warehouse. The company that sold us RPM and that company's shareholders indemnified us from liabilities for conditions in existence on or before our acquisition of RPM. There can be no assurance, however, that we would be able to obtain any recovery under this indemnity. Since our acquisition of RPM, we have engaged in negotiations with EPA to settle any liability that RPM may have for the Superfund Site. Although there can be no assurance, we believe that we will not incur any material liability as a result of RPM's lease of properties within the Superfund Site.

In connection with the October 2000 sale of our Distribution Group, we have agreed to indemnify the buyer against environmental liability at former Distribution Group facilities that had been closed prior to

the Distribution Group sale, including the former facilities in Azusa, California within the Superfund site mentioned above and former manufacturing facilities in Mexicali, Mexico and Dayton, Ohio. We also agreed to indemnify the buyer against any other environmental liability of the Distribution Group relating to periods prior to the closing of the Distribution Group sale. Our indemnification obligations to the buyer are, in most cases, subject to a $750,000 deductible and a $12.0 million cap except with respect to closed facilities.

Properties

We conduct our business from the following facilities:

Location	Approximate Sq. Feet	Lease Expiration Date	Products Produced/ Services Provided
Joplin, MO	264,000	2008	transmissions and transfer cases⁽¹⁾
Springfield, MO	280,800	2004	transmissions⁽¹⁾
Springfield, MO	200,000	2006	engines
Gastonia, NC	130,000	2002	transmissions and valve bodies⁽¹⁾
Mahwah, NJ	160,000	2003	transmissions, transfer cases and assorted components⁽¹⁾
Oklahoma City, OK	98,000	owned	returned material reclamation and disposition⁽²⁾
Oklahoma City, OK	207,000	owned	transmissions⁽¹⁾
Carrollton (Dallas), TX	39,000	2006	radios and instrument and display clusters⁽²⁾
Ft. Worth, TX	220,000	2008	cellular phone and accessory distribution⁽²⁾
Ft. Worth, TX	108,000	2005	cellular phone accessory packaging and returns processing⁽²⁾
Houston, TX	50,000	2002	radios⁽²⁾
Grantham, England	120,000	owned	engines and related components⁽¹⁾

(1): This facility is used by the Drivetrain business.
(2): This facility is used by the Logistics business.

We also lease assorted warehouses and space for our corporate offices and computer services centers. We believe that our current facilities are adequate for the current level of our activities. In the event we were to require additional facilities, we believe that we could procure acceptable facilities.

Legal Proceedings

From time to time, we have been, and currently are, involved in various legal proceedings. Management believes that all of our litigation is routine in nature and incidental to the conduct of our business, and that none of our litigation, if determined to be adverse to us, would have a material adverse effect, individually or in the aggregate, on us.

MANAGEMENT

Directors and Executive Officers

The following lists our directors and executive officers and their respective ages and positions as of December 1, 2001:

Name	Age	Positions
Michael T. DuBose	48	Chairman of the Board, President and Chief Executive Officer
Barry C. Kohn	46	Vice President and Chief Financial Officer
Lawrence W. Baker	59	Vice President, Automotive Sales and Marketing
John J. Machota	49	Vice President, Human Resources
Mary T. Ryan	48	Vice President, Communications and Investor Relations
Joseph Salamunovich	42	Vice President, General Counsel and Secretary
Paul J. Komaromy	51	President, Aaron's and CRS
Matt J. Pieper	42	President, ATC Logistics
Robert Anderson	81	Director
Richard R. Crowell	46	Director
Dale F. Frey	69	Director
Mark C. Hardy	38	Director
Dr. Michael J. Hartnett	56	Director
Gerald L. Parsky	59	Director
Richard K. Roeder	53	Director
J. Richard Stonesifer	65	Director

Michael T. DuBose joined us as Chairman of the Board, President and Chief Executive Officer in 1998. Prior to that he served as a consultant to Aurora Capital Group from 1997. From 1995 to 1997, Mr. DuBose was Chairman and Chief Executive Officer of Grimes Aerospace Company, an international engineering, manufacturing and distribution company. From 1993 to 1995, he served as Senior Vice President of SAI Corporation's computer equipment manufacturing and systems sector. Prior to that, Mr. DuBose held various positions at General Instrument and General Electric Company. Mr. DuBose holds an M.S. in Management from the Stanford University Graduate School of Business.

Barry C. Kohn joined us as Vice President and Chief Financial Officer in January 1999. During 1998 he served as a self-employed financial consultant. From 1995 to 1997, Mr. Kohn was Senior Vice President and Chief Financial Officer of Grimes Aerospace Company. Between 1987 and 1995, he held increasingly senior positions at Grimes including Treasurer, Controller and Manager of Business Planning. Mr. Kohn holds a Masters of Accounting from The Ohio State University and is a Certified Public Accountant (inactive).

Lawrence W. Baker joined us as Vice President, Automotive Sales & Marketing in January 2001. Prior to that, Mr. Baker was employed for 35 years with DaimlerChrysler, most recently serving as Vice President of the Mopar Parts division from 1999 to 2000, as General Manager of Mopar from 1994 to 1999, as General Manager of the Jeep/Eagle division from 1990 to 1994 and as General Manager of the Dodge Car & Truck division from 1989 to 1990. Mr. Baker holds a B.S. in Marketing from The Ohio State University.

John J. Machota joined us as Vice President, Human Resources in 1997. From 1996 to 1997, he was a self-employed human resources consultant. From 1995 to 1996, Mr. Machota was Vice President, Compensation for Waste Management, Inc. and from 1993 to 1995, served as Waste Management's Vice President,

Human Resource Services. From 1986 to 1993, Mr. Machota was Vice President, Human Resources for a subsidiary of Waste Management and prior to that held various other positions in the human resources area. Mr. Machota holds an M.S. in Industrial Relations from Loyola University.

Mary T. Ryan joined us as Vice President, Communications and Investor Relations in April 1999. From 1996 to 1998, Ms. Ryan served as Vice President, Corporate Affairs for American Disposal Services, Inc. From 1995 to 1996, she was a self-employed public relations consultant. Prior to that, Ms. Ryan was employed for more than ten years with Waste Management, Inc. Ms. Ryan holds an M.B.A. from DePaul University.

Joseph Salamunovich joined us as Vice President, General Counsel and Secretary in 1997. From 1995 to 1997, Mr. Salamunovich was a partner in the law firm of Gibson, Dunn & Crutcher LLP, where he specialized in corporate and securities law matters. Mr. Salamunovich holds a J.D. from Loyola Law School.

Paul J. Komaromy joined us in February 2000 as President of our Aaron's Automotive Products, Inc. subsidiary. He has also served as President of our Component Remanufacturing Specialists, Inc. subsidiary since January 2001. From 1997 to 1999, Mr. Komaromy was Vice President and General Manager of the Engine Systems and Accessories division of AlliedSignal, Inc. From 1987 to 1997, Mr. Komaromy was employed with Grimes Aerospace, serving as Senior Vice President and General Manager of the Vision Systems division from 1996 to 1997 and as Senior Vice President, Operations and Engineering from 1991 to 1995. From 1978 to 1987, Mr. Komaromy was employed with the Power Systems division of Cooper Industries. Mr. Komaromy holds an M.S. in Industrial Administration from the Carnegie-Mellon University Graduate School of Industrial Administration.

Matthew J. Pieper joined us as General Manager of our Logistics Services business unit in October 1998 and served as Vice President of ATC Logistics from June 2000 until November 2000 when he became President of ATC Logistics. Prior to joining us, Mr. Pieper served as a Regional Distribution Manager for the Perrier division of Nestlé Foods from 1996 to 1998. Before that, he served in various logistics and manufacturing positions for the Pepsi-Cola Company from 1989 to 1996. Mr. Pieper holds a B.B.A. in Transportation/Logistics from Iowa State University and an M.B.A. from Baylor University.

Robert Anderson became a director in 1997. Mr. Anderson has been associated with Rockwell International Corporation since 1968, where he has been Chairman Emeritus since 1990 and served previously as Chairman of the Executive Committee from 1988 to 1990 and as Chairman of the Board and Chief Executive Officer from 1979 to 1988.

Richard R. Crowell became a director in 1994. Mr. Crowell is President and a founding partner of Aurora Capital Group and has been with Aurora Capital Group since it was founded in 1991.

Dale F. Frey became a director in 1997. Prior to his retirement in 1997, Mr. Frey was Chairman of the Board, President and Chief Executive Officer of General Electric Investment Corporation, a position he had held since 1984, and was a Vice President of General Electric Company since 1980. Mr. Frey is a director of Praxair, Inc., Roadway Express, Community Health Systems, Yankee Candle and McLeod USA.

Mark C. Hardy became a director in 1994. Mr. Hardy is a Managing Director and partner of Aurora Capital Group. Prior to joining Aurora Capital Group in 1993, Mr. Hardy was an Associate and Consultant at Bain & Company, a consulting firm.

Dr. Michael J. Hartnett became a director in 1994. Since 1992, Dr. Hartnett has been Chairman, President and Chief Executive Officer of Roller Bearing Company of America, Inc., a manufacturer of ball and roller bearings. Prior to joining Roller Bearing in 1990 as General Manager of its Industrial Tectonics subsidiary, Dr. Hartnett spent 18 years with The Torrington Company, a subsidiary of Ingersoll-Rand.

Gerald L. Parsky became a director in 1997. Mr. Parsky is the Chairman and a founding partner of Aurora Capital Group. Prior to forming Aurora Capital Group in 1991, Mr. Parsky was a senior partner and a member of the Executive and Management Committees of the law firm of Gibson, Dunn & Crutcher LLP. Prior to that, he served as an official with the United States Treasury Department and the Federal Energy Office, and as Assistant Secretary of the Treasury for International Affairs.

Richard K. Roeder became a director in 1994. Mr. Roeder is a founding partner and Managing Director of Aurora Capital Group. Prior to forming Aurora Capital Group in 1991, Mr. Roeder was a partner in the law firm of Paul, Hastings, Janofsky & Walker, where he served as Chairman of the firm's Corporate Law Department and a member of its National Management Committee.

J. Richard Stonesifer became a director in 1997. Prior to his retirement in 1996, Mr. Stonesifer was employed with the General Electric Company for 37 years, serving most recently as President and Chief Executive Officer of GE Appliances, and was an executive officer and Senior Vice President of the General Electric Company, from January 1992 until his retirement. Mr. Stonesifer is a director of Polaris Industries, Inc.

Board of Directors

Our Board of Directors is currently composed of nine members. Our directors serve until the annual meeting following their election and until their successors have been duly elected and qualified.

CERTAIN TRANSACTIONS

We believe the transactions described below were beneficial to us and were entered into on terms at least as favorable to us as we could have obtained from unaffiliated third parties in arms-length negotiations.

Relationship with Aurora Capital Group

We were formed in 1994 at the direction of Aurora Capital Group as a vehicle to acquire and consolidate companies in the fragmented drivetrain remanufacturing industry. Aurora Capital Group is controlled by three of our directors, Messrs. Crowell, Parsky and Roeder.

We pay to Aurora Management Partners, which is a part of Aurora Capital Group, a base annual management fee of $550,000 for advisory and consulting services pursuant to a written management services agreement. Aurora Management Partners is also entitled to reimbursements from us for all of its reasonable out-of-pocket costs and expenses incurred in connection with the performance of its obligations under the management services agreement. The base annual management fee is subject to increase, at the discretion of the disinterested members of our board of directors, by up to an aggregate of $250,000 in the event that we consummate one or more significant corporate transactions. The base annual management fee has not been increased as a result of any of our acquisitions. The base annual management fee is also subject to increase for specified cost of living increases. The base annual management fee was most recently increased in January 1999 from $540,000. If our EBITDA in any year exceeds management's budgeted EBITDA by 15.0% or more for that year, Aurora Management Partners is entitled to receive an additional management fee equal to one half of its base annual management fee for that year. Because our EBITDA did not exceed management's budgeted EBITDA by 15.0% in 2000, Aurora Management Partners did not receive this additional management fee in 2000. The base annual management fee payable to Aurora Management Partners will be reduced as the collective beneficial ownership of our common stock by the Aurora partnerships declines below 50%. If the Aurora partnerships' collective beneficial ownership declines below 20%, the management services agreement will terminate. After this offering, because the sale of shares by the Aurora partnerships will decrease their ownership to less than 50%, the base annual management fee will be decreased to $440,000.

If we consummate any significant acquisitions, Aurora Management Partners will be entitled to receive a fee from us for investment banking services in connection with the acquisition. The fee is equal to 2.0% of the first $75.0 million of the acquisition consideration (including debt assumed and current assets retained) and 1.0% of acquisition consideration (including debt assumed and current assets retained) in excess of $75.0 million. Since our formation, we have paid approximately $5.2 million of fees to Aurora Management Partners for investment banking services in connection with our acquisitions. In January 2001, we paid Aurora Management Partners a $750,000 fee for services in connection with the October 2000 sale of the Distribution Group. We are not obligated to make any payment to Aurora Management Partners at any time that we are in default under our senior subordinated notes or credit facility.

In October 1996, we granted options to purchase an aggregate of 48,000 shares of common stock to Mr. Hardy (a director), Kurt Larsen (a former director) and two of our consultants, all four of whom were then employees of Aurora Capital Group. These options, which have an exercise price of $4.67 per share, become exercisable in one-third increments on each of the first three anniversaries of the date of grant and expire in 2006. In 1997, 12,000 of these options terminated when Mr. Larsen resigned from Aurora Capital Group and, in 2000, one of the consultants exercised 12,000 options.

Indemnification Agreements

We have entered into separate but identical indemnification agreements with each of our directors and executive officers. These agreements provide for, among other things, indemnification to the fullest extent permitted by law and advancement of expenses.

Registration Rights

The holders of common stock outstanding before our initial public offering in December 1996 have "demand" and "piggyback" registration rights pursuant to a stockholders agreement. In addition, General Electric Pension Trust has "demand" and "piggyback" registration rights with respect to a portion of the shares of common stock it owns.

SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock by the persons we expect will be the selling stockholders. None of our executive officers will be selling stockholders. The shares in the "Shares To Be Sold" column reflect shares actually owned (as compared to beneficially owned) and to be sold by each selling stockholder.

	Shares Beneficially Owned As of December 1, 2001⁽¹⁾				Shares To Be Sold⁽²⁾	Shares Beneficially Owned After Offering⁽¹⁾
	Number		Percentage		Number	Number		Percentage
Aurora Equity Partners L.P. (other beneficial owners: Richard R. Crowell, Gerald L. Parsky and Richard K. Roeder)⁽³⁾	12,287,322	⁽⁴⁾	59.3	%	1,581,600	9,388,543	⁽⁵⁾	40.6	%
Aurora Overseas Equity Partners I, L.P. (other beneficial owners: Richard R. Crowell, Gerald L. Parsky and Richard K. Roeder)⁽⁶⁾	5,213,356	⁽⁷⁾	25.1		252,500	3,643,857	⁽⁸⁾	15.7
General Electric Pension Trust⁽⁹⁾	2,425,708		11.7		465,900	1,959,808		8.5
Anderson, Robert^(10)(11)(15)	73,294		*		41,000	32,294		*
Frey, Dale^(10)(12)	70,180		*		60,515	9,665		*
Hartnett, Michael^(10)(13)	93,966		*		93,966	—		—
Stonesifer, Richard^(10)(14)	80,215		*		51,000	29,215		*
Crowell, Richard^{(3)(4)(5)(6)(7)(8)(10)(15)}	13,361,168		65.7		200,000	10,479,889		45.3
Parsky, Gerald L.^{(3)(4)(5)(6)(7)(8)(10)(15)(16)}	13,361,168		65.7		390,388	10,479,889		45.3
Roeder, Richard K.^{(3)(4)(5)(6)(7)(8)(10)(15)}	13,361,168		65.7		100,000	10,479,889		45.3
Hardy, Mark C.^(10)(15)(17)	26,059		*		18,240	7,819		*
Elliot Ackerman Trust⁽¹⁵⁾	60,000		*		55,000	5,000		*
Nathanael Ackerman Trust⁽¹⁵⁾	60,000		*		55,000	5,000		*
Somerville S Trust	182,152		*		172,000	10,152		*
Parsky, Barbara⁽¹⁸⁾	45,057		*		45,057	—		—
Parsky, Laura⁽¹⁹⁾	3,500		*		3,500	—		—
Mapes, John^(15)(20)	2,155		*		2,155	—		—
Elsea, Frederick J. III^(15)(20)	15,700		*		7,036	8,664		*
Burkett, Doyl⁽²⁰⁾	1,112		*		1,112	—		—
Colder, Steven⁽²⁰⁾	1,112		*		1,112	—		—
Klinefelter, Joshua⁽²⁰⁾	4,919		*		2,919	2,000		*

*: Less than 1%
(1): The shares of common stock underlying warrants or options granted under our stock option plans that are exercisable as of December 1, 2001 or that will become exercisable within 60 days thereafter (such warrants or options being referred to as "exercisable") are deemed to be outstanding for the purpose of calculating the beneficial ownership of the holder of those warrants or options, but are not deemed to be outstanding for the purpose of computing the beneficial ownership of any other person.
(2): If the underwriters' over-allotment is exercised in full, Aurora Equity Partners L.P., Aurora Overseas Equity Partners I, L.P., and General Electric Pension Trust will sell 618,905, 98,803 and 182,292 shares, respectively, to the several underwriters. No other selling stockholders will participate in the over-allotment option.
(3): Aurora Equity Partners is a Delaware limited partnership the general partner of which is Aurora Capital Partners, a Delaware limited partnership whose general partner is Aurora Advisors, Inc. Messrs. Crowell, Parsky and Roeder are the sole stockholders and directors of Aurora Advisors, are limited partners of Aurora Capital Partners and may be deemed to beneficially share ownership of the common stock beneficially owned by Aurora Equity Partners and may be deemed to be the organizers of Aftermarket Technology Corp. under regulations promulgated under the Securities Act of 1933.
(4): As of December 1, 2001, consists of (i) 8,417,632 shares owned by Aurora Equity Partners, (ii) 2,425,708 shares owned by the General Electric Pension Trust (see Note 9 below) and (iii) 1,443,982 shares that are subject to an irrevocable proxy granted to

the Aurora partnerships by some of our original stockholders, including Messrs. Anderson, Crowell, Hardy, Parsky and Roeder (the "Aurora Proxy"). The Aurora Proxy terminates upon the earlier of the transfer of such shares or July 31, 2004.

(5): After this offering consists of (i) 6,836,032 shares owned by Aurora Equity Partners, (ii) 1,959,808 shares owned by the General Electric Pension Trust (see Note 9 below) and (iii) 592,703 shares that are subject to the Aurora Proxy.
(6): Aurora Overseas Equity Partners is a Cayman Islands limited partnership the general partner of which is Aurora Overseas Capital Partners, L.P., a Cayman Islands limited partnership, whose general partner is Aurora Overseas Advisors, Ltd. Messrs. Crowell, Parsky and Roeder are the sole stockholders and directors of Aurora Overseas Advisor, are limited partners of Aurora Overseas Capital Partners and may be deemed to beneficially own the shares of the common stock beneficially owned by Aurora Overseas Equity Partners.
(7): As of December 1, 2001, consists of (i) 1,343,846 shares owned by Aurora Overseas Equity Partners, (ii) 2,425,708 shares owned by the General Electric Pension Trust (see Note 9 below) and (iii) 1,443,982 shares that are subject to the Aurora Proxy.
(8): After this offering consists of (i) 1,091,346 shares owned by Aurora Overseas Equity Partners, (ii) 1,959,808 shares owned by the General Electric Pension Trust (see Note 9 below) and (iii) 592,703 shares that are subject to the Aurora Proxy.
(9): With limited exceptions, the General Electric Pension Trust has agreed to vote these shares in the same manner as the Aurora partnerships vote their shares of common stock. This provision terminates upon the earlier of the transfer of the Pension Trust's shares or July 31, 2004.
(10): This selling stockholder currently serves as a director of Aftermarket Technology Corp.
(11): As of December 1, 2001, includes 53,666 shares subject to exercisable options. After this offering, includes 32,294 shares subject to exercisable options.
(12): As of December 1, 2001, includes (i) 15,257 shares owned by a limited partnership of which Mr. Frey is general partner, (ii) 4,000 shares held by him as trustee for his grandchildren and (iii) 35,666 shares subject to exercisable options. Mr. Frey disclaims beneficial ownership of 96% of the shares owned by the limited partnership. After this offering, includes 9,665 shares subject to exercisable options.
(13): As of December 1, 2001, includes 70,176 shares subject to exercisable warrants.
(14): As of December 1, 2001, includes 53,666 shares subject to exercisable options. After this offering, includes 29,215 shares subject to exercisable options.
(15): The shares actually owned by this person (as distinguished from the shares that this person is deemed to beneficially own) are subject to an irrevocable proxy granted to the Aurora Partnerships.
(16): Includes 2,000 shares held by Mr. Parsky's wife, as to which Mr. Parsky disclaims beneficial ownership
(17): As of December 1, 2001, includes 12,000 shares subject to options that are exercisable.
(18): Barbara Parsky is Gerald L. Parsky's sister.
(19): Laura Parsky is Gerald L. Parsky's daughter.
(20): Employed by Aurora Capital Partners.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our certificate of incorporation and bylaws is intended as a summary only and is qualified in its entirety by reference to the provisions of our certificate of incorporation and bylaws, which are incorporated herein by reference, and to Delaware law.

General

Our authorized capital stock consists of 30,000,000 shares of common stock, of which 20,736,559 shares were issued and outstanding as of December 1, 2001, and 2,000,000 shares of preferred stock, none of which are issued and outstanding.

Common Stock

Each holder of common stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. Holders of common stock do not have the right to cumulate their votes in the election of directors. Subject to preferences that may be granted to the holders of preferred stock, each holder of common stock is entitled to share ratably in distributions to stockholders and to receive ratably dividends that are declared by the board of directors out of legally available funds. In the event of our liquidation or dissolution, each holder of common stock is entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption rights or sinking fund provisions with respect to our common stock. Our outstanding common stock is validly issued, fully paid and non-assessable. We may issue additional shares of common stock from time to time.

Preferred Stock

Our board of directors, without further action by the holders of common stock, may issue shares of preferred stock and may fix or alter the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation preferences, conversion rights and the designation of and number of shares constituting any wholly unissued series of preferred stock.

Warrants

There are currently outstanding warrants to purchase 70,176 shares of our common stock. These warrants are held by Dr. Michael Hartnett, one of our directors, and are exercisable at any time until December 2004 at a price of $1.67 per share.

Anti-Takeover Statute

Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the transaction, the interested stockholder owned at least 85% of the outstanding voting stock when it became an interested stockholder or the business combination is approved by the board and by the affirmative vote of at least 66²/3% of the outstanding voting stock which is not owned by the interested stockholder. A "business combination" includes mergers, specified asset sales and other transactions resulting in a financial benefit to the stockholder. An "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of the corporation's voting stock.

Limitation of Liability and Indemnification of Directors and Officers

Our certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any breach of their duty of loyalty to the company or its stockholders, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, unlawful payment of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law or any transaction from which the director derived an improper personal benefit.

Our bylaws provide that we will pay all costs and expenses (including legal expenses) incurred by and indemnify from any monetary liability our present and former officers and directors, unless a determination is made that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, or, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. There is no action or proceeding pending or, to our knowledge, threatened which may result in a claim for indemnification by any of our directors or officers.

We believe that the provisions of our certificate of incorporation and bylaws are necessary to attract and retain qualified persons as officers and directors.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer.

UNDERWRITERS

Under the terms and subject to the conditions contained in the underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and First Union Securities, Inc. are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have severally agreed to sell to them, the number of shares of our common stock indicated below:

Name		Number of Shares
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
First Union Securities, Inc.




	Total	6,000,000

The underwriters are offering the shares of common stock subject to their acceptance of the shares from the selling stockholders and us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the public offering price set forth on the cover page of this prospectus and part to various dealers at a price that represents a concession not in excess of $ a share under the public offering price. Any underwriter may allow, and such dealers may reallow, a concession not in excess of $ a share to other underwriters or to dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives of the underwriters.

Certain of the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of 900,000 additional shares of common stock at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. To the extent the option is exercised, each underwriter will become obligated, subject to specified conditions, to purchase approximately the same percentage of the additional shares of common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table. If the underwriters' over-allotment option is exercised in full, the total

price to the public would be $ , the total underwriters' discounts and commissions would be $ and the total proceeds to us and the selling stockholders would be $ .

We, our directors, executive officers, a number of our other stockholders and the selling stockholders have each agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters, during the period ending 90 days after the date of this prospectus, each of us will not, directly or indirectly:

•: offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or
•: enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock,

whether any transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise.

The foregoing restrictions do not apply to:

•: the sale of shares to the underwriters;
•: the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing; or
•: transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares.

In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing the common stock in the offering, if the syndicate repurchases previously distributed common stock to cover syndicate short positions or to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

From time to time, some of the underwriters have provided, and may continue to provide, investment and commercial banking services to us, including participation in the existing or new credit facilities, and we and our affiliates have paid fees to some of the underwriters in the past.

An affiliate of First Union Securities, Inc. is a lender under our existing senior credit facility and, as such, will receive proceeds from this offering. Accordingly, this offering is being conducted in compliance with the provisions of Rule 2710(c)(8) of the National Association of Securities Dealers.

First Union Securities, Inc. is an indirect, wholly-owned subsidiary of Wachovia Corporation. Wachovia Corporation conducts its investment banking, institutional and capital markets businesses through its various bank, broker-dealer and nonbank subsidiaries (including First Union Securities, Inc.) under the trade name of Wachovia Securities. Any references to Wachovia Securities in this prospectus, however, do not include Wachovia Securities, Inc., member NASD/SIPC and a separate broker-dealer subsidiary of Wachovia Corporation and an affiliate of First Union Securities, Inc., which may or may not be participating as a selling dealer in the distribution of the securities offered by this prospectus.

We, the selling stockholders and the underwriters have each agreed to indemnify each other against specified liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, Los Angeles, California. Certain legal matters will be passed upon for the underwriters by Sidley Austin Brown & Wood, Chicago, Illinois.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule at December 31, 1999 and 2000, and for each of the three years in the period ended December 31, 2000, as set forth in their reports, which are included in this prospectus and incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2000. Our financial statements and schedule are included in and/or incorporated by reference in reliance on Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public from the SEC's web site at http://www.sec.gov. You may read and copy this information at the SEC's public reference room at 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference room. You may also inspect our SEC reports and other information at the offices of The Nasdaq Stock Market, Inc. National Market System, 1735 K Street, N.W., Washington, D.C. 20006-1500.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and any information that we file later with the SEC will automatically update and supercede this information. The documents we incorporate by reference are:

•: our Annual Report on Form 10-K for the year ended December 31, 2000;
•: our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
•: our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;
•: our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001;
•: our Current Report on Form 8-K filed on January 10, 2001;
•: our Current Report on Form 8-K filed on March 1, 2001;
•: Our Current Report on Form 8-K filed on December 21, 2001;
•: Our Current Report on Form 8-K filed on January 14, 2002; and
•: the description of our common stock contained in our Form 8-A, filed with the SEC under Section 12(g) of the Securities Exchange Act of 1934, as updated in any amendment or report filed for such purpose.

All documents that we file with the SEC, under the terms of Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of any offering of common stock offered by this prospectus shall be deemed to be incorporated by reference in, and to be part of, this prospectus from the date such documents are filed with the SEC.

Any statements contained in this prospectus or in a document incorporated by reference is modified or superceded for purposes of this prospectus to the extent that a statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this prospectus.

You may request, and we will provide, a copy of these filings, at no cost to you, by writing or telephoning us at the following address:

Aftermarket Technology Corp.
One Oak Hill Center, Suite 400
Westmont, Illinois 60559
Attn: Investor Relations
(630) 455-6000

AFTERMARKET TECHNOLOGY CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Ernst & Young LLP, Independent Auditors		F-2
Consolidated Balance Sheets as of December 31, 1999, 2000 and September 30, 2001 (unaudited)		F-3
Consolidated Statements of Operations for the years ended December 31, 1998, 1999, 2000 and for the nine months ended September 30, 2000 and 2001 (unaudited)		F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1998, 1999, 2000 and for the nine months ended September 30, 2001 (unaudited)		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1999, 2000 and for the nine months ended September 30, 2000 and 2001 (unaudited)		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Stockholders and Board of Directors
Aftermarket Technology Corp.

We have audited the accompanying consolidated balance sheets of Aftermarket Technology Corp. and subsidiaries (the Company) as of December 31, 1999 and 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aftermarket Technology Corp. and subsidiaries at December 31, 1999 and 2000, and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

ERNST & YOUNG LLP

Chicago, Illinois
February 22, 2001

F-2

AFTERMARKET TECHNOLOGY CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

		December 31,
		December 31,						September 30, 2001
		1999			2000			September 30, 2001
								(Unaudited)
Assets
Current Assets:
	Cash and cash equivalents	$	8,469		$	2,035		$	405
	Accounts receivable, net		51,243			61,576			71,627
	Inventories		51,798			55,479			69,028
	Prepaid and other assets		3,345			5,331			3,667
	Refundable income taxes		—			2,730			—
	Deferred income taxes		14,036			31,904			31,461
	Assets of discontinued operations held for sale, net		72,194			—			—

Total current assets			201,085			159,055			176,188
Property, plant and equipment, net			47,897			46,276			51,744
Debt issuance costs, net			5,268			4,175			3,285
Cost in excess of net assets acquired, net			195,817			174,833			171,067
Deferred income taxes			—			12,852			3,660
Other assets			180			10,308			10,569
Assets of discontinued operations held for sale, net			127,535			—			—

Total assets		$	577,782		$	407,499		$	416,513

Liabilities and Stockholders' Equity
Current Liabilities:
	Accounts payable	$	37,416		$	54,215		$	43,778
	Accrued expenses		33,699			34,011			35,976
	Income taxes payable		2,685			—			786
	Bank line of credit		543			—			—
	Credit facility		21,760			14,700			14,700
	Capital lease obligation		—			—			1,112
	Amounts due to sellers of acquired companies		2,384			2,672			2,747
	Deferred compensation		660			—			—
	Liabilities of discontinued operations		—			8,125			2,056

Total current liabilities			99,147			113,723			101,155
12% Series B and D Senior Subordinated Notes			111,214			111,033			110,897
Amount drawn on credit facility, less current portion			164,799			92,000			96,575
Amounts due to sellers of acquired companies, less current portion			7,759			6,931			6,819
Deferred compensation, less current portion			2,944			3,125			3,300
Capital lease obligation, less current portion			255			175			825
Other long-term liabilities			452			273			868
Deferred income taxes			15,068			—			—
Stockholders' Equity:
	Preferred stock, $.01 par value; shares authorized—2,000,000; none issued		—			—			—
	Common stock, $.01 par value; shares authorized — 30,000,000; Issued—20,612,764, 20,923,510 and 21,132,800 (including shares held in treasury)		206			209			211
	Additional paid-in capital		135,894			136,882			137,086
	Accumulated (deficit) earnings		42,483			(54,400	)		(35,912	)
	Accumulated other comprehensive loss		(445	)		(458	)		(974	)
	Common stock held in treasury, at cost (172,000, 172,000 and 611,337 shares)		(1,994	)		(1,994	)		(4,337	)

Total stockholders' equity			176,144			80,239			96,074

Total liabilities and stockholders' equity		$	577,782		$	407,499		$	416,513

See accompanying notes.

F-3

AFTERMARKET TECHNOLOGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

		For the Years Ended December 31,									For the Nine Months Ended September 30,
		1998			1999			2000			2000			2001
											(Unaudited)
Net sales		$	300,723		$	365,563		$	372,493		$	274,002		$	291,869
Cost of sales			219,539			246,224			248,438			182,415			192,278
Special charges			1,347			2,965			9,134			9,134			162

Gross profit			79,837			116,374			114,921			82,453			99,429
Selling, general and administrative expense			47,496			56,736			57,331			41,643			44,149
Amortization of intangible assets			5,038			5,527			5,255			3,999			3,767
Special charges			5,327			4,345			23,450			23,450			3,526

Income from operations			21,976			49,766			28,885			13,361			47,987
Interest income			—			—			234			—			1,117
Other income (expense), net			(376	)		312			(60	)		(20	)		33
Interest expense			21,541			23,563			24,770			18,424			17,213

Income (loss) from continuing operations, before income taxes			59			26,515			4,289			(5,083	)		31,924
Income tax expense (benefit)			974			9,739			1,883			(1,938	)		12,291

Income (loss) from continuing operations			(915	)		16,776			2,406			(3,145	)		19,633
Loss from discontinued operations, net of income taxes			(6,200	)		(9,969	)		(99,289	)		(100,696	)		(1,145	)

Income (loss) before extraordinary items			(7,115	)		6,807			(96,883	)		(103,841	)		18,488
Extraordinary items, net of income taxes			(703	)		—			—			—			—

Net income (loss)		$	(7,818	)	$	6,807		$	(96,883	)	$	(103,841	)	$	18,488

Per common share—basic:
	Income (loss) from continuing operations	$	(0.05	)	$	0.82		$	0.12		$	(0.15	)	$	0.96
	Loss from discontinued operations		(0.31	)		(0.49	)		(4.81	)		(4.88	)		(0.06	)
	Extraordinary items		(0.03	)		—			—			—			—

	Net income (loss)	$	(0.39	)	$	0.33		$	(4.69	)	$	(5.03	)	$	0.90

Per common share—diluted:
	Income (loss) from continuing operations	$	(0.05	)	$	0.79		$	0.11		$	(0.15	)	$	0.94
	Loss from discontinued operations		(0.31	)		(0.47	)		(4.69	)		(4.88	)		(0.06	)
	Extraordinary items		(0.03	)		—			—			—			—

	Net income (loss)	$	(0.39	)	$	0.32		$	(4.58	)	$	(5.03	)	$	0.88

See accompanying notes.

F-4

AFTERMARKET TECHNOLOGY CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share data)

	Preferred Stock		Common Stock		Additional Paid-In Capital			Accumulated (Deficit) Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balance at January 1, 1998	$	—	$	195	$	131,604		$	43,494		$	136		$	—		$	175,429
Issuance of 834,494 shares of common stock from exercise of stock options		—		9		3,500			—			—			—			3,509
Purchase of 172,000 shares of common stock for treasury		—		—		—			—			—			(1,994	)		(1,994	)
Net loss		—		—		—			(7,818	)		—			—			(7,818	)
Translation adjustment		—		—		—			—			(1,115	)		—			(1,115	)

Comprehensive loss																		(8,933	)

Balance at December 31, 1998		—		204		135,104			35,676			(979	)		(1,994	)		168,011
Issuance of 200,996 shares of common from exercise of stock options		—		2		790			—			—			—			792
Net income		—		—		—			6,807			—			—			6,807
Translation adjustment		—		—		—			—			534			—			534

Comprehensive income																		7,341

Balance at December 31, 1999		—		206		135,894			42,483			(445	)		(1,994	)		176,144
Issuance of 196,528 shares of common stock from exercise of stock options		—		2		989			—			—			—			991
Issuance of 114,218 shares of common stock from exercise of stock warrants		—		1		(1	)		—			—			—			—
Net loss		—		—		—			(96,883	)		—			—			(96,883	)
Translation adjustment		—		—		—			—			(13	)		—			(13	)

Comprehensive loss																		(96,896	)

Balance at December 31, 2000		—		209		136,882			(54,400	)		(458	)		(1,994	)		80,239
Issuance of 27,369 shares of common stock from exercise of stock options		—		—		206			—			—			—			206
Issuance of 181,921 shares of common stock from exercise of stock warrants		—		2		(2	)		—			—			—			—
Purchase of 439,337 shares of common stock for treasury		—		—		—			—			—			(2,343	)		(2,343	)
Net income		—		—		—			18,488			—			—			18,488
Derivative financial instruments		—		—		—			—			(448	)		—			(448	)
Translation adjustment		—		—		—			—			(68	)		—			(68	)

Comprehensive income																		17,972

Balance at September 30, 2001⁽¹⁾	$	—	$	211	$	137,086		$	(35,912	)	$	(974	)	$	(4,337	)	$	96,074

(1): All information for the nine months ended September 30, 2001 is unaudited.

See accompanying notes.

F-5

AFTERMARKET TECHNOLOGY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			For the Years Ended December 31,									For the Nine Months Ended September 30,
			1998			1999			2000			2000			2001
												(unaudited)
Operating Activities:
Net income (loss)			$	(7,818	)	$	6,807		$	(96,883	)	$	(103,841	)	$	18,488
Net loss from discontinued operations				6,200			9,969			99,289			100,696			1,145
Extraordinary items				703			—			—			—			—

Income (loss) from continuing operations				(915	)		16,776			2,406			(3,145	)		19,633
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities — continuing operations:
	Asset impairment loss			—			—			27,626			27,626			—
	Depreciation and amortization			10,935			13,300			12,991			9,802			10,487
	Amortization of debt issuance costs			766			978			1,238			916			984
	Provision for losses on accounts receivable			559			206			348			326			98
	Loss on sale of equipment			101			19			144			46			18
	Deferred income taxes			(1,314	)		(2,577	)		13,386			1,259			9,639
	Changes in operating assets and liabilities, net of businesses acquired or discontinued/sold:
		Accounts receivable		2,867			4,661			(11,848	)		(8,490	)		(10,220	)
		Inventories		(408	)		(162	)		(7,950	)		(1,936	)		(13,104	)
		Prepaid and other assets		1,680			11,529			(4,563	)		(1,367	)		4,432
		Accounts payable and accrued expenses		13,056			9,677			9,715			(2,345	)		(8,822	)

Net cash provided by operating activities—continuing operations				27,327			54,407			43,493			22,692			13,145
Net cash provided by (used in) operating activities—discontinued operations				49			(24,313	)		(13,667	)		(8,637	)		(2,417	)
Investing Activities:
Purchases of property, plant and equipment				(10,764	)		(10,072	)		(11,682	)		(8,305	)		(10,183	)
Acquisition of company, net of cash received				(114,761	)		—			—			—			—
Proceeds from sale of businesses				—			3,808			60,079			—			(3,675	)
Proceeds from sale of equipment				722			164			103			121			30

Net cash provided by (used in) investing activities—continuing operations				(124,803	)		(6,100	)		48,500			(8,184	)		(13,828	)
Net cash used in investing activities—discontinued operations				(13,416	)		(54,031	)		(2,700	)		(1,580	)		—
Financing Activities:
Borrowings (payments) on credit facility, net				127,250			48,209			(79,859	)		(8,520	)		4,575
Borrowings (payments) on bank line of credit, net				(2,261	)		(1,541	)		(543	)		752			—
Payment of debt issuance costs				(2,425	)		(1,274	)		(144	)		(144	)		(95	)
Payments on capital lease obligation				—			(27	)		(65	)		(52	)		(452	)
Redemption of senior subordinated notes				(10,000	)		—			—			—			—
Proceeds from exercise of stock options				1,394			625			434			378			178
Purchase of common stock for treasury				(1,994	)		—			—			—			(2,343	)
Payments on amounts due to sellers of acquired companies				(650	)		(8,098	)		(1,173	)		(1,173	)		(486	)
Payments of deferred compensation related to acquired company				—			—			(700	)		—			—

Net cash provided by (used in) financing activities				111,314			37,894			(82,050	)		(8,759	)		1,377
Effect of exchange rate changes on cash and cash equivalents				31			32			(10	)		6			93

Increase (decrease) in cash and cash equivalents				502			7,889			(6,434	)		(4,462	)		(1,630	)
Cash and cash equivalents at beginning of year				78			580			8,469			8,469			2,035

Cash and cash equivalents at end of year			$	580		$	8,469		$	2,035		$	4,007		$	405

Cash paid (refunded) during the year for:
	Interest		$	21,335		$	25,166		$	29,203		$	26,184		$	18,657
	Income taxes, net			4,420			(6,426	)		3,856			3,685			(1,964	)
Supplemental disclosures of non-cash activity:
	Debt issued for capital lease obligation			—			230			—			—			2,186
	Sale of business—note and preferred stock received			—			—			10,294			—			—

See accompanying notes.

F-6

AFTERMARKET TECHNOLOGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

(Information at September 30, 2001 and for the nine months ended
September 30, 2000 and 2001 is unaudited)

Note 1. The Company

The Company has two reportable segments in continuing operations: the Drivetrain Remanufacturing segment and the Logistics segment. The Drivetrain Remanufacturing segment consists of five operating units that primarily sell remanufactured transmissions directly to DaimlerChrysler, Ford, General Motors and several foreign Original Equipment Manufacturers ("OEMs"), primarily for use as replacement parts by their domestic dealers during the warranty and post-warranty periods following the sale of a vehicle. In addition, the Drivetrain Remanufacturing segment sells select remanufactured and newly assembled engines to certain European OEMs, including Ford's and General Motors's European operations and Jaguar. The Company's Logistics segment is comprised of three operating units: (i) a provider of value-added warehouse and distribution services, turnkey order fulfillment and information services for AT&T Wireless Services; (ii) a provider of returned material reclamation and disposition services and core management services primarily to Ford and to a lesser extent, General Motors; and (iii) an automotive electronic components remanufacturing and distribution business, primarily for Delphi and Visteon. The Company's Engines business unit, which is not a reportable segment and shown as "Other", remanufactures and distributes domestic and foreign engines from four regional distribution centers primarily to independent aftermarket customers. Established in 1994, the Company maintains manufacturing facilities and logistics operations in the United States and a manufacturing facility in the United Kingdom.

As discussed more thoroughly in Note 3, the Company sold the ATC Distribution Group, Inc. (the "Distribution Group"), a distributor of remanufactured transmissions and related drivetrain components to independent aftermarket customers, on October 27, 2000. The Distribution Group is presented as discontinued operations in the accompanying financial statements.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

Interim Financial Information

The financial information at September 30, 2001 and for the nine months ended September 30, 2000 and 2001 is unaudited but includes all adjustments that the Company considers necessary for a fair presentation of its financial position at such date and the operating results and cash flows for these periods. Operating results for the nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the entire period.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

F-7

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market and consist primarily of new and used transmission parts, cores and finished goods. Consideration is given to deterioration, obsolescence and other factors in evaluating the estimated market value of inventory based upon management's judgment and available information.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using straight-line methods over the estimated useful lives of the assets for financial reporting purposes, as follows: five to twelve years for machinery and equipment, three to six years for autos and trucks, three to ten years for furniture and fixtures and up to 40 years for buildings and leasehold improvements. Depreciation and amortization expense was $5,897, $7,850 and $7,737 for the years ended December 31, 1998, 1999 and 2000, respectively, and $5,745 and $6,721 for the nine months ended September 30, 2000 and 2001, respectively.

Internal Use Computer Software

The Company accounts for these costs in accordance with the provisions of Statement of Position ("SOP") 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Accordingly, the Company expenses costs incurred in the preliminary stage and, thereafter, capitalizes costs incurred in developing or obtaining internal use software and Web site development. Such capitalized costs are included in property, plant and equipment and are amortized over a period of not more than five years.

Foreign Currency Translation

The functional currency for the Company's foreign operations is the applicable local currency. Accordingly, all balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date, and income statement amounts have been translated using the average exchange rates for the year. The translation adjustments resulting from the changes in exchange rates have been reported separately as a component of stockholders' equity. The effects of transaction gains and losses were not material for the periods presented.

Debt Issuance Costs

Debt issuance costs incurred in connection with the sale of the Senior Notes (see Note 10) and the Credit Facility (see Note 9) are being amortized over the life of the debt using a method which

F-8

approximates the interest method. Debt issuance costs are reflected net of accumulated amortization of $3,370, $4,608 and $5,593 at December 31, 1999, 2000 and September 30, 2001, respectively.

Cost in Excess of Net Assets Acquired

The excess of cost over the fair market value of the net assets of businesses acquired (goodwill) is amortized on a straight-line basis over 40 years. Cost in excess of net assets acquired is reflected net of accumulated amortization of $17,858, $22,999 and $26,765 at December 31, 1999, 2000 and September 30, 2001, respectively.

Other Assets—Long Term

As part of the proceeds from the sale of the Distribution Group (see Note 3), the Company received from the Buyer (i) Series B preferred stock valued by the Company at $1,929 (stated value of $8,650 net of a valuation allowance of $6,721) and (ii) an 18% senior subordinated promissory note dated October 27, 2000 ("18% Buyer Note") with a principal amount of $10,050 and a discounted value of $8,365. The 18% Buyer Note, which matures on October 28, 2005, bears interest at (i) 15% per annum compounded semi-annually due and payable in arrears semi-annually on April 27 and October 27 of each year or until the principal amount is paid in full and (ii) 3% per annum compounded semi-annually due and payable in full at the earlier of the maturity date or date until the principal amount is paid in full. During the year ended December 31, 2000 and the nine months ended September 30, 2001, $228 and $1,100, respectively, of interest income, classified as interest income on the accompanying statements of operations, was recorded on the 18% Buyer Note. No income has been recorded for the Series B preferred stock. Both of these financial instruments are classified as a part of other assets in the accompanying balance sheet.

Impairment of Long-Lived and Intangible Assets

Long-lived assets and identifiable intangibles (including related cost in excess of net assets acquired) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the related asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the asset is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of accounts receivable from its customers including DaimlerChrysler, Ford, General Motors and AT&T Wireless Services, which are located throughout the United States and, to a lesser extent, the United Kingdom. The credit risk associated with the Company's accounts receivable is mitigated by its credit evaluation process, although collateral is not required. The Company grants credit to certain customers who meet pre-established credit requirements.

F-9

Accounts receivable is reflected net of an allowance for doubtful accounts of $867, $1,624 and $1,308 at December 31, 1999, 2000 and September 30, 2001, respectively.

Revenue Recognition

Revenues are recognized at the time of shipment to the customer or as services are performed.

Warranty Cost Recognition

The Company accrues for estimated warranty costs as sales are made.

Stock-Based Compensation

The Company has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for the stock options granted to employees and directors. Accordingly, employee and director compensation expense is recognized only for those options whose price is less than fair market value at the measurement date. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation.

New Accounting Standards

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.

SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived intangible assets. Instead, these assets must be reviewed annually (or more frequently under certain conditions) for impairment in accordance with this statement. This impairment test uses a fair value approach rather than the undiscounted cash flows approach previously required by SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Intangible assets that do not have indefinite lives will continue to be amortized over their useful lives and reviewed for impairment in accordance with SFAS No. 121. The Company is required to adopt SFAS No. 142 effective January 1, 2002.

The Company is currently evaluating its intangible assets in relation to the provisions of SFAS No. 142 to determine the impact, if any, the adoption of SFAS No. 142 will have on its results of operations or financial position.

Reclassifications

Certain prior-year amounts have been reclassified to conform to the 2001 presentation.

F-10

Note 3: Discontinued Independent Aftermarket Segment

On August 3, 2000, the Company adopted a plan to discontinue the Independent Aftermarket segments of its business, which contained (i) the Distribution Group, a distributor of remanufactured transmissions and related drivetrain components to independent aftermarket customers, and (ii) the Company's domestic remanufactured engines business ("Engines") which remanufactured and distributed engines primarily through a branch distribution network to independent aftermarket customers. In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, the Company had aggregated the Distribution Group and Engines segments. Because the measurement date for discontinuance of the Independent Aftermarket segments (the "Measurement Date") occurred prior to issuance of the Company's June 30, 2000 interim financial statements, the discontinued operations presentation was first shown on those second quarter and year-to-date condensed interim financial statements. At the Measurement Date, the Company planned to sell the Distribution Group by December 31, 2000 and planned to restructure Engines, return it to profitability and position it for sale by June 30, 2001.

Sale of the Distribution Group

On October 27, 2000, the Company consummated the sale of all the outstanding capital stock of the Distribution Group to ATCDG Acquisition Corp., Inc. ("Buyer"), an indirect wholly owned subsidiary of Aceomatic-Recon Holdings Corporation, which is an affiliate of The Riverside Company. The purchase price for the stock of the Distribution Group was comprised of $60,079 in cash (as calculated on October 27, 2000), Series B preferred stock of Buyer valued by the Company at $1,929 (stated value of $8,650 net of a valuation allowance of $6,721) and an 18% senior subordinated promissory note of Buyer with a principal amount of $10,050 and a discounted value of $8,365. The cash purchase price was subject to an increase or decrease if it was determined that the Distribution Group's net working capital as of the closing date was above or below a specified target amount. On June 29, 2001, Buyer and the Company agreed upon the Distribution Group's actual net working capital as of the closing date. As a result, the purchase price for the sale of the Distribution Group was reduced by $3,675.

Discontinued Operations Subsequently Retained

The Company's restructuring of Engines, which (i) eliminated its 21 branch distribution network and replaced it with a business model that sells and distributes remanufactured engines directly to independent aftermarket customers on an overnight delivery basis from four regional distribution centers, (ii) applied lean manufacturing techniques to improve productivity and reduce manufacturing cost and (iii) significantly improved product quality to reduce product warranty cost, was successful in returning this business to profitability. However, efforts to identify an interested buyer placing sufficient value on this business were unsuccessful. Consequently, on June 25, 2001, the Company elected to retain Engines.

As a result of this decision and in accordance with Emerging Issues Task Force ("EITF") No. 90-16, Accounting for Discontinued Operations Subsequently Retained, the Company has reclassified the results of operations for Engines from discontinued operations to continuing operations for all periods presented.

F-11

At December 31, 2000 and June 30, 2001, the date the Company reported the re-continuance of Engines, the net assets of Engines were as follows:

	December 31, 2000			June 30, 2001
Accounts receivable, net	$	2,952		$	3,650
Inventories		11,966			10,723
Other current assets		355			313
Property, plant and equipment, net		2,206			1,981
Other long-term assets		—			261
Accounts payable		(52	)		(2,401	)
Accrued expenses		(7,427	)		(4,527	)

	$	10,000		$	10,000

For the years ended December 31, 1998, 1999 and 2000 and for the nine months ended September 30, 2000 and 2001, the operating results of Engines were as follows:

	For the Years Ended December 31,									For the Nine Months Ended September 30,
	1998			1999			2000			2000			2001
Net sales	$	28,080		$	37,539		$	29,136		$	23,257		$	18,358
Cost of sales		24,430			30,007			25,499			19,750			14,408
Special charges		1,347			2,852			9,134			9,134			—

Gross profit (loss)		2,303			4,680			(5,497	)		(5,627	)		3,950
Selling, general and administrative expense		4,776			9,710			8,360			6,662			2,464
Amortization of intangible assets		466			462			230			230			—
Special charges		1,303			481			23,450			23,450			—

Income (loss) from operations		(4,242	)		(5,973	)		(37,537	)		(35,969	)		1,486
Other income (expense), net		—			(11	)		1			2			11
Interest expense		672			789			870			651			438
Income tax expense (benefit)		(1,867	)		(2,485	)		(14,366	)		(13,985	)		407

Income (loss) from continuing operations	$	(3,047	)	$	(4,288	)	$	(24,040	)	$	(22,633	)	$	652

As of June 30, 2000, the Company reclassified $32,584 of expense related to Engines from loss on discontinued operations to special charges, including (i) $3,783 of product warranty costs for units remanufactured and sold prior to 2000, (ii) $1,175 of restructuring charges and (iii) a loss of $27,626

F-12

related to the impairment and write-down of certain assets to their estimated net realizable value which included the following components:

Impairment of cost in excess of net assets acquired	$	15,614
Impairment of fixed assets		5,790
Write-down of inventory		5,351
Write-down of un-collectible accounts receivable balances		871

	$	27,626

Discontinued Operations

On the Measurement Date, the Company estimated a pre-tax loss on disposal of the Independent Aftermarket segments of $174,013. As a result of the Company's decision to retain Engines, the Company reclassified the Engines operating loss of $32,584 from discontinued operations to continuing operations as of June 30, 2000. As adjusted for the Engines reclass of $32,584, the estimated pre-tax loss of $141,429 for disposal of discontinued operations included the following: (i) estimated loss on disposal of the Distribution Group business of $138,823, which included a provision for anticipated losses of $10,779 from the Measurement Date until disposal, the write-off of previously allocated goodwill, provisions for the valuation of certain assets, and anticipated costs of disposal including lease terminations, severance, retention and other employee benefits, professional fees and other costs directly associated with the discontinuance; and (ii) estimated provision for loss on disposal of Engines of $2,606.

On June 30, 2001, based upon (i) the $3,675 net working capital adjustment to the purchase price, (ii) the actual operating results of the Distribution Group between the Measurement Date and disposal and (iii) the current estimate of the remaining obligations and other costs related to the sale of the Distribution Group, the Company increased the estimated pre-tax loss on disposal by $3,010. Additionally, on June 30, 2001, in accordance with EITF No. 90-16, the Company reversed into income $2,113, the remaining estimated accrued loss on disposal of Engines.

The estimated loss on the sale of the Distribution Group and the actual losses from discontinued operations incurred since the Measurement Date were applied against the accrued loss established effective with the Measurement Date. The accrual balance as of September 30, 2001 of $2,056, classified as liabilities of discontinued operations, represents the current estimate of the remaining obligations and other costs related to the sale of the Distribution Group.

The consolidated statements of operations have been reclassified to report the operating results of the Distribution Group business as discontinued operations and accordingly, their results have been excluded from continuing operations for all periods presented. Net sales from the Distribution Group business were $186,050, $199,402, $172,814 and $157,586 for the years ended December 31, 1998, 1999, 2000 and the nine months ended September 30, 2000, respectively. Interest expense for the years ended December 31, 1998 and 1999 of $2,132 and $3,332 has been allocated to the discontinued operations based on the actual consideration received from the sale of the Distribution Group, less the amount of debt attributable to the

F-13

acquisition of All Trans (part of the Distribution Group) in the fourth quarter of 1999. Interest expense for the year ended December 31, 2000 of $5,188 has been allocated to the discontinued operations based on the actual consideration received from the sale of the Distribution Group. Interest expense for the nine months ended September 30, 2000 of $5,204 has been allocated to the discontinued operations based on the anticipated cash proceeds from the sale of the Distribution Group.

Details of the loss recorded from discontinued operations, net of the reclassification of the Engines discontinued operations to continuing operations, are as follows:

	For the Years Ended December 31,									For the Nine Months Ended September 30,
	1998			1999			2000			2000			2001
Loss from operations	$	10,350		$	15,563		$	9,429		$	9,429		$	—
Income tax benefit		(4,150	)		(5,594	)		(3,061	)		(3,061	)		—

Loss from operations, net of income taxes		6,200			9,969			6,368			6,368			—

Estimated loss from disposal		—			—			141,429			141,429			897
Reclassification of discontinued operations to continuing operations⁽¹⁾		—			—			(2,403	)		(615	)		961
Income tax benefit		—			—			(46,105	)		(46,486	)		(713	)

Loss from disposal (net), net of income taxes		—			—			92,921			94,328			1,145

Loss from discontinued operations (net), net of income taxes	$	6,200		$	9,969		$	99,289		$	100,696		$	1,145

⁽¹⁾: Represents the reclassification of the operating results for Engines from discontinued operations to continuing operations as required per EITF No. 90-16.

Note 4. Acquisitions and Sale of Subsidiaries

In July 1997, the Company acquired substantially all of the assets of ATS Remanufacturing ("ATS"), a remanufacturer of automatic transmissions and related components located in Gastonia, North Carolina. To complete this acquisition, the Company made cash payments totaling $12,854, including transaction fees and related expenses. In addition, the ATS acquisition requires subsequent payments due on each of the first eight anniversaries and the fifth through 14^th anniversaries of the closing date to the seller and certain other key officers and employees of ATS, respectively. Through September 30, 2001, the Company had made aggregate payments of $4,410 related to the ATS acquisition. Substantially all of the remaining payments to be made in the future, which will aggregate to approximately $14,560 (present value $12,866 as of September 30, 2001), are contingent upon the attainment of certain sales levels by ATS, which the Company believes have a substantial likelihood of being attained. Goodwill recorded for ATS was $26,104. The operations of ATS were not material to the Company's consolidated operations.

F-14

In March 1998, the Company acquired substantially all the assets of the OEM Division of Autocraft Industries, Inc. ("Autocraft"), which contained (i) a remanufacturer and distributor of remanufactured transmissions to Ford, (ii) a value added logistics business providing services to AT&T Wireless Services, (iii) a reverse logistics services business, (iv) a remanufacturer and distributor of electronic control modules, instrument display clusters and radios and (v) a manufacturer and distributor of select remanufactured and newly assembled engines to certain European OEMs, including Ford's and General Motors's European operations and Jaguar. The purchase price of $121,738, including transaction fees and related expenses, includes $5,664 paid during 1999 based on the performance of the OEM Division's European operations during 1998. Goodwill recorded for Autocraft was $73,401.

These acquisitions have been accounted for under the purchase method of accounting. Accordingly, the allocation of the cost of the acquired assets and liabilities has been made on the basis of the estimated fair value. The consolidated financial statements include the operating results of each business from the date of acquisition.

In December 1998, the Company agreed to sell the assets of its Canadian heavy-duty truck remanufacturing operation ("Mascot") for $3,808 in cash and the assumption of certain liabilities. As part of this transaction, the Company recorded a $1,182 loss in the fourth quarter of 1998. In February 1999, the Company collected the $3,808 of cash proceeds.

The pro forma effects of the 1998 Autocraft acquisition and the sale of Mascot in 1999 were immaterial to the Company's results of operations for the years ended December 31, 1999 and 1998.

Note 5. Related-Party Transactions

During 1998 and 1999, the Company received fees totaling $1,062 and $1,229, respectively, from The Fred Jones Companies, Inc., the former owner of Autocraft, for computer systems support services provided by the Company. In addition, during 1998 and 1999, the Company sold $95 and $63, respectively, of products to certain automobile dealerships owned by a limited liability company in which The Fred Jones Companies has a significant equity interest. Fred Hall, a former director of the Company, is Chairman, President, Chief Executive Officer and a significant stockholder of The Fred Jones Companies. The Fred Jones Companies, Inc., is no longer considered a related party as Fred Hall left his position on the Board of Directors of the Company during 1999.

The Company rents certain of its facilities from previous owners of acquired companies. Rent expense includes amounts paid to certain of these related parties of $1,033 and $318 for the years ended December 31, 1998 and 1999, respectively. No amounts were paid for related party rents for the year ended December 31, 2000 or the nine months ended September 30, 2001.

The Company paid or owed at year end to Aurora Capital Partners ("ACP"), which controls the Company's largest stockholders, $1,875, $800 and $750 in fees for investment banking services provided in connection with companies acquired or divested in 1998, 1999 and 2000, respectively. No such fees for investment banking services were paid to ACP during the nine months ended September 30, 2001. The amounts paid to ACP in 1999 and 2000 were associated with the Distribution Group and are presented as

F-15

discontinued operations in the accompanying financial statements. In addition, ACP was paid management fees of $541, $596, $549 and $412 during the years ended December 31, 1998, 1999, 2000 and the nine months ended September 30, 2001, respectively. The Company reimburses ACP for out-of-pocket expenses incurred in connection with providing management services. ACP is also entitled to various additional fees depending on the Company's profitability or certain significant corporate transactions. No such additional fees were paid in 1998, 1999, 2000 or the nine months ended September 30, 2001.

As part of the stock purchase agreement between the Company and the Buyer of the Distribution Group, the Company received fees for information systems services provided to Buyer. The Company received $11 and $255 for such services during the year ended December 31, 2000 and the nine months ended September 30, 2001, respectively. The information systems service agreement between the Company and the Buyer expired on March 31, 2001. In addition, pursuant to the 18% Buyer Note, interest of $1,508 was received by the Company during the nine months ended September 30, 2001.

Note 6. Inventories

Inventories of continuing operations consist of the following:

	December 31,
	December 31,				September 30, 2001
	1999		2000		September 30, 2001
Raw materials, including core inventories	$	37,115	$	44,432	$	51,153
Work-in-process		1,742		1,650		1,443
Finished goods		12,941		9,397		16,432

	$	51,798	$	55,479	$	69,028

Note 7. Property, Plant and Equipment

Property, plant and equipment of continuing operations are summarized as follows:

	December 31,
	December 31,						September 30, 2001
	1999			2000			September 30, 2001
Land	$	2,029		$	2,029		$	2,029
Buildings		10,074			10,616			10,660
Machinery and equipment		41,273			44,072			47,957
Autos and trucks		2,058			1,325			867
Furniture and fixtures		2,969			2,641			4,566
Leasehold improvements		11,433			10,712			11,285
Construction in process		1,533			754			5,399

		71,369			72,149			82,763
Less: Accumulated depreciation and amortization		(23,472	)		(25,873	)		(31,019	)

	$	47,897		$	46,276		$	51,744

F-16

Note 8. Accrued Expenses

Accrued expenses of continuing operations are summarized as follows:

	December 31,
	December 31,				September 30, 2001
	1999		2000		September 30, 2001
Payroll and related costs	$	8,844	$	10,782	$	12,356
Interest payable		7,101		5,818		2,825
Non-income related taxes		2,863		2,851		3,372
Warranty		2,871		3,474		4,013
Restructuring and other costs		3,417		3,752		3,319
Other		8,603		7,334		10,091

	$	33,699	$	34,011	$	35,976

Note 9. Credit Facility

The Company has a credit facility with J.P. Morgan Chase, as agent (the "Bank"), comprised of a $130,000 term loan (the "Term Loan") and a $100,000 line of credit (the "Revolver") (collectively, the "Credit Facility") to finance the Company's working capital requirements and future acquisitions and the acquisition of Autocraft (see Note 4). Amounts advanced under the Credit Facility are secured by substantially all the assets of the Company. Amounts outstanding under the Term Loan are payable in quarterly installments through December 31, 2003. Amounts advanced under the Revolver become due on December 31, 2003. The balance outstanding on the Term Loan as of December 31, 1999, 2000 and September 30, 2001 was $103,359, $44,100 and $33,075, respectively. The Company may prepay outstanding advances under the Revolver or the Term Loan in whole or in part without incurring any premium or penalty. The balance on the Revolver was $83,200, $62,600 and $78,200 as of December 31, 1999, 2000 and September 30, 2001, respectively. In addition, the Company had outstanding letters of credit issued against the Credit Facility totaling $1,920, $4,219 and $4,280 at December 31, 1999, 2000 and September 30, 2001, respectively.

At the Company's election, amounts advanced under the Credit Facility will bear interest at either (i) the Alternate Base Rate plus a specified margin, or (ii) the Eurodollar Rate plus a specified margin. The "Alternate Base Rate" is equal to the highest of (a) the Bank's prime rate, (b) the secondary market rate for three-month certificates of deposit plus 1.00% and (c) the federal funds rate plus 0.50%, in each case as in effect from time to time. The "Eurodollar Rate" is the rate offered by the Bank for Eurodollar deposits for one, two, three, six or, if available by all lenders, nine months (as selected by the Company). The applicable margins for both Alternate Base Rate and Eurodollar Rate loans are subject to a quarterly adjustment based on the Company's leverage ratio as of the end of the four fiscal quarters then completed. At December 31, 2000 and September 30, 2001, the Alternate Base Rate margin was 1.00% and 0.25%, respectively, and the Eurodollar Rate margin was 2.00% and 1.75%, respectively. Interest payments on advances that bear interest based upon the Alternate Base Rate are due quarterly in arrears and on the termination date, and interest payments on advances that bear interest based upon the Eurodollar Rate are due on the last day of each relevant interest period (or, if such period exceeds three months, quarterly

F-17

after the first day of such period). The average interest rate on the credit facility for the years ended December 31, 1998, 1999, 2000 and nine months ended September 30, 2000 and 2001 was 6.72%, 7.70%, 8.75%, 8.62% and 7.03%%, respectively.

The Company is required to pay the Bank quarterly in arrears a commitment fee equal to a per annum percentage of the average daily unused portion of the Credit Facility during such quarter. The commitment is subject to a quarterly adjustment based on the Company's leverage ratio as of the end of the four fiscal quarters then completed. At December 31, 2000 and September 30, 2001, the quarterly commitment fee percentage was 0.500% and 0.375%, respectively. The Company must also reimburse the Bank for certain legal and other costs of the Bank and pay a fee on outstanding letters of credit at a rate per annum equal to the applicable margin then in effect for advances bearing interest at the Eurodollar Rate.

During 1998, in order to convert $50,000 of its Credit Facility to a fixed rate, the Company entered into a series of interest rate swap agreements scheduled to mature during July 2003. During 1999, the Company revised the maturity dates on $35,000 of the swap agreements to January 2001 in exchange for proceeds of $636. The proceeds were recorded as a deferred gain and are being amortized over the original life of the interest rate swap agreements.

The Credit Facility contains several covenants, including ones that require the Company to maintain certain levels of net worth, leverage and cash flow coverage, and others that limit the Company's ability to incur indebtedness, make capital expenditures, create liens, engage in mergers and consolidations, make restricted payments (including dividends), sell assets, make investments and engage in transactions with affiliates of the Company and its subsidiaries.

Annual maturities of the Company's Credit Facility were as follows as of December 31, 2000:

2001	$	14,700
2002		14,700
2003		77,300

	$	106,700

Note 10. 12% Series B and D Senior Subordinated Notes

On August 2, 1994, the Company completed a private placement issuance of $120,000 of 12% Series A Senior Subordinated Notes due in 2004. Proceeds from the issuance were used to partially finance the acquisitions made by the Company in 1994. The privately placed debt was subsequently exchanged for public debt (Series B).

On June 1, 1995, the Company completed another private placement issuance of $40,000 of 12% Series C Senior Subordinated Notes due in 2004. Proceeds of $42,400 from the issuance were used to finance acquisitions made by the Company during 1995. These notes have an effective interest rate of 10.95%. The privately placed debt was subsequently exchanged for public debt (Series D).

F-18

Interest on the 12% Series B and Series D Senior Subordinated Notes (the "Senior Notes") is payable semiannually on February 1 and August 1 of each year. The Senior Notes will mature on August 1, 2004. Beginning on August 1, 1999, and each anniversary date thereafter, the Senior Notes may be redeemed at the option of the Company, in whole or in part, at the redemption prices specified below, plus accrued and unpaid interest:

August 1,	Redemption Price
2000	104	%
2001	102	%
2002 and thereafter	100	%

During 1997, in accordance with the terms of the Senior Notes, the Company redeemed $30,000 in principal amount of the Series B Senior Notes and $10,000 in principal amount of the Series D Senior Notes. In connection with these redemptions, the Company recorded an extraordinary loss of $3,749, net of tax.

During 1998, the Company purchased and retired a total of $2,185 in principal amount of the Series D Senior Notes and $7,430 in principal amount of the Series B Senior Notes in open market transactions. In connection with these purchases, the Company recorded an extraordinary loss of $340, net of tax.

In the event of a change in control, the Company would be required to offer to repurchase the Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest.

F-19

The Senior Notes are general obligations of the Company, subordinated in right of payment to all existing and future senior debt (including the Company's Credit Facility). The Senior Notes are guaranteed by each of the Company's existing and future subsidiaries other than any subsidiary designated as an unrestricted subsidiary (as defined). As of December 31, 2000, the Company had no unrestricted subsidiaries. The Company may incur additional indebtedness, including borrowings under its Credit Facility (see Note 9), subject to certain limitations as contained in the Senior Notes indentures.

The indentures under which the Senior Notes were issued contain certain covenants that, among other things, limit the Company's ability to incur additional indebtedness under certain conditions, issue disqualified capital stock, engage in transactions with affiliates, incur liens, make certain restricted payments (including dividends), make certain asset sales and permit certain restrictions on the ability of its subsidiaries to make distributions.

Note 11. Income Taxes

Income tax expense from continuing operations consists of the following:

		For the Years Ended December 31,									For the Nine Months Ended September 30,
		1998			1999			2000			2000			2001
Current:
	Federal	$	573		$	7,844		$	(819	)	$	(7,688	)	$	753
	State		180			782			185			(436	)		517
	Foreign		516			—			70			70			95

Total current			1,269			8,626			(564	)		(8,054	)		1,365
Deferred:
	Federal		(249	)		1,550			2,486			5,873			10,268
	State		(46	)		(4	)		13			295			588
	Foreign		—			(433	)		(52	)		(52	)		70

Total deferred			(295	)		1,113			2,447			6,116			10,926

		$	974		$	9,739		$	1,883		$	(1,938	)	$	12,291

In addition, the Company has recognized tax benefits related to the exercise of certain non-qualified stock options and the disposition of certain shares pursuant to Incentive Stock Options prior to the expiration of the statutory holding period as an increase in stockholders' equity of $2,196, $64, $411, $405 and $27 for the years ended December 31, 1998, 1999, 2000 and the nine months ended September 30, 2000 and 2001, respectively.

F-20

The reconciliation of income tax expense computed at the U.S. federal statutory tax rates to income tax expense from continuing operations is as follows:

	For the Years Ended December 31,
	1998				1999					2000
	Amount		Percent		Amount			Percent		Amount			Percent
Tax at U.S. statutory rates	$	21	35.0	%	$	9,280		35.0	%	$	1,501		35.0	%
State income taxes, net of federal tax benefit		2	3.0			758		2.9			103		2.4
Foreign income taxes		675	1,144.5			(740	)	(2.8	)		(495	)	(11.5	)
Goodwill amortization		234	396.5			235		0.9			232		5.4
Nondeductible expenses		36	61.0			61		0.2			503		11.7
Other		6	10.8			145		0.5			39		0.9

	$	974	1,650.8	%	$	9,739		36.7	%	$	1,883		43.9	%

The effective income tax rate, expressed as a percentage of income from continuing operations, before income taxes, was 38.5% for the nine months ended September 30, 2001.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

		December 31,						September 30,
		1999			2000			2001
Deferred tax assets:
	Inventory obsolescence reserve	$	3,912		$	464		$	472
	Product warranty accruals		1,088			1,538			1,583
	Special charge accruals		3,067			2,030			1,998
	Discontinued operations reserve		—			12,254			12,398
	Other accruals and deferrals		5,545			2,889			3,779
	Net operating losses		1,814			49,186			40,926

Total deferred tax assets			15,426			68,361			61,156
Deferred tax liabilities:
	Amortization of intangible assets		12,270			12,485			14,929
	Accelerated depreciation		2,151			1,388			1,654
	Other accruals and deferrals		669			545			265

Total deferred tax liabilities			15,090			14,418			16,848
	Valuation allowance		(1,368	)		(9,187	)		(9,187	)

Net deferred tax asset (liability)		$	(1,032	)	$	44,756		$	35,121

As of December 31, 2000, the Company had Federal and State net operating loss carryforwards of approximately $109,029. These loss carryforwards are available as an offset to the future taxable income of the Company and its subsidiaries. The Federal loss carryforward expires in 2020, and the state loss

F-21

carryforwards expire in varying amounts from 2004 to 2020. The Company, through its subsidiary in the U.K., has surplus Advance Corporate Tax ("ACT") of approximately $424 available as a direct offset to future U.K. tax liability. The Company's surplus ACT can be carried over indefinitely.

A valuation allowance has been established, in accordance with the requirements of SFAS 109, for the tax benefits associated with certain state loss carryforwards. Due to the limitations imposed by certain states on the Company's ability to utilize these benefits, realization is not deemed likely. A valuation allowance has also been established for certain foreign tax benefits due to similar limitations imposed by the foreign tax jurisdiction. The Company believes that, consistent with the standards set forth under SFAS 109, it is more likely than not that the tax benefits associated with the balance of loss carryforwards and other deferred tax assets will be realized through future taxable earnings or alternative tax strategies.

Note 12. Stock Options and Warrants

The Company provides stock options to employees, non-employee directors and independent contractors under its 1996 Stock Incentive Plan (the "1996 Plan"), its 1998 Stock Incentive Plan (the "1998 Plan") and its 2000 Stock Incentive Plan (the "2000 Plan"). The Plans provide for granting of non-qualified and incentive stock option awards. Options under the Plans are generally granted at fair value and vest over a period of time to be determined by the Board of Directors, generally from three to five years. Options under the Plans expire 10 years from the date of grant. The Company has reserved 2,400,000, 1,200,000 and 800,000 shares of common stock under the 1996, 1998 and 2000 Plans, respectively. Options available for grant under the Plans were 525,106, 249,355 and 714,683 as of December 31, 1998, 1999 and 2000, respectively.

A summary of the status of the Company's option plans are presented below:

	1998				1999				2000
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Outstanding at beginning of year	1,993,914		$	3.82	1,843,920		$	7.46	1,918,675		$	7.43
Granted	1,336,000		$	9.54	544,500		$	8.05	763,950		$	10.93
Exercised	(834,494	)	$	1.67	(200,996	)	$	3.11	(196,528	)	$	2.21
Canceled	(651,500	)	$	7.97	(268,749	)	$	12.18	(479,278	)	$	11.26

Outstanding at end of year	1,843,920		$	7.46	1,918,675		$	7.43	2,006,819		$	8.36

Exercisable at end of year	600,234		$	4.71	874,083		$	5.40	976,798		$	6.14

Weighted-average fair value of options granted during the year			$	5.98			$	6.07			$	8.44

During the nine months ended September 30, 2001, the Company granted 693,000 options, 27,369 options were exercised and 126,967 options were forfeited.

F-22

The following summarizes information about options outstanding as of December 31, 2000:

		Options Outstanding				Options Exercisable
Range of Exercise Prices		Shares	Average Remaining Life	Weighted- Average Exercise Prices		Shares	Weighted- Average Exercise Prices
	$1.67	11,696	5.0 years	$	1.67	11,696	$	1.67
$	4.60-$6.90	896,000	5.8 years	$	5.04	796,667	$	5.03
$	6.91-$9.20	239,834	8.5 years	$	8.92	80,196	$	8.92
$	9.21-$11.50	741,700	8.9 years	$	10.90	33,334	$	10.00
$	11.51-$18.50	117,589	7.0 years	$	17.12	54,905	$	16.69

		2,006,819	7.3 years	$	8.36	976,798	$	6.14

During 1994, the Company issued warrants to purchase 421,056 shares of Common Stock at $1.67 per share, the fair value of the Common Stock on the date of grant. The warrants are exercisable through 2004. During 2000, in a cashless transaction, 140,352 of these warrants were exercised and 114,218 shares of the Company's common stock were issued. During the nine months ended September 30, 2001, in cashless transactions, 210,528 of these warrants were exercised and 181,921 shares of the Company's common stock were issued.

Had compensation cost for the Company's Plans been determined in accordance with SFAS No. 123, Accounting for Stock-Based Compensation, the Company's reported net income and earnings per share would have been adjusted to the pro forma amounts indicated below:

		For the Years Ended December 31,
		1998			1999		2000
Income (loss) from continuing operations:
	As reported	$	(915	)	$	16,776	$	2,406
	Pro forma		(3,376	)		13,653		(470	)
Basic earnings (loss) per common share:
	As reported	$	(0.05	)	$	0.82	$	0.12
	Pro forma		(0.17	)		0.67		(0.02	)

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	For the Years Ended December 31,
	1998	1999	2000
Expected volatility	71.16%	72.17%	87.90%
Risk-free interest rates	5.25%	5.75%	6.25%
Expected lives	6.3 years	7.9 years	5.2 years

F-23

The Company has not paid and does not anticipate paying dividends; therefore, the expected dividend yield is assumed to be zero.

Note 13. Common and Preferred Stock

On August 26, 1998, the Company's Board of Directors authorized the Company to repurchase 350,000 shares of the Company's Common Stock. During 1998, the Company repurchased 172,000 shares at an average price of $11.59 per share.

On January 8, 2001, the Company, together with certain members of management and directors of the Company, certain principals and affiliates of the Aurora Capital Group and certain other shareholders of the Company, commenced a program for the purchase of up to 1,850,000 shares of the Company's common stock. Such purchases may be made from time to time in the open market, through privately negotiated transactions or through block purchases. Purchases were conducted in accordance with the Securities and Exchange Commissions' Rule 10b-18, subject to market conditions, applicable legal requirements and other factors. As of September 30, 2001, 1,364,200 shares of the Company's common stock were purchased under the program, of which 439,337 shares at an average price of $5.33 per share were purchased by the Company.

Note 14. Derivative Financial Instruments

On January 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (as amended by SFAS No. 137 and 138). SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive loss, depending on whether a derivative is designated a part of a hedge and, if it is, the type of hedge transaction. For derivatives qualifying as hedges of future cash flows, the effective portion of changes in fair value is recorded temporarily in equity, then recognized in earnings along with the related effects of the hedged items. Any ineffective portion of a hedge is reported in earnings as it occurs.

The Company uses interest rate swaps to convert variable rate debt to fixed rate debt to reduce interest rate volatility risk. In accordance with SFAS No. 133, the Company has designated its swap agreement as a cash flow hedge and recorded the fair value of this hedge agreement as part of other comprehensive loss. The swap is based on a notional amount of $15,000 at the fixed interest rate of 5.95% during the term of the swap agreement. At January 1, 2001, the Company's financial statements were adjusted to record a cumulative effect of adopting this accounting change as an addition to other long-term liabilities of $45, and an increase to other comprehensive loss in the amount of $28 (net of income tax benefit of $17). For the nine months ended September 30, 2001, the effective portion of changes in fair value of this derivative amounted to $683 and is recorded as an addition to other long-term liabilities and an increase to other comprehensive loss in the amount of $420 (net of income tax benefit of $263). The fair value of this derivative as a liability amounted to $728 at September 30, 2001.

F-24

Note 15. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share from continuing operations:

			For the Years Ended December 31,							For the Nine Months Ended September 30,
			1998			1999		2000		2000			2001
Numerator:
	Income (loss) from continuing operations		$	(915	)	$	16,776	$	2,406	$	(3,145	)	$	19,633

Denominator:
	Weighted-average common shares outstanding			19,985,850			20,324,640		20,663,102		20,633,807			20,457,499
	Effect of dilutive securities:
		Employee stock options and warrants		—			838,961		500,387		—			443,918

	Denominator for diluted earnings per common share			19,985,850			21,163,601		21,163,489		20,633,807			20,901,417

Basic earnings (loss) per common share			$	(0.05	)	$	0.82	$	0.12	$	(0.15	)	$	0.96
Diluted earnings (loss) per common share				(0.05	)		0.79		0.11		(0.15	)		0.94

Due to the losses reported for the year ended December 31, 1998 and for the nine months ended September 30, 2000, the applicable share calculation above excludes the antidilutive effect of stock options and warrants which would have been 1,092,511 and 609,080, respectively, had the Company not reported a loss.

Note 16. Employee Retirement Plans

The Company's defined contribution plans provide substantially all U.S. salaried and hourly employees of the Company an opportunity to accumulate personal funds for their retirement, subject to minimum duration of employment requirements. Contributions are made on a before-tax basis to substantially all of these plans.

As determined by the provisions of each plan, the Company matches a portion of the employees' basic voluntary contributions. Company matching contributions to the plans were approximately $560, $1,003, and $998 for the years ended December 31, 1998, 1999 and 2000. For the nine months ended September 30, 2000 and 2001, the Company's matching contributions to the plans were approximately $832 and $1,145, respectively.

F-25

In addition, the Company's subsidiary located in the U.K. provides a voluntary retirement benefits plan for its employees. Company matching contributions to this plan were approximately $329, $414 and $291 for the years ended December 31, 1998, 1999 and 2000, respectively. For the nine months ended September 30, 2000 and 2001, the Company's matching contributions to this plan were approximately $215 and $233, respectively.

Note 17. Commitments and Contingencies

The Company leases certain facilities and equipment under various operating lease agreements, which expire on various dates through 2012. Facility leases that expire generally are expected to be renewed or replaced by other leases. Future minimum rental commitments under non-cancelable operating leases with terms in excess of one year are as follows:

For the Years Ended December 31,
2001	$	7,352
2002		5,568
2003		5,365
2004		4,465
2005		3,023
2006 and thereafter		6,301

	$	32,074

Rent expense for all operating leases approximated $5,622, $7,377 and $7,908 for the years ended December 31, 1998, 1999 and 2000, respectively. For the nine months ended September 30, 2000 and 2001, rent expense for all operating leases approximated $5,857 and $6,017, respectively.

The Company is subject to various evolving federal, state, local and foreign environmental laws and regulations governing, among other things, emissions to air, discharge to waters and the generation, handling, storage, transportation, treatment and disposal of a variety of hazardous and non-hazardous substances and wastes. These laws and regulations provide for substantial fines and criminal sanctions for violations and impose liability for the costs of cleaning up, and damages resulting from, past spills, disposals or other releases of hazardous substances.

In connection with the acquisition of certain subsidiaries, some of which have been subsequently divested or relocated, the Company conducted certain investigations of these companies' facilities and their compliance with applicable environmental laws. The investigations, which included Phase I assessments by independent consultants of all manufacturing and various distribution facilities, found that a number of these facilities have had or may have had releases of hazardous materials that may require remediation and also may be subject to potential liabilities for contamination from off-site disposal of substances or wastes. These assessments also found that reporting and other regulatory requirements, including waste management procedures, were not or may not have been satisfied. Although there can be no assurance, the Company believes that, based in part on the investigations conducted, in part on certain

F-26

remediation completed prior to or since the acquisitions, and in part on the indemnification provisions of the agreements entered into in connection with the Company's acquisitions, the Company will not incur any material liabilities relating to these matters.

One of the Company's former subsidiaries, RPM, leased several facilities in Azusa, California located within what is now the Baldwin Park Operable Unit of the San Gabriel Valley Superfund Site. The entity that leased the facilities to RPM has been identified by the United States Environmental Protection Agency, or EPA, as one of approximately nineteen potentially responsible parties, or PRPs, for environmental liabilities associated with the Superfund Site. The Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA or Superfund) provides for cleanup of sites from which there has been a release or threatened release of hazardous substances, and authorizes recovery of related response costs and certain other damages from PRPs. PRPs are broadly defined under CERCLA, and generally include present owners and operators of a site and certain past owners and operators. As a general rule, courts have interpreted CERCLA to impose strict, joint and several liability upon all persons liable for cleanup costs. As a practical matter, however, at sites where there are multiple PRPs, the costs of cleanup typically are allocated among the PRPs according to a volumetric or other standard. The EPA has preliminarily estimated that it will cost between $150 million and $200 million to construct and to operate for an indefinite period an interim remedial groundwater pumping and treatment system for the part of the San Gabriel Valley Superfund site within which RPM's facilities, as well as those of many other potentially responsible parties, are or were located. The actual cost of this remedial action could vary substantially from this estimate, and additional costs associated with this Superfund site are likely to be assessed. RPM moved all manufacturing operations out of the San Gabriel Valley Superfund site area in 1995. Since July 1995, RPM's only real property interest in this area has been the lease of a 6,000 square foot storage and distribution facility. The acquisition agreement by which the Company acquired the assets of RPM in 1994 and the leases pursuant to which the Company leased RPM's facilities after it acquired the assets of RPM expressly provide that the Company did not assume any liabilities for environmental conditions existing on or before the closing of the acquisition, although the Company could become responsible for those liabilities under various legal theories. The Company is indemnified against any such liabilities by the company that sold RPM to it as well as the shareholders of that company. There can be no assurance, however, that the Company would be able to make any recovery under any indemnification provisions. Since the closing of the acquisition, the Company has been engaged in negotiations with the EPA to settle any liability that it may have for this site. Although there can be no assurance, the Company believes that it will not incur any material liability as a result of RPM's lease of properties within the San Gabriel Valley Superfund site.

In connection with the sale of the Distribution Group (the "DG Sale") on October 27, 2000 (see Note 3), the Company has agreed to certain matters with Buyer that could result in contingent liability to the Company in the future. These include the Company's indemnification of Buyer against (i) environmental liability at former Distribution Group facilities that had been closed prior to the DG Sale, including the former manufacturing facility in Azusa, California within the Superfund site mentioned above and former manufacturing facilities in Mexicali, Mexico and Dayton, Ohio, (ii) any other environmental liability of the Distribution Group relating to periods prior to the DG Sale, in most cases subject to

F-27

a $0.8 million deductible and a $12.0 million cap except with respect to closed facilities, (iii) liabilities of the Distribution Group existing at the time of the DG Sale but not disclosed to Buyer, subject to the $0.8 million deductible and $12.0 million cap, (iv) any tax liability of the Distribution Group relating to periods prior to the DG Sale and (v) certain health claims that may be asserted by employees of the Distribution Group relating to the air quality at one of its facilities prior to the DG Sale. In addition, prior to the DG Sale several of the Distribution Group's real estate and equipment leases were guaranteed by the Company. These guarantees remain in effect after the DG Sale so the Company continues to be liable for the Distribution Group's obligations under such leases in the event that the Distribution Group does not honor those obligations. Buyer has agreed to indemnify the Company for any liability that the Company may incur pursuant to the guarantees. Following the Distribution Group sale, Buyer was merged into the Distribution Group and the Distribution Group succeeded to all of Buyer's obligations, including its obligation to indemnify the Company with respect to the guarantees.

Note 18. Reportable Segments

The Company has two reportable segments in continuing operations: the Drivetrain Remanufacturing segment and the Logistics segment. The Drivetrain Remanufacturing segment consists of five operating units that primarily sell remanufactured transmissions directly to DaimlerChrysler, Ford, General Motors and several foreign OEMs, primarily for use as replacement parts by their domestic dealers during the warranty and post-warranty periods following the sale of a vehicle. In addition, the Drivetrain Remanufacturing segment sells select remanufactured and newly assembled engines to certain European OEMs, including Ford's and General Motors's European operations and Jaguar. The Company's Logistics segment consists of three operating units: (i) a provider of value added warehouse and distribution services, turnkey order fulfillment and information services for AT&T Wireless Services; (ii) a provider of returned material reclamation and disposition services and core management services primarily to Ford and to a lesser extent, General Motors; and (iii) an automotive electronic components remanufacturing and distribution business, primarily for Delphi and Visteon. The Company's Engines business unit, which is not a reportable segment and shown as "Other", remanufactures and distributes domestic and foreign engines from four regional distribution centers primarily to independent aftermarket customers.

The Company evaluates performance based upon income from operations. The reportable segments' and the "other" business unit's accounting policies are the same as those described in the summary of significant accounting policies (see Note 2.)

As a result of and concurrent with the decision to discontinue the Company's Independent Aftermarket segment, the management fees previously allocated to this discontinued segment were re-allocated to continuing operations. Additionally, and to more accurately reflect segment financial performance, the Company revised its allocation methodology of corporate overhead and changed from a partial to a full allocation of expenses relating to the Company's corporate offices. Allocation percentages for each business unit are based on full year profit before tax. These revisions have been incorporated for all periods presented.

F-28

The reportable segments and the "other" business unit are each managed and measured separately primarily due to the differing customers, production processes, products sold and distribution channels. The reportable segments and other business unit are as follows:

		Drivetrain Remanufacturing		Logistics		Other			Totals
As of and for the year ended December 31, 1998:
	Revenues from external customers	$	232,320	$	40,323	$	28,080		$	300,723
	Depreciation and amortization expense		8,066		1,615		1,254			10,935
	Special charges		2,400		—		2,650			5,050
	Segment profit (loss)		24,458		3,384		(4,242	)		23,600
	Segment assets		320,502		40,558		42,644			403,704
	Expenditures for long-lived assets		4,695		2,560		3,241			10,496
As of and for the year ended December 31, 1999:
	Revenues from external customers	$	268,897	$	59,127	$	37,539		$	365,563
	Depreciation and amortization expense		9,441		2,281		1,578			13,300
	Special charges		975		570		3,333			4,878
	Segment profit (loss)		50,506		7,665		(5,973	)		52,198
	Segment assets		336,135		47,103		45,538			428,776
	Expenditures for long-lived assets		4,421		1,942		3,124			9,487
As of and for the year ended December 31, 2000:
	Revenues from external customers	$	254,280	$	89,077	$	29,136		$	372,493
	Depreciation and amortization expense		9,360		2,786		845			12,991
	Special charges		—		—		32,584			32,584
	Segment profit (loss)		49,028		17,394		(37,537	)		28,885
	Segment assets		382,499		63,090		17,479			463,068
	Expenditures for long-lived assets		5,156		5,556		306			11,018
For the nine months ended September 30, 2000:
	Revenues from external customers	$	186,845	$	63,900	$	23,257		$	274,002
	Special charges		—		—		32,584			32,584
	Segment profit (loss)		36,580		12,750		(35,969	)		13,361
For the nine months ended September 30, 2001:
	Revenues from external customers	$	198,913	$	74,598	$	18,358		$	291,869
	Intersegment revenues		785		—		—			785
	Special charges		1,493		1,719		—			3,212
	Segment profit (loss)		29,859		17,118		1,486			48,463

F-29

A reconciliation of the reportable segments to consolidated net sales and income from operations, are as follows:

				For the Years Ended December 31,									For the Nine Months Ended September 30,
				1998			1999			2000			2000			2001
Net Sales:
	External revenues from reportable segments			$	272,643		$	328,024		$	343,357		$	250,745		$	273,511
	Other revenues				28,080			37,539			29,136			23,257			18,358

		Consolidated net sales		$	300,723		$	365,563		$	372,493		$	274,002		$	291,869

Profit:
	Total profit for reportable segments			$	27,842		$	58,171		$	66,422		$	49,330		$	46,977
	Other profit (loss)				(4,242	)		(5,973	)		(37,537	)		(35,969	)		1,486
	Unallocated amounts:
		Special charges			(1,624	)		(2,432	)		—			—			(476	)

			Income from operations	$	21,976		$	49,766		$	28,885		$	13,361		$	47,987

A reconciliation of the reportable segments to consolidated assets are as follows:

			As of December 31,
			1998			1999			2000
Assets:
	Total assets for reportable segments		$	361,060		$	383,238		$	445,589
	Other assets			42,644			45,538			17,479
	Elimination of intercompany accounts			(34,165	)		(77,849	)		(104,627	)
	Unallocated corporate assets			13,003			27,126			49,058
	Discontinued assets			135,252			199,729			—

		Consolidated assets	$	517,794		$	577,782		$	407,499

F-30

Other significant items as disclosed within the reportable segments are reconciled to the consolidated totals as follows:

			Segment Totals		Unallocated Corporate Items		Consolidated
Other significant items:
	For the year ended December 31, 1998
		Special charges	$	5,050	$	1,624	$	6,674
		Expenditures for long-lived assets		10,496		268		10,764
	For the year ended December 31, 1999
		Special charges	$	4,878	$	2,432	$	7,310
		Expenditures for long-lived assets		9,487		585		10,072
	For the year ended December 31, 2000
		Special charges	$	32,584	$	—	$	32,584
		Expenditures for long-lived assets		11,018		664		11,682

Revenues and long-lived assets by geographic area are determined by the location of the Company's facilities as follows:

		As of and For the Years Ended December 31,
		1998		1999		2000
Net sales:
	United States	$	272,274	$	342,663	$	351,726
	Canada and Europe		28,449		22,900		20,767

	Consolidated net sales	$	300,723	$	365,563	$	372,493

Long-lived assets:
	United States	$	239,586	$	233,698	$	234,325
	Canada and Europe		15,096		15,464		14,119
	Assets of discontinued operations held for sale, net		83,437		127,535		—

	Consolidated long-lived assets	$	338,119	$	376,697	$	248,444

For the years ended December 31, 1998 and 1999, the Company had two significant external customers, DaimlerChrysler (Drivetrain Remanufacturing segment and Other) and Ford (Drivetrain Remanufacturing and Logistics segments), representing $88,380 and $83,155 of consolidated net sales for 1998, respectively and $115,537 and $108,257 of consolidated net sales for 1999, respectively.

For the year ended December 31, 2000, the Company's three significant external customers, Ford (Drivetrain Remanufacturing and Logistics segments), Daimler Chrysler (Drivetrain Remanufacturing

F-31

segment and Other) and AT&T Wireless Services (Logistics segment) represented $111,818, $110,175 and $52,653 of consolidated net sales for 2000, respectively.

Note 19. Fair Value of Financial Instruments

The carrying amount of the Company's financial instruments approximate their fair values due to the fact that they are either short-term in nature or re-priced to fair value through floating interest rates with the exception of the following: (i) Company's Senior Notes, (ii) interest rate swap agreement, (iii) 18% senior subordinated promissory note investment and (iv) Series B preferred stock investment. The 18% senior subordinated promissory note and the Series B preferred stock, received by the Company on October 27, 2000 as part of the proceeds from the sale of the Distribution Group, had a fair value which approximated their carrying value at December 31, 2000.

The carrying amounts and fair values of these financial instruments are as follows:

	December 31,
	1999				2000
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Series B Senior Notes	$	82,570	$	82,686	$	82,570	$	78,417
Series D Senior Notes		27,815		27,854		27,815		26,416
Interest rate swap agreement		—		775		—		(69	)
18% senior subordinated promissory note		—		—		8,593		8,593
Series B preferred stock		—		—		1,929		1,929

Note 20. Special Charges

Commencing in 1998, the Company implemented certain initiatives designed to improve operating efficiencies and reduce costs. In 1998, the Company recorded $6,674 in special charges related to these initiatives, consisting of $2,230 in restructuring costs, $2,044 of other charges and $2,400 in non-income related taxes. The non-income related tax charge is due to a state's 1998 interpretation of tax laws. This interpretation was applied retroactively to prior fiscal years. Due to a change in distribution operations, the Company's exposure to the effect of this tax interpretation has been significantly reduced in future tax periods.

In 1999, the Company recorded $7,310 of special charges primarily related to the initiation of four actions. First, the Company recorded $2,557 of costs primarily related to its management reorganization consisting of $2,282 of severance costs for 41 people and $275 of other costs. Second, the Company recorded $3,333 of costs associated with the narrowing of the product offerings of its Engine business, consisting of $2,852 of inventory write-downs (classified as Cost of Sales—Special Charges), $173 of severance costs for 31 people, $119 of exit costs and $189 of costs related to the write-down of certain assets. Third, the Company recorded $850 of costs to exit a plant within its Drivetrain Remanufacturing segment consisting of $500 of costs related to the write-down of fixed assets and $350 of severance costs for 130 people. Fourth, the Company recorded $570 of costs related to its Logistics segment consisting of $168

F-32

related to the write-down of accounts receivable balances from customers the segment no longer services, $164 of severance costs for nine people, $125 of exit and other costs and $113 of inventory write-downs (classified as Cost of Sales—Special Charges).

In June 2000, the Company reclassified $32,584 of expense related to the restructuring and then anticipated disposition of its Engines business from loss on discontinued operations to special charges. These charges included the following: (i) $15,614 for the impairment of goodwill; (ii) $5,790 for the write-down of fixed assets to estimated net realizable value; (iii) $5,351 for the write-down of inventory to estimated net realizable value (classified as Cost of Sales—Special Charges); (iv) $3,783 of product warranty costs for units remanufactured and sold prior to 2000 (classified as Cost of Sales—Special Charges); (v) $871 for the write-down of un-collectible accounts receivable balances; and (vi) $732 of exit costs and $443 of severance costs for 56 people primarily associated with the elimination of its branch distribution network.

In 2001, the Company recorded $3,688 of special charges, of which $862 of expense, incurred in the first quarter of 2001, was reclassified from selling, general and administrative expense to special charges. These charges included $1,719 for the Logistics segment, $1,493 for the Drivetrain Remanufacturing segment and $476 for the Company's two information systems groups. The $1,719 of special charges related to the Logistics segment included the following: (i) $1,470 of costs related to the shut-down of the Company's remanufactured automotive electronic control modules operation including $631 related to the write-down of fixed assets, $459 of severance for 94 people, $218 of facility exit and other costs related to the shutdown and $162 related to inventory write-downs (classified as Cost of Sales—Special Charges); and (ii) $249 of severance and related costs for four people primarily associated with the upgrade of certain management functions within the segment. The $1,493 related to the Drivetrain Remanufacturing segment consists of $901 of severance and related costs for 24 people primarily associated with the de-layering of certain management functions and the reorganization of certain facility operations and $592 of exit and other costs primarily related to the consolidation of certain facilities within the segment. The $476 related to the Company's two information systems groups are for severance and related costs for four people primarily associated with the consolidation of that function.

F-33

	Termination Benefits			Exit / Other Costs			Loss on Write-Down of Assets			Total
Provision 1998	$	1,318		$	5,356		$	—		$	6,674
Payments 1998		(478	)		(2,077	)		—			(2,555	)

Reserve at December 31, 1998		840			3,279			—			4,119
Provision 1999		2,969			519			3,822			7,310
Payments 1999		(1,422	)		(1,256	)		—			(2,678	)
Asset write-offs 1999		—			—			(842	)		(842	)

Reserve at December 31, 1999		2,387			2,542			2,980			7,909
Provision 2000		443			4,515			27,626			32,584
Payments 2000		(2,132	)		(1,950	)		—			(4,082	)
Asset write-offs 2000		—			—			(22,423	)		(22,423	)
Asset valuation adjustment 2000		—			—			(2,962	)		(2,962	)
Reclassification 2000		—			(44	)		44			—

Reserve at December 31, 2000		698			5,063			5,265			11,026
Provision 2001		2,085			810			793			3,688
Payments 2001		(1,484	)		(2,419	)		—			(3,903	)
Asset write-offs 2001		—			—			(3,422	)		(3,422	)
Asset valuation adjustment 2001		—			—			1,764			1,764

Reserve at September 30, 2001	$	1,299		$	3,454		$	4,400		$	9,153

Note 21. Extraordinary Items

In March 1998, in connection with the restatement and amendment of the credit agreement to provide for the Credit Facility, the Company recorded an extraordinary item of $363, net of income tax benefit of $242, related to the write-off of previously capitalized debt issuance costs.

In September and October 1998, the Company purchased and retired $9,615 in principal amount of its Senior Notes in open market transactions. In connection with these repurchases, the Company recorded an extraordinary item of $340, net of income tax benefit of $227, related to the purchase price premium and the write-off of unamortized deferred financing fees.

F-34

Note 22. Selected Quarterly Financial Data (Unaudited)

	Quarter
	First		Second			Third		Fourth
1999
Net sales	$	85,953	$	92,634		$	92,863	$	94,113
Gross profit		26,145		29,422			31,135		29,672
Income from continuing operations		2,113		4,601			5,687		4,375
Earnings per common share⁽¹⁾	$	0.10	$	0.23		$	0.28	$	0.21
Earnings per common share-assuming dilution⁽¹⁾		0.10		0.22			0.27		0.21
2000
Net sales	$	94,705	$	90,658		$	88,639	$	98,491
Gross profit		32,840		19,804			29,809		32,468
Income (loss) from continuing operations		7,060		(15,764	)		5,559		5,551
Earnings (loss) per common share⁽¹⁾	$	0.34	$	(0.76	)	$	0.27	$	0.27
Earnings (loss) per common share-assuming dilution⁽¹⁾⁽²⁾		0.33		(0.76	)		0.26		0.27
2001
Net sales	$	99,229	$	92,220		$	100,420
Gross profit		32,462		31,258			35,709
Income from continuing operations		6,345		6,698			6,590
Earnings per common share⁽¹⁾	$	0.31	$	0.33		$	0.32
Earnings per common share-assuming dilution⁽¹⁾		0.31		0.32			0.31

(1): Earnings per share data is presented before discontinued operations.
(2): Due to the loss reported in the second quarter of 2000, the applicable per share calculation above excludes the antidilutive effect of stock options and warrants in the second quarter of 2000.

F-35

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth expenses and costs related to this offering (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities described in this registration statement. All amounts are estimated except for the Securities and Exchange Commission's registration fee and the National Association of Securities Dealers' filing fee.

SEC registration fee		$	27,672.00
NASD filing fee		$	12,078.00
Nasdaq National Market listing fee		$	22,500.00
Legal fees and expenses for Aftermarket Technology Corp.		$	190,000.00
Legal fees and expenses for the selling stockholders		$	50,000.00	⁽¹⁾
Accounting fees and expenses		$	150,000.00
Printing and engraving expenses		$	60,000.00
Miscellaneous		$	157,750.00

	Total	$	670,000.00

⁽¹⁾: Aftermarket Technology Corp. will pay the expenses of the selling stockholders (other than underwriter discounts and commissions).

Item 15. Indemnification of Officers and Directors.

The indemnification provisions applicable to our directors and officers are set forth in Article IX of the Certificate of Incorporation and Article VII of the Bylaws, respectively, as follows:

CERTIFICATE OF INCORPORATION:

ARTICLE IX

LIABILITY AND INDEMNIFICATION

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (the "Delaware Law"), a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Corporation shall indemnify, in the manner and to the fullest extent permitted by the Delaware Law, any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The Corporation may indemnify, in the manner and to the fullest extent permitted by the Delaware Law, any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Expenses incurred by any such director, officer, employee or agent in defending any such action, suit or proceeding may be advanced by the Corporation prior to the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified as authorized by the Delaware Law and this Article X. The Corporation may, to the fullest extent permitted by the Delaware Law, purchase and maintain insurance on behalf of

II-1

any such director, officer, employee or agent against any liability which may be asserted against such person. To the fullest extent permitted by the Delaware Law, the indemnification provided herein shall include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and, in the manner provided by the Delaware Law, any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent permitted by the Delaware Law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

No repeal or modification of the foregoing paragraph shall adversely affect any right or protection of a director of the Corporation existing by virtue of the foregoing paragraph at the time of such repeal or modification.

BYLAWS:

SECTION 7.01 ACTION, ETC., OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

SECTION 7.02 ACTIONS, ETC., BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 7.03 DETERMINATION OF RIGHT OF INDEMNIFICATION. Any indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.01

II-2

and 7.02. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

SECTION 7.04 INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY. Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

SECTION 7.05 PREPAID EXPENSES. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

SECTION 7.06 OTHER RIGHTS AND REMEDIES. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.07 INSURANCE. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

SECTION 7.08 CONSTITUENT CORPORATIONS. For the purposes of this Article, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 7.09 OTHER ENTERPRISES, FINES AND SERVING AT CORPORATION'S REQUEST. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

II-3

Insurance

We have obtained a directors' and officers' liability insurance policy insuring our directors and officers against certain losses resulting from wrongful acts committed by them as our directors and officers, including liabilities arising under the Securities Act.

Indemnification Agreements

Item 16. Exhibits

	Exhibit Number		Description
	1		Form of Underwriting Agreement
	*3.1		Restated Certificate of Incorporation of Aftermarket Technology Corp. (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 21, 2001 and incorporated herein by this reference)
	*3.2		Amended and Restated Bylaws of Aftermarket Technology Corp. (previously filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed on December 21, 2001 and incorporated herein by this reference)
	5		Opinion of Gibson, Dunn & Crutcher LLP
	10.1		Credit Agreement, dated as of February 8, 2002, among Aftermarket Technology Corp., the several Lenders from time to time party thereto, J.P. Morgan Securities Inc., JPMorgan Chase Bank and Credit Suisse First Boston.
	10.2		Guarantee and Collateral Agreement, dated as of February 8, 2002, made by Aftermarket Technology Corp. and certain of its subsidiaries in favor of JPMorgan Chase Bank, as Administrative Agent.
	10.3		Employment Agreement, dated as of January 28, 2002, between Michael T. DuBose and Aftermarket Technology Corp.
	23.1		Consent of Ernst & Young LLP, independent auditors
	23.2		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)
	**24		Power of Attorney (included on signature page)

*: Incorporated by reference
**: Previously filed

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or

II-4

otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c): The undersigned registrant hereby undertakes that:
(1): For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2): For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westmont, state of Illinois, on February 11, 2002.

		AFTERMARKET TECHNOLOGY CORP.
		By:		/s/ MICHAEL T. DUBOSE Michael T. DuBose President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

* Michael T. DuBose	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)	February 11, 2002
* Barry C. Kohn	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 11, 2002
* Robert Anderson	Director	February 11, 2002
* Richard R. Crowell	Director	February 11, 2002
* Dale F. Frey	Director	February 11, 2002
* Mark C. Hardy	Director	February 11, 2002
* Dr. Michael J. Hartnett	Director	February 11, 2002
* Gerald L. Parsky	Director	February 11, 2002

* Richard K. Roeder		Director		February 11, 2002
* J. Richard Stonesifer		Director		February 11, 2002

*By:

/s/ JOSEPH SALAMUNOVICH

Joseph Salamunovich
Attorney-in-Fact

February 11, 2002

EXHIBIT INDEX
TO REGISTRATION STATEMENT
ON FORM S-3

AFTERMARKET TECHNOLOGY CORP.

		Exhibit Number		Description
		1		Form of Underwriting Agreement
		*3.1		Restated Certificate of Incorporation of Aftermarket Technology Corp. (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 21, 2001 and incorporated herein by this reference)
		*3.2		Amended and Restated Bylaws of Aftermarket Technology Corp. (previously filed as Exhibit 3.2 to the Company's Current Report on Form 8-K filed on December 21, 2001 and incorporated herein by this reference)
		5		Opinion of Gibson, Dunn & Crutcher LLP
		10.1		Credit Agreement, dated as of February 8, 2002, among Aftermarket Technology Corp., the several Lenders from time to time party thereto, J.P. Morgan Securities Inc., JPMorgan Chase Bank and Credit Suisse First Boston.
		10.2		Guarantee and Collateral Agreement, dated as of February 8, 2002, made by Aftermarket Technology Corp. and certain of its subsidiaries in favor of JPMorgan Chase Bank, as Administrative Agent.
		10.3		Employment Agreement, dated as of January 28, 2002, between Michael T. DuBose and Aftermarket Technology Corp.
		23.1		Consent of Ernst & Young LLP, independent auditors
		23.2		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)
		**24		Power of Attorney (included on signature page)

*: Incorporated by reference
**: Previously filed

QuickLinks

PROSPECTUS SUMMARY
THE OFFERING
SUMMARY CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
CERTAIN TRANSACTIONS
SELLING STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK
UNDERWRITERS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
AFTERMARKET TECHNOLOGY CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share data) (Information at September 30, 2001 and for the nine months ended September 30, 2000 and 2001 is unaudited)
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ARTICLE IX LIABILITY AND INDEMNIFICATION
SIGNATURES
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3
EX-1 3 a2069245zex-1.txt UNDERWRITING AGREEMENT 6,000,000 SHARES AFTERMARKET TECHNOLOGY CORP. COMMON STOCK PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT __________, 2002 _____________, 2002 Morgan Stanley & Co. Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated First Union Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Aftermarket Technology Corp., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "SELLING STOCKHOLDERS") named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of 6,000,000 shares of the Common Stock, par value $.01 per share of the Company (the "FIRM SHARES"), of which 2,400,000 shares are to be issued and sold by the Company and 3,600,000 shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder's name in Schedule I hereto. The Selling Stockholders identified on Schedule I as agreeing to sell additional shares (the "OVERALLOTMENT SELLING STOCKHOLDERS") also propose to sell to the several Underwriters not more than an additional 900,000 shares of the Company's Common Stock, par value $.01 per share (the "ADDITIONAL SHARES"), each Overalltoment Selling Stockholder selling the amount set forth opposite such Overallotment Selling Stockholder's name and in the manner provided in Schedule I hereto, if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of Common Stock, par value $.01 per share of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company and the Selling Stockholders are hereinafter sometimes collectively referred to as the "SELLERS". The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement, including a prospectus, relating to the Shares. The registration statement, as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 1 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS" (including, in the case of all references to the Registration Statement and the Prospectus, documents incorporated therein by reference). If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to and agrees with each of the Underwriters that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the best of the Company's knowledge, threatened by the Commission. (b) (i) Each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 1(b) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein. (c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. 2 (d) Each subsidiary of the Company has been duly incorporated or organized, is validly existing as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate or partnership power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. All of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for pledges pursuant to the Company's senior credit facility under the terms described in the Prospectus. (e) This Agreement has been duly authorized, executed and delivered by the Company. (f) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus. (g) The shares of Common Stock (including the Shares to be sold by the Selling Stockholders) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable. (h) The Shares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights. (i) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation, by-laws or other organizational documents of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may have already been obtained or may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (j) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a 3 whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement). (k) There are no legal or governmental proceedings pending or, to the best of the Company's knowledge, threatened, to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (l) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. (m) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (n) Except as disclosed in the Registration Statement or as would not have, singularly or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole, or otherwise would not require disclosure in the Registration Statement, (i) neither the Company nor any of its subsidiaries is in violation of any federal, state or local laws and regulations relating to pollution or protection of human health or the environment, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of toxic or hazardous substances, materials or wastes, or petroleum and petroleum products ("MATERIALS OF ENVIRONMENTAL CONCERN"), or otherwise relating to the protection of human health and safety, or the use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "ENVIRONMENTAL LAWS"), which violation includes, but is not limited to, noncompliance with, or lack of, any permits or other environmental authorizations, and (ii) (A) neither the Company nor any of its subsidiaries has received any written communication, whether from a governmental authority or otherwise, alleging any such violation or noncompliance, and, to the best of the Company's knowledge, there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to any such violation in the future, (B) there is no pending, or, to the best of the Company's knowledge, threatened claim, action, investigation or written notice by any person or entity alleging potential liability for investigatory, cleanup, or governmental response costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (x) the presence, or release into the environment, of any Materials of Environmental Concern at any location owned or operated by the Company or any of its subsidiaries now or in the past, or (y) 4 circumstances forming the basis of any violation or alleged violation of any Environmental Law (collectively, "ENVIRONMENTAL CLAIMS"), and (C) to the best of the Company's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents that could form the basis of any Environmental Claim against the Company or any of its subsidiaries or against any person or entity for whose acts or omissions the Company or any of its subsidiaries is or may reasonably be expected to be liable, either contractually or by operation of law. The Company and each of its subsidiaries, as appropriate, (i) has in the ordinary course of business conducted reviews of the effect of Environmental Laws on the business, operations and properties of the Company and each of its subsidiaries, in the course of which, or as a result of which, the Company evaluated potential costs and liabilities including, without limitation, those relating to the cleanup or closure of properties or compliance with Environmental Laws or permits, licenses or approvals, related constraints on operating activities, and potential liabilities to third parties, and (ii) have conducted environmental investigations of, and have reviewed reasonably available information regarding, the business, properties and operations of the Company and each of its subsidiaries, and of certain other properties within the vicinity of their business, properties and operations, as appropriate for the circumstances of each such property and operation; on the basis of such review, investigations and inquiries, the Company has reasonably concluded that, except as disclosed in the Registration Statement, any costs and liabilities associated with such matters would not have, singularly or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole, or otherwise require disclosure in the Registration Statement. (o) Except as disclosed in the Registration Statement, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each of the Selling Stockholders severally represents and warrants to, and agrees with, each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and American Stock Transfer, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the "CUSTODY AGREEMENT") and the Power of Attorney of such Selling Stockholder appointing certain individuals as such Selling Stockholder's attorneys-in-fact to the extent 5 set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the "POWER OF ATTORNEY") will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of such Selling Stockholder (if such Selling Stockholder is a corporation), or the trust instrument of such Selling Stockholder (if such Selling Stockholder is a trust) or any agreement or other instrument binding upon such Selling Stockholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may have already been obtained and such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to the Shares to be sold by such Selling Stockholder and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder. (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder. (e) Delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement will pass title to such Shares free and clear of any security interests, claims, liens, equities and other encumbrances. (f) Such parts of the Registration Statement under the caption "Selling Stockholders" which specifically relate to such Selling Stockholder do not, and will not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 3. AGREEMENTS TO SELL AND PURCHASE. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $______ a share (the "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Overallotment Selling Stockholders, severally and not 6 jointly, agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 900,000 Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Custodian in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees, on its own behalf and on behalf of each stockholder of the Company listed on Schedule III hereto (the "SUBJECT STOCKHOLDERS"), that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not and each Subject Stockholder will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (C) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, the Company, on behalf of each Subject Stockholder, agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, each Subject Stockholder will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Company agrees to give notice to each Subject Stockholder bound by the foregoing "lock-up" agreement pursuant to Section 4(c) of Exhibit D to that certain Stockholders Agreement, dated as of August 2, 1994, as amended, among the Aftermarket Technology Holdings Corp. (which was subsequently merged with and into the Company) and certain of its stockholders, optionholders and warrantholders (the "STOCKHOLDERS AGREEMENT"). The Representatives hereby agree that those stockholders of the Company listed on Schedule IV attached hereto are not bound by the foregoing "lock-up" agreement notwithstanding that such stockholders are also parties to the Stockholders Agreement. 7 Each Selling Stockholder hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Stockholder, agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 4. TERMS OF PUBLIC OFFERING. The Sellers are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Sellers are further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers. 5. PAYMENT AND DELIVERY. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on ____________, 2002, or at such other time on the same or such other date, in any event not later than _________, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING DATE". Payment for any Additional Shares shall be made to the Selling Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described in Section 3, or at such other time on the same or such other date, in any event not later than _______, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE". 8 Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. 6. CONDITIONS TO OBLIGATIONS. The several obligations of the Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:30 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the chief executive officer or a vice president of the Company and the chief financial officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. 9 The officers signing and delivering such certificate may each rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion of Gibson, Dunn & Crutcher LLP, outside counsel for the Company, dated the Closing Date, to the effect that: (i) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene, to the best of such counsel's knowledge, any material statute, order, rule or regulation known to such counsel to be generally applicable to transactions of the type contemplated by this Agreement of any federal or state court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their property or assets, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required under any such statute, order, rule or regulation for the performance by the Company of its obligations under this Agreement, except such as may have been obtained as of the date hereof and such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares; (ii) the statements (A) in the Prospectus under the captions "Description of Capital Stock" and "Underwriters" and (B) in the Registration Statement in Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (iii) such counsel does not have actual knowledge of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (iv) the Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; and (v) such counsel is of the opinion that (1) each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need 10 not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) the Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. In addition, such counsel shall state that it has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that it has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Underwriters shall have received on the Closing Date an opinion of Joseph Salamunovich, in-house counsel for the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) each subsidiary of the Company, other than subsidiaries which, in the aggregate, do not account for more than 10% of any of the total assets, revenues or earnings of the Company in any of the three prior fiscal years, has been duly incorporated or organized, is validly existing as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate or partnership power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; 11 (iii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (iv) the shares of Common Stock (including the Shares to be sold by the Selling Stockholders) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable; (v) all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly authorized and are validly issued, fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for pledges pursuant to the Company's senior credit facility under the terms described in the Prospectus; (vi) the Shares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights; (vii) this Agreement has been duly authorized, executed and delivered by the Company; (viii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene the certificate of incorporation or by-laws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary; (ix) such counsel does not have actual knowledge of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; (x) such counsel is of the opinion that (1) each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for financial statements and schedules and 12 other financial and statistical data included therein as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) the Registration Statement and Prospectus (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. In addition, such counsel shall state that he has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that he has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Underwriters shall have received on the Closing Date an opinion of counsel for each Selling Stockholder reasonably acceptable to you, dated the Closing Date, to the effect that: (i) this Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder; (ii) the execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement and the Custody Agreement and Powers of Attorney of such Selling Stockholder will not contravene any provision of applicable law, or the organizational documents of such Selling Stockholder that is an entity or, to the best of such counsel's knowledge, any agreement or other instrument binding upon such Selling Stockholder or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may have been obtained as of the date hereof and such as may be required by the securities or Blue Sky laws of the various states in connection with offer and sale of the Shares; 13 (iii) such Selling Stockholder has valid title to the Shares to be sold by it and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and Power of Attorney of such Selling Stockholder and to sell, transfer and deliver the Shares to be sold by it; (iv) the Custody Agreement and the Power of Attorney of such Selling Stockholder have been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and are valid and binding agreements of such Selling Stockholder; and (v) delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement will pass title to such Shares free and clear of any security interests, claims, liens, equities and other encumbrances. (f) The Underwriters shall have received on the Closing Date an opinion of Sidley Austin Brown & Wood, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 6(d)(vi), 6(d)(vii), 6(c)(ii) (but only as to the statements in the Prospectus under "Description of Capital Stock" and "Underwriters") and 6(c)(v) above. With respect to the last paragraph of Section 6(c) and Section 6(d) above, Gibson, Dunn & Crutcher LLP, Joseph Salamunovich and Sidley Austin Brown & Wood, as the case may be, may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(e) above, counsel for the Selling Stockholders may rely upon other opinions and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of each Selling Stockholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Stockholder and in other documents and instruments; PROVIDED that (A) each such counsel for the Selling Stockholders is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) counsel shall state in their opinion that they are justified in relying on each such other opinion. The opinions described above, other than in Section 6(f), shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein. 14 (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in, or incorporated by reference into, the Registration Statement and the Prospectus; PROVIDED that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (h) The "lock-up" agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The Company shall have given the Subject Stockholders notice of the "lock-up" agreement set forth in the third paragraph of Section 3 of this Agreement. (j) The Stockholders Agreement, substantially in the same form as it is as of the date hereof, shall be in full force and effect on the Closing Date. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares and other matters related to the issuance of the Additional Shares. 7. COVENANTS OF THE COMPANY. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows: (a) To furnish to you, without charge, four signed copies of the Registration Statement (including exhibits thereto and documents incorporated by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto but including documents incorporated by reference) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(c) below, as many copies of the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents subsequently filed by the Company with the Commission pursuant to the Exchange Act that are deemed to be incorporated by reference in the Prospectus. (b) Before amending or supplementing the Registration Statement or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably 15 object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (c) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law. (d) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to take any action that would subject it to general consent to service of process in any jurisdiction in which it is not so subject. (e) To make generally available to the Company's security holders and to you as soon as practicable an earning statement covering the twelve-month period ending [March 31], 2002 that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. 8. EXPENSES. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel, the Company's accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, except for any of the foregoing relating to Shares sold by Selling Stockholders, which shall be the obligation of the respective Selling Stockholders, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of 16 the Shares for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the National Association of Securities Dealers, Inc., (v) all fees and expenses incident to listing the Shares on the Nasdaq National Market, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, reasonable expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one half of the cost of any aircraft chartered in connection with the road show, each with the prior approval of the Company and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution", and the last paragraph of Section 11 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. The provisions of this Section 8 shall not, as among the Company and the Selling Stockholders only, supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves. 9. INDEMNITY AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if 17 required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 6(a) hereof. (b) Each Selling Stockholder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement, each Underwriter and each person, if any who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto; provided, however, that the aggregate liability of any Selling Stockholder pursuant to the provisions of this paragraph shall be limited to an amount equal to the aggregate purchase price received by such Selling Stockholder from the sale of such Selling Stockholder's Shares hereunder. (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Stockholders, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or any Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto. (d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c), such person (the "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the 18 indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons of any Underwriters, such firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by the persons named as attorneys-in-fact for the Selling Stockholders under the Powers of Attorney. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (e) To the extent the indemnification provided for in Section 9(a), 9(b) or 9(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of 19 indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 9(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(e)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Sellers on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Sellers or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters' respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. (f) The Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by PRO RATA allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (g) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company and the Selling Stockholders contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any 20 Underwriter or any person controlling any Underwriter, any Selling Stockholder or any person controlling any Selling Stockholder, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares. 10. TERMINATION. This Agreement shall be subject to termination by notice given by you to the Company, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 10(a)(i) through 10(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. 11. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case either you or the relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares 21 and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder. 12. COUNTERPARTS. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 13. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. 14. HEADINGS. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. 22 Very truly yours, Aftermarket Technology Corp. By:____________________________ Name: Title: The Selling Stockholders named in Schedule I hereto, acting severally By:____________________________ Attorney-in-Fact Accepted as of the date hereof Morgan Stanley & Co. Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated First Union Securities, Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto. By: Morgan Stanley & Co. Incorporated By:___________________________ Name: Title: 23 SCHEDULE I

SCHEDULE II

SCHEDULE III

SCHEDULE IV

EX-5 4 a2069245zex-5.txt OPINION OF GIBSON DUNN February __, 2002 Client No. (213) 229-7000 C 00610-00064 Aftermarket Technology Corp. One Oak Hill Center, Suite 400 Westmont, IL 60559 Re: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 (the "Registration Statement") of Aftermarket Technology Corp., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), in connection with the offering from time to time of an aggregate of up to 6,900,000 shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock"). All capitalized terms which are not defined herein shall have the meanings assigned to them in the Registration Statement. For the purpose of the opinion set forth below, we have examined and are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Common Stock, including such corporate records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. With respect to agreements and instruments executed by natural persons, we have assumed the legal competency of such persons. On the basis of the foregoing examination, and in reliance thereon, we are of the opinion that (subject to compliance with the pertinent provisions of the Securities Act and to compliance with such securities or "blue sky" laws of any jurisdiction as may be applicable) the Common Aftermarket Technology Corp. February __, 2002 Page 2 Stock has been duly authorized and, when sold in accordance with the terms of the Registration Statement, will be validly issued, fully paid and nonassessable. We render no opinion herein as to matters involving the laws of any jurisdiction other than the laws of the United States of America and the General Corporation Law of the State of Delaware. In rendering this opinion, we assume no obligation to revise or supplement this opinion should current laws, or the interpretations thereof, be changed. We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption "Legal Matters" in the Registration Statement and the prospectus which forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission. Very truly yours, GIBSON, DUNN & CRUTCHER LLP EX-10.1 5 a2069245zex-10_1.txt CREDIT AGREEMENT EXHIBIT 10.1 EXECUTION COPY ================================================================================ CREDIT AGREEMENT Among AFTERMARKET TECHNOLOGY CORP., THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, J.P. MORGAN SECURITIES INC., CREDIT SUISSE FIRST BOSTON, AS JOINT ADVISORS, JOINT LEAD ARRANGERS, JOINT BOOKRUNNERS CREDIT SUISSE FIRST BOSTON, AS SYNDICATION AGENT AND JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT DATED AS OF FEBRUARY 8, 2002 ================================================================================ TABLE OF CONTENTS

-iv- SCHEDULES A Mortgaged Property 1.1 Commitments and Addresses of Lenders 3.1 Designated Letters of Credit 5.14 Subsidiaries 5.16 Environmental Matters 5.19(b) Mortgage Filing Jurisdiction 8.2 Existing Indebtedness 8.3 Existing Liens 8.10 Existing Investments EXHIBITS A Form of Guarantee and Collateral Agreement B-1 Form of Opinion of Borrower's Counsel B-2 Form of Opinion of General Counsel B-3 Form of Opinion of Local Counsel C-1 Form of Effective Date Certificate C-2 Form of Closing Certificate D Form of Assignment and Acceptance E Form of Exemption Certificate F Form of Issuing Lender Agreement G-1 Form of Optional Prepayment Option Notice G-2 Form of Mandatory Prepayment Option Notice H Form of Mortgage I Form of Tranche C Lender Supplement

-v- CREDIT AGREEMENT, dated as of February 8, 2002, among AFTERMARKET TECHNOLOGY CORP., a Delaware corporation (the "BORROWER"), the several banks and other financial institutions from time to time parties to this Agreement (the "LENDERS"), J.P. MORGAN SECURITIES INC. and CREDIT SUISSE FIRST BOSTON, as Joint Advisors, Joint Lead Arrangers and Joint Bookrunners (collectively, in such capacity, the "Arrangers"), CREDIT SUISSE FIRST BOSTON, as syndication agent (in such capacity, the "SYNDICATION AGENT"), and JPMORGAN CHASE BANK, as administrative agent for the Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT"). W I T N E S S E T H: - - - - - - - - - - SECTION 1. DEFINITIONS 1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings: "ABR": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "PRIME RATE" shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank in connection with extensions of credit to debtors); "BASE CD RATE" shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; "C/D ASSESSMENT RATE" shall mean, for any day, the annual assessment rate in effect on such day which is payable by a member of the Bank Insurance Fund maintained by the Federal Deposit Insurance Corporation (the "FDIC") classified as well-capitalized and within supervisory subgroup "B" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. Section 327.3(d) (or any successor provision) to the FDIC (or any successor) for the FDIC's (or such successor's) insuring time deposits at offices of such institution in the United States; "C/D RESERVE PERCENTAGE" shall mean, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) (the "BOARD"), for determining the maximum reserve requirement for a Depositary Institution (as defined in Regulation D of the Board) in respect of new non-personal time deposits in Dollars having a maturity of 30 days or more; "THREE-MONTH SECONDARY CD RATE" shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New 2 York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Administrative Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; and "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively. "ABR LOANS": Loans the rate of interest applicable to which is based upon the ABR. "ADJUSTMENT DATE": each date on or after July 25, 2002, that is the second Business Day following receipt by the Administrative Agent of both (i) the financial statements required to be delivered pursuant to subsection 7.1(a) or 7.1(b), as applicable, for the most recently completed four fiscal quarters and (ii) the related Compliance Certificate required to be delivered pursuant to subsection 7.2(b) with respect to such four fiscal quarters. "ADMINISTRATIVE AGENT": JPMorgan Chase Bank, together with its affiliates, as the administrative agent for the Lenders under this Agreement and the other Loan Documents. "ADMINISTRATIVE AGENT'S PAYMENT OFFICE": the Administrative Agent's office located at One Chase Manhattan Plaza, New York, New York, or such other office as may be designated by the Administrative Agent by written notice to the Borrower and the Lenders. "AFFILIATE": as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "AGGREGATE OUTSTANDING EXTENSIONS OF CREDIT": as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Loans made by such Lender then outstanding, (b) such Lender's Commitment Percentage of the aggregate unpaid principal amount at such time of all Swingline Loans, and (c) such Lender's Commitment Percentage of the L/C Obligations then outstanding. 3 "AGREEMENT": this Credit Agreement, as amended, supplemented or otherwise modified from time to time. "APPLICABLE MARGIN": for each Type of Loan, the rate per annum set forth under the relevant column heading below:
ABR Loans Eurodollar Loans --------- ---------------- Revolving Credit Loans and 1.25% 2.25% Swingline Loans Tranche A Term Loans 1.25% 2.25% Tranche B Term Loans 2.00% 3.00%
; PROVIDED, that on and after the Closing Date, but prior to the first Adjustment Date, the Applicable Margin with respect to Revolving Credit Loans, Swingline Loans, Tranche A Term Loans and Tranche B Term Loans will be determined pursuant to the Pricing Grid if the rate per annum as determined pursuant to the Pricing Grid would be higher than the rate per annum determined under the relevant column heading above; PROVIDED, that on and after the first Adjustment Date, the Applicable Margin with respect to the Revolving Credit Loans, Swingline Loans, Tranche A Term Loans and Tranche B Term Loans will be determined pursuant to the Pricing Grid; PROVIDED that in the event that the financial statements required to be delivered pursuant to subsection 7.1(a) or 7.1(b), as applicable, and the related Compliance Certificate required to be delivered pursuant to subsection 7.2(b), are not delivered when due, then (a) if such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate were required to be delivered (without giving effect to any applicable cure period) and the Applicable Margin increases from that previously in effect as a result of the delivery of such financial statements and Compliance Certificate, then the Applicable Margin in respect of the Loans during the period from the date upon which such financial statements and Compliance Certificate were required to be delivered (without giving effect to any applicable cure period) until the date upon which they actually are delivered shall, except as otherwise provided in clause (c) below, be the Applicable Margin as so increased; (b) if such financial statements and Compliance Certificate are delivered after the date such financial statements and Compliance Certificate were required to be delivered and the Applicable Margin decreases from that previously in effect as a result of the delivery of such financial statements and Compliance Certificate, then such decrease in the Applicable Margin shall not become applicable until the date upon which such financial statements and Compliance Certificate actually are delivered; and (c) if such financial statements and Compliance Certificate are not delivered prior to the expiration of the applicable cure period, then, effective upon such expiration, for the period from the date upon which such financial statements and Compliance Certificate were required to be delivered (after the expiration of the applicable cure period) until two Business Days following the date upon which such financial statements 4 and Compliance Certificate actually are delivered, the Applicable Margin (i) in respect of the Revolving Credit Loans and the Tranche A Term Loans shall be 1.50% per annum, in the case of ABR Loans, and 2.50% per annum, in the case of Eurodollar Loans and (ii) in respect of the Tranche B Term Loans shall be 2.25% per annum, in the case of ABR Loans, and 3.25% per annum, in the case of Eurodollar Loans. "APPLICATION": an application, in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit. "ARRANGERS": as defined in the preamble hereto. "ASSET SALE": any Disposition of property or series of related Dispositions of property (including as a result of condemnation or casualty and including any such Disposition permitted by subsection 8.6(b), but excluding any such Disposition permitted by subsection 8.6(a), (c), (d), (e) or (f)) that yields gross proceeds to the Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000. "ASSIGNEE": as defined in subsection 11.6(c). "AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender's Revolving Commitment then in effect OVER (b) such Lender's Revolving Extensions of Credit then outstanding; PROVIDED, that in calculating any Lender's Revolving Extensions of Credit for the purpose of determining such Lender's Available Revolving Commitment pursuant to subsection 4.1(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero. "AURORA": Aurora Capital Partners L.P., a California limited partnership. "BANK ASSIGNEE": as defined in subsection 11.6(c). "BOARD": as defined in the definition of "ABR". "BORROWING DATE": any Business Day specified in a notice pursuant to subsection 2.2 or 2.5 as a date on which the Borrower requests the Lenders to make Loans hereunder. "BUSINESS": as defined in subsection 5.16. "BUSINESS DAY": a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; PROVIDED, that with respect to any borrowings, disbursements and payments in respect of and calculations, interest rates and Interest Periods pertaining to Eurodollar Loans, such day is also a day on which dealings are carried on in the relevant interbank Eurodollar market. 5 "CAPITAL STOCK": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing. "CASH EQUIVALENTS": (a) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit of any Lender, certificates of deposit, eurodollar deposits, time deposits, overnight bank deposits, bankers acceptances and repurchase agreements of any commercial bank which has capital and surplus in excess of $200,000,000 having maturities of one year or less from the date of acquisition, (c) corporate securities including commercial paper, rated at least A-2 by Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies ("S&P") and P-2 by Moody's Investors Service, Inc. ("MOODY'S") and corporate debt instruments including medium term notes and floating rate notes issued by foreign or domestic corporations which pay in Dollars rated at least A by S&P or Moody's, (d) short term tax exempt securities including municipal notes, commercial paper, auction rate floaters, and floating rate notes rated at least A-1 by S&P or P-1 by Moody's, (e) municipal notes rated at least SP-1 by S&P or MIG-2 by Moody's, and bonds rated at least AA by S&P or Moody's, (f) auction rate preferred stock or bonds issued with a rate set mechanism and a maximum term of 180 days rated at least AA by Moody's, (g) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least AA by S&P or Aa by Moody's, (h) securities with maturities of one year or less from the date of acquisition fully backed by standby letters of credit issued by any Lender or any commercial bank in each case satisfying the requirements of clause (b) of this definition and (i) money market accounts or funds which invest primarily in the types of securities described in (a) through (h) above. If both S&P and Moody's cease publishing ratings of investments of any of the types described above, then equivalent ratings of a nationally recognized rating agency will apply. "CHANGE OF CONTROL": the occurrence of any of the following events: (i) any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of the Borrower, on a consolidated basis, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction, any Person or "group" (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) other than any Excluded Person is or becomes the "beneficial owner," directly or indirectly, of more than 35% of the total voting power in the aggregate normally entitled to vote in the election of directors, managers or trustees, as applicable, of the transferee, unless the percentage so owned by Excluded Persons is greater, (ii) any Person or "group" (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) other than any Excluded Person is or becomes the "beneficial owner," directly or indirectly, of more than 35% of the total voting power in 6 the aggregate of all classes of Capital Stock of the Borrower then outstanding normally entitled to vote in elections of directors, unless the percentage so owned by Excluded Persons is greater or (iii) during any period of 12 consecutive months after the Effective Date, individuals who at the beginning of any such 12 month period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office. "CLOSING CERTIFICATE": a certificate of each Loan Party, substantially in the form of Exhibit C-2. "CLOSING DATE": the date on which the conditions precedent set forth in subsection 6.2 shall be satisfied or waived, which date shall be on or prior to March 15, 2002. "CODE": the Internal Revenue Code of 1986, as amended. "COLLATERAL": all assets of the Loan Parties, now owned or hereinafter acquired, upon which a Lien is purported to be created by any Security Agreement. "COMMERCIAL LETTER OF CREDIT": as defined in subsection 3.1(b)(i)(2). "COMMITMENTS": the collective reference to the Revolving Credit Commitments, the Tranche A Term Commitments, the Tranche B Term Commitments and the Tranche C Term Commitments. "COMMITMENT PERCENTAGE": as to any Lender at any time, the percentage which the sum of (i) the unpaid principal amount of the outstanding Term Loans held by such Lender at such time and (ii) the Revolving Credit Commitment of such Lender (or, if the Revolving Credit Commitments have expired or been terminated, the Revolving Credit Exposure of such Lender) at such time then constitutes of the sum of (x) the aggregate outstanding principal amount of the Term Loans held by all Lenders and (y) the aggregate Revolving Credit Commitments of all Lenders (or, if the Revolving Credit Commitments have expired or been terminated, the aggregate Revolving Credit Exposures of all Lenders). "COMMONLY CONTROLLED ENTITY": an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414 of the Code. "COMPLIANCE CERTIFICATE": as defined in subsection 7.2(b). "CONSOLIDATED CAPITAL EXPENDITURES": of any Person for any period, the amount of expenditures of such Person, determined on a consolidated basis in accordance with 7 GAAP (whether accrued under Capital Leases or otherwise), for such period in respect of the purchase or other acquisition of fixed or capital assets (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations). "CONSOLIDATED CURRENT ASSETS": at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date. "CONSOLIDATED CURRENT LIABILITIES": at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit Loans or Swingline Loans to the extent otherwise included therein. "CONSOLIDATED EBITDA": of any Person for any period, Consolidated Net Income of such Person for such period PLUS, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income, the sum of (a) provision for income and franchise tax expense, (b) Consolidated Interest Expense, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill), organization costs and deferred financing costs, (e) writeoff of goodwill and other non cash charges, including, without limitation, interest expense representing payment in the form of non-cash "payment-in-kind" instruments, (f) any extraordinary losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income, losses on the sales of assets outside of the ordinary course of business) and (g) Special Charges, MINUS, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income, any extraordinary gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income, gains on the sales of assets outside of the ordinary course of business). "CONSOLIDATED INTEREST EXPENSE": of any Person for any period the amount of cash interest expense, determined on a consolidated basis in accordance with GAAP, for such period on the aggregate principal amount of its Indebtedness. "CONSOLIDATED LEASE EXPENSE": for any Person for any period, the aggregate amount of fixed and contingent rentals payable by such Person with respect to such period, determined on a consolidated basis in accordance with GAAP, for such period with respect to operating leases of real and personal property. "CONSOLIDATED NET INCOME": of any Person for any period, net income of such Person for such period, determined on a consolidated basis in accordance with GAAP. "CONSOLIDATED NET WORTH": of any Person, as of the date of determination, the sum of (i) all items which in conformity with GAAP would be included under 8 shareholders' equity on a consolidated balance sheet of such Person at such date PLUS (ii) mandatorily redeemable preferred stock of the Borrower which by its terms is not mandatorily redeemable or redeemable at the option of the holder thereof prior to the Revolving Termination Date. "CONSOLIDATED TOTAL INDEBTEDNESS": of any Person, as of the date of determination, all Indebtedness of such Person which, in accordance with GAAP, would be included as Indebtedness on a consolidated balance sheet of such Person at such date. "CONTRACTUAL OBLIGATION": as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. "CONSOLIDATED WORKING CAPITAL": at any date, the excess of Consolidated Current Assets on such date OVER Consolidated Current Liabilities on such date. "DEFAULT": any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied. "DESIGNATED LETTERS OF CREDIT": each letter of credit issued by an Issuing Lender under the Existing Credit Agreement that is designated on the Closing Date by the Borrower, with the consent of such Issuing Lender, as a "Letter of Credit" hereunder in such Issuing Lender's Issuing Lender Agreement and in Schedule 3.1. "DISPOSITION": with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. "DISTRIBUTION GROUP": ATC Distribution Group, Inc. "DISTRIBUTION GROUP SALE": the sale of the Distribution Group pursuant to the Stock Purchase Agreement. "DOLLARS" and "$": dollars in lawful currency of the United States of America. "EFFECTIVE DATE": the date on which the conditions precedent set forth in subsection 6.1 shall be satisfied or waived, which date shall be February 8, 2002. "EFFECTIVE DATE CERTIFICATE": a certificate of each Loan Party, substantially in the form of Exhibit C-1. "ENVIRONMENTAL LAWS": any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect. 9 "ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time. "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of such Board) maintained by the Administrative Agent. "EURODOLLAR BASE RATE": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the "EURODOLLAR BASE RATE" shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein. "EURODOLLAR LOANS": Loans the rate of interest applicable to which is based upon the Eurodollar Rate. "EURODOLLAR RATE": with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%): Eurodollar Base Rate -------------------------------------------------------- 1.00 - Eurocurrency Reserve Requirements "EURODOLLAR TRANCHE the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). "EVENT OF DEFAULT": any of the events specified in Section 9, PROVIDED that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied. 10 "EXCESS CASH FLOW": for any fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, and (iv) the aggregate net amount of non-cash loss on the Disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income MINUS (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Consolidated Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Asset Sale pursuant to the proviso of subsection 4.5(b)), (iii) the aggregate amount of all mandatory prepayments of Revolving Credit Loans and Swingline Loans during such fiscal year to the extent accompanying permanent reductions of the Revolving Credit Commitments and all mandatory prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in Consolidated Working Capital for such fiscal year, and (vi) the aggregate net amount of non-cash gain on the Disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income. "EXCESS CASH FLOW APPLICATION DATE": as defined in subsection 4.5(e). "EXCLUDED PERSON": (a) the Borrower or any wholly-owned Subsidiary which is a Guarantor, (b) any employee benefit plan of the Borrower or any wholly owned Subsidiary which is a Guarantor or any trustee or similar fiduciary holding Capital Stock of the Borrower for or pursuant to the terms of any such plan and (c) all Related Persons of the Borrower as of the Effective Date and any Person that becomes a Related Person of such Related Person thereafter. "EXISTING CREDIT AGREEMENT": as defined in the recitals hereto. "EXTENSION OF CREDIT": as to any Lender, (a) the making of a Revolving Credit Loan, a Term Loan or a Swingline Loan by such Lender or (b) the issuance of, or participation in, a Letter of Credit by such Lender. "FACILITY": each of (a) the Tranche A Term Commitments and the Tranche A Term Loans made thereunder (the "TRANCHE A TERM FACILITY"), (b) the Tranche B Term Commitments and the Tranche B Term Loans made thereunder (the "TRANCHE B TERM FACILITY"), (c) the Tranche C Term Commitments and the Tranche C Term Loans made thereunder (the "TRANCHE C TERM FACILITY"), and (d) the Revolving Credit Commitments and the extensions of credit made thereunder (the "REVOLVING FACILITY"). 11 "FINANCING LEASE": any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee. "FOREIGN SUBSIDIARIES": any Subsidiary incorporated or otherwise organized in any jurisdiction outside the United States of America. "FUNDED DEBT": as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans. "GAAP": generally accepted accounting principles in the United States of America in effect from time to time, except that for purposes of subsection 8.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in subsection 5.1(a). In the event that any "Accounting Change" (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower's financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in Section 8 of this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. "ACCOUNTING CHANGES" refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. "GOVERNMENTAL AUTHORITY": any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "GUARANTEE AND COLLATERAL AGREEMENT": the guarantee and collateral agreement to be executed and delivered by the Borrower and its domestic Subsidiaries, substantially in the form of Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time. "GUARANTEE OBLIGATION": as to any Person (the "GUARANTEEING PERSON"), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the 12 guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "PRIMARY OBLIGATIONS") of any other third Person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person as of any date of determination shall be deemed to be the lower of (a) an amount equal to the then stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. "GUARANTOR": any Person delivering a guarantee pursuant to the Guarantee and Collateral Agreement. "HEDGING AGREEMENT": with respect to any Person, any interest rate or currency exchange rate swap agreement, interest or currency exchange rate future, interest or currency exchange rate option, interest or currency exchange rate cap or other interest or currency rate hedge arrangement, to or under which such Person is a party or a beneficiary. "INDEBTEDNESS": of any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than trade liabilities and accrued expenses incurred in the ordinary course of business and payable not more than 12 months after the incurrence thereof in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (e) all liabilities secured by any Lien on any property owned by such Person whether or not such Person has not assumed or otherwise become liable for the payment thereof, (f) unreimbursed drawings under letters of credit and (g) for the purposes of subsection 8.2 (other than clauses (a) through (f) thereof) and 9(e) only, all obligations or liabilities under Hedging Agreements, PROVIDED that for the purposes of subsection 9(e), the "principal amount" of the obligations of such Person in 13 respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such Hedging Agreement were terminated at such time. For the purposes of any financial calculation hereunder, the amount of any Indebtedness at any date shall be the principal or similar primary amount of such obligation on such date, including capitalized interest (i.e., indebtedness issued in lieu of cash payment of interest or interest on which interest is accruing) and capitalized payment obligations with respect thereto, in each such case, as of such date. "INSOLVENCY": with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA. "INSOLVENT": pertaining to a condition of Insolvency. "INTELLECTUAL PROPERTY": the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, domain names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. "INTEREST PAYMENT DATE": (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan is outstanding, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period and (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period. "INTEREST PERIOD": with respect to any Eurodollar Loan: (i) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three, six or nine months (if nine month periods are available to all Lenders) thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three, six or nine months (if nine month periods are available to all Lenders) thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; PROVIDED that, all of the foregoing provisions relating to Interest Periods are subject to the following: 14 (1) if any Interest Period pertaining to a Eurodollar Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; (2) any Interest Period that would otherwise extend beyond the Revolving Termination Date, Tranche A Term Loan Termination Date, the Tranche B Term Loan Termination Date or the Tranche C Term Loan Termination Date shall end on the Revolving Termination Date, Tranche A Term Loan Termination Date, Tranche B Term Loan Termination Date or the Tranche C Term Loan Termination Date, respectively; and (3) any Interest Period pertaining to a Eurodollar Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month. "ISSUING LENDER": JPMorgan Chase Bank or one of its Affiliates or another Lender or Lenders designated by the Borrower and the Administrative Agent pursuant to an Issuing Lender Agreement; PROVIDED, FURTHER, with respect to any Designated Letter of Credit, the Lender or Lender Affiliate of such Lender which issued such Designated Letter of Credit. "ISSUING LENDER AGREEMENT": an agreement, substantially in the form of Exhibit F, executed by a Lender, the Borrower, and the Administrative Agent pursuant to which such Lender agrees to become an Issuing Lender hereunder. "JPMORGAN CHASE BANK": JPMorgan Chase Bank, a New York banking corporation. "L/C OBLIGATIONS": at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to subsection 3.4(a). "L/C PARTICIPANTS": the collective reference to all the Lenders holding Revolving Credit Commitments other than the relevant Issuing Lender. "LENDERS": as defined in the preamble hereto. "LENDER AFFILIATE": (a) any Affiliate of any Lender, (b) any Person that is administered or managed by any Lender or any Affiliate of any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit 15 and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor. "LETTERS OF CREDIT": as defined in subsection 3.1(a). "LEVERAGE RATIO": as of the end of each fiscal quarter of the Borrower, with respect to the Borrower and its Subsidiaries on a consolidated basis, the ratio of Consolidated Total Indebtedness as of such date to Consolidated EBITDA for the four fiscal quarters of the Borrower then ended; PROVIDED that for purposes of calculating Consolidated EBITDA of the Borrower and its Subsidiaries for any period for inclusion in the Leverage Ratio for the purposes of subsections 2.7 and 8.1(a) only, (i) the Consolidated EBITDA of any Person acquired by the Borrower or its Subsidiaries during such period shall be included on a PRO FORMA basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the consolidated balance sheet of such acquired Person and its consolidated Subsidiaries as at the end of the period preceding the acquisition of such Person and the related consolidated statements of income and stockholders' equity and of cash flows for the period in respect of which Consolidated EBITDA is to be calculated (x) have been previously provided to the Administrative Agent and the Lenders and (y) either (A) have been reported on without a qualification arising out of the scope of the audit by independent certified public accountants of nationally recognized standing or (B) have been found acceptable by the Administrative Agent and (ii) the Consolidated EBITDA of any Person (or attributable to assets constituting a significant business unit) disposed of by the Borrower or its Subsidiaries during such period shall be excluded on a PRO FORMA basis for such period (assuming the consummation of such disposition in connection therewith occurred on the first day of such period). "LIEN": any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever which makes any property or asset available for the payment or performance of any liability in priority to the payment or performance of ordinary, unsecured creditors (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing). "LOAN": any loan made by any Lender pursuant to this Agreement. "LOAN DOCUMENTS": this Agreement, the Notes, the Applications, the Security Agreements and any Hedging Agreement to which any Lender is a party in respect of any Loans made hereunder. "LOAN PARTIES": the Borrower and each Subsidiary which is a party to a Loan Document. 16 "MAJORITY FACILITY LENDERS": with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Tranche A Term Loans, the aggregate unpaid principal amount of the Tranche B Term Loans, the aggregate unpaid principal amount of the Tranche C Term Loans or the aggregate Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the aggregate Revolving Credit Commitments). "MANDATORY PREPAYMENT DATE": as defined in subsection 4.5(g). "MANDATORY PREPAYMENT OPTION NOTICE": as defined in subsection 4.5(g). "MATERIAL ADVERSE EFFECT": a material adverse effect on (a) the consummation of the Offering and the refinancing of the Existing Credit Agreement, (b) the business, property, operations, financial condition or prospects of the Borrower and its Subsidiaries taken as a whole or (c) the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder. "MATERIALS OF ENVIRONMENTAL CONCERN": any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation. "MORTGAGED PROPERTIES": the real properties listed on Schedule A, as to which the Administrative Agent for the benefit of the Lenders shall be granted a Lien pursuant to the Mortgages. "MORTGAGES": each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit H (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded). "MULTIEMPLOYER PLAN": a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "NET CASH PROCEEDS": (a) in connection with any Asset Sale, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys' fees, accountants' fees, investment banking fees, brokers' fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale (other than any Lien pursuant to a Security Agreement), amounts that are required to be paid to or on behalf of the buyer in an Asset Sale (including, without limitation, contract and lease termination fees relating to assets disposed of in the Asset Sale), amounts that are 17 required to be paid to third parties in connection with any Asset Sale, and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith. "NEW LENDER": as defined in subsection 2.7(d). "NEW LENDING OFFICE": as defined in subsection 4.14(b). "NON-EXCLUDED TAXES": as defined in subsection 4.14(a). "NON-U.S. LENDER": as defined in subsection 4.14(b). "NOTES": the collective reference to any promissory note evidencing Loans. "OFFERING": as defined in subsection 6.2(c). "OPTIONAL PREPAYMENT DATE": as defined in subsection 4.4(b). "OPTIONAL PREPAYMENT OPTION NOTICE": as defined in subsection 4.4(b). "PARTICIPANT": as defined in subsection 11.6(b). "PBGC": the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA. "PERSON": an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "PLAN": at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "PRICING GRID": the table set forth below. 18
Applicable Margin for Revolving Credit Loans and Tranche A Term Applicable Margin for Leverage Ratio Loans Tranche B Term Loans -------------- ------------------------------- -------------------------- ABR Loans Eurodollar ABR Loans Eurodollar Loans Loans ------------------------------- -------------------------- Greater than or equal to 2.50:1.00 1.50% 2.50% 2.25% 3.25% - ------------------------------------------------------------------------------------------------- Less than 2.50:1.00, and greater 1.25% 2.25% 2.00% 3.00% than or equal to 1.50:1.00 - ------------------------------------------------------------------------------------------------- Less than 1.50:1.00 1.00% 2.00% 1.75% 2.75% - -------------------------------------------------------------------------------------------------
"PRO FORMA BALANCE SHEET": as defined in subsection 5.1(b). "PROHIBITED TRANSACTION": a transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA, respectively. "PROPERTIES": as defined in subsection 5.16. "REFUNDED SWINGLINE LOANS": as defined in subsection 2.6(b). "REGISTER": as defined in subsection 11.6(d). "REGULATION U": Regulation U of the Board as in effect from time to time. "REIMBURSEMENT OBLIGATION": the obligation of the Borrower to reimburse each Issuing Lender pursuant to subsection 3.4(a) for amounts drawn under Letters of Credit. "RELATED PERSON": (a) any Person who controls, is controlled by or under common control with such Excluded Person; PROVIDED, HOWEVER, that for purposes of this definition "control" means the beneficial ownership of more than 50% of the total voting power of a Person normally entitled to vote in the election of directors, managers or trustees, as applicable of a Person, (b) as to any natural person, (i) such person's spouse, parents and descendants (whether by blood or adoption, and including stepchildren) and the spouses of any of such natural persons and (ii) any corporation, partnership, trust or other Person in which no one has any interest (directly or indirectly) except for any of such natural person, such spouse, parents and descendants (whether by blood or adoption, and including stepchildren) and the spouses of any of such natural persons and (c) Aurora and any investment funds controlled by Aurora. "REORGANIZATION": with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA. 19 "REPORTABLE EVENT": any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. Section 4043. "REQUIRED LENDERS": at any time, Lenders holding more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans and (ii) the aggregate Revolving Credit Commitments or, if the Revolving Credit Commitments have been terminated, the aggregate Revolving Credit Exposures of all Lenders. "REQUIREMENT OF LAW": as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "RESPONSIBLE OFFICER": the chief executive officer, the president, the controller, the treasurer or the chief financial officer of the Borrower. "RESTRICTED PAYMENTS": as defined in subsection 8.8(a). "REVOLVING CREDIT COMMITMENT": as to any Lender, the obligation of such Lender to make Revolving Credit Loans to and/or issue or participate in Letters of Credit on behalf of the Borrower in a principal amount not to exceed the amount set forth opposite such Lender's name on Schedule 1.1, as such amount may be reduced from time to time in accordance with the provisions of this Agreement. The original aggregate amount of the Revolving Credit Commitments is $50,000,000. "REVOLVING CREDIT COMMITMENT PERCENTAGE": as to any Lender at any time, the percentage which such Lender's Revolving Credit Commitment then constitutes of the aggregate Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or been terminated, the percentage which the aggregate principal amount of such Lender's Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Revolving Credit Loans then outstanding). "REVOLVING CREDIT COMMITMENT PERIOD": the period from and including the Closing Date to but not including the Revolving Termination Date or such earlier date on which the Revolving Credit Commitments shall terminate as provided herein. "REVOLVING CREDIT EXPOSURE" shall mean with respect to any Lender, at any time, the sum of (a) the aggregate outstanding principal amount of such Lender's Revolving Credit Loans at such time, plus (b) such Lender's Revolving Credit Commitment Percentage of the L/C Obligations, plus (c) such Lender's Revolving Credit Commitment Percentage of the Swingline Loans outstanding at such time; PROVIDED that, for purposes of calculating Available Revolving Credit Commitments for the purposes of subsection 4.1(a), the amount of Swingline Loans shall be deemed to be zero. 20 "REVOLVING CREDIT LENDER": a Lender with a Revolving Credit Commitment or an outstanding Revolving Credit Loan. "REVOLVING CREDIT LOANS": as defined in subsection 2.1(a). "REVOLVING EXTENSIONS OF CREDIT": as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans held by such Lender then outstanding, (b) such Lender's Revolving Credit Commitment Percentage of the L/C Obligations then outstanding and (c) such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding. "REVOLVING TERMINATION DATE": The fifth anniversary of the Closing Date. "SECURITY AGREEMENTS": the collective reference to the Guarantee and Collateral Agreement, any mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any asset or assets of any Person to secure the obligations and liabilities of the Borrower hereunder or under any of the other Loan Documents or to secure any guarantee of any such obligations and liabilities. "SENIOR SUBORDINATED NOTES": the senior subordinated notes due 2004 issued by the Borrower pursuant to the Indenture dated as of August 2, 1994 and the senior subordinated notes due 2004 issued by the Borrower pursuant to the Indenture dated as of June 1, 1995. "SINGLE EMPLOYER PLAN": any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan. "SOLVENT" and "SOLVENCY": with respect to any Person on a particular date, the condition that on such date, (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small amount of capital. "SPECIAL CHARGES": extraordinary losses, severance, restructuring, non-cash charges and similar charges included in the fiscal year ended December 31, 2001, in an amount and nature not materially different from those items presented to the Lenders in the Confidential Information Memorandum dated January 2002, and in any case in an aggregate amount not to exceed $6,000,000. "SPECIFIED PREFERRED STOCK": any preferred stock of the Borrower (as designated in the Borrower's charter documents in effect on the date hereof) issued to common 21 stockholders from time to time (i) compliance with the terms of which would not violate or be inconsistent with any of the provisions of this Agreement and (ii) which does not have any mandatory payment, dividend, redemption or similar covenants. "STANDBY LETTER OF CREDIT": as defined in paragraph 3.1(b)(i)(1). "STOCK PURCHASE AGREEMENT": the Stock Purchase Agreement, dated as of October 27, 2000, by and between ATCDG Holdings Corp, Inc., ATCDG Acquisition Corp., Inc. and the Borrower, as amended. "SUBSIDIARY": as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. "SWINGLINE COMMITMENT": the Swingline Lender's obligation to make Swingline Loans pursuant to subsection 2.6(a). The original amount of the Swingline Commitment is $5,000,000. "SWINGLINE LENDER": JPMorgan Chase Bank in its capacity as provider of the Swingline Loans. "SWINGLINE LOANS": as defined in subsection 2.6(a). "SYNDICATION AGENT": as defined in the preamble. "TERM LOANS": the collective reference to the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans. "TRANCHE A TERM COMMITMENT": as to any Lender, the obligation of such Lender, if any, to make a Tranche A Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading "Tranche A Term Commitment" opposite such Lender's name on Schedule 1.1. The original aggregate amount of the Tranche A Term Commitments is $75,000,000. "TRANCHE A TERM LENDER": each Lender that has a Tranche A Term Commitment or that holds a Tranche A Term Loan. "TRANCHE A TERM LOAN": as defined in subsection 2.4. "TRANCHE A TERM LOAN TERMINATION DATE": The fifth anniversary of the Closing Date. 22 "TRANCHE A TERM PERCENTAGE": as to any Tranche A Term Lender at any time, the percentage which such Lender's Tranche A Term Commitment then constitutes of the aggregate Tranche A Term Commitments (or, at any time after the relevant Borrowing Date, the percentage which the aggregate principal amount of such Lender's Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding). "TRANCHE B MANDATORY PREPAYMENT AMOUNT": as defined in subsection 4.5(g). "TRANCHE B OPTIONAL PREPAYMENT AMOUNT": as defined in subsection 4.4(b). "TRANCHE B TERM COMMITMENT": as to any Lender, the obligation of such Lender, if any, to make a Tranche B-1 Term Loan and a Tranche B-2 Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading "Tranche B Term Commitment" opposite such Lender's name on Schedule 1.1. The original aggregate amount of the Tranche B Term Commitments is $95,000,000. "TRANCHE B TERM LENDER": (a) each Lender that has a Tranche B-1 Term Commitment or that holds a Tranche B-1 Term Loan and (b) each Lender that has a Tranche B-2 Term Commitment or that holds a Tranche B-2 Term Loan. "TRANCHE B TERM LOAN": the collective reference to Tranche B-1 Term Loans and Tranche B-2 Term Loans. "TRANCHE B TERM LOAN TERMINATION DATE": The sixth anniversary of the Closing Date. "TRANCHE B TERM PERCENTAGE": as to any Tranche B Term Lender at any time, the percentage which such Lender's Tranche B Term Commitment then constitutes of the aggregate Tranche B Term Commitments (or, (a) at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender's Tranche B-1 Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B-1 Term Loans then outstanding, or (b) at any time after the relevant Borrowing Date, the percentage which the aggregate principal amount of such Lender's Tranche B-2 Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B-2 Term Loans then outstanding). "TRANCHE B-1 TERM COMMITMENT": as to any Lender, the obligation of such Lender, if any, to make a Tranche B-1 Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading "Tranche B-1 Term Commitment" opposite such Lender's name on Schedule 1.1. The original aggregate amount of the Tranche B-1 Term Commitments is $40,000,000. "TRANCHE B-1 TERM LENDER": each Lender that has a Tranche B-1 Term Commitment or that holds a Tranche B-1 Term Loan. "TRANCHE B-1 TERM LOAN": as defined in subsection 2.4. 23 "TRANCHE B-1 TERM PERCENTAGE": as to any Tranche B-1 Term Lender at any time, the percentage which such Lender's Tranche B-1 Term Commitment then constitutes of the aggregate Tranche B-1 Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender's Tranche B-1 Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B-1 Term Loans then outstanding). "TRANCHE B-2 TERM COMMITMENT": as to any Lender, the obligation of such Lender, if any, to make a Tranche B-2 Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the heading "Tranche B-2 Term Commitment" opposite such Lender's name on Schedule 1.1. The original aggregate amount of the Tranche B-2 Term Commitments is $55,000,000. "TRANCHE B-2 TERM LENDER": each Lender that has a Tranche B-2 Term Commitment or that holds a Tranche B-2 Term Loan. "TRANCHE B-2 TERM LOAN": as defined in subsection 2.4. "TRANCHE B-2 TERM PERCENTAGE": as to any Tranche B-2 Term Lender at any time, the percentage which such Lender's Tranche B-2 Term Commitment then constitutes of the aggregate Tranche B-2 Term Commitments (or, at any time after the relevant Borrowing Date, the percentage which the aggregate principal amount of such Lender's Tranche B-2 Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B-2 Term Loans then outstanding). "TRANCHE C LENDER SUPPLEMENT": as defined in subsection 2.7(d). "TRANCHE C TERM COMMITMENT": as to any Lender, the obligation of such Lender, if any, to make one or more Tranche C Term Loans to the Borrower in a principal amount not to exceed the amount set forth under the heading "Tranche C Term Commitment" opposite such Lender's name on Schedule 1.1. The aggregate amount of the Tranche C Term Commitments may not exceed $100,000,000. "TRANCHE C TERM LENDER": each Lender that has a Tranche C Term Commitment or that holds a Tranche C Term Loan. "TRANCHE C TERM LOAN": as defined in subsection 2.7. "TRANCHE C TERM LOAN TERMINATION DATE": a date to be determined which shall be no earlier than the Tranche B Term Loan Termination Date. "TRANCHE C TERM PERCENTAGE": as to any Tranche C Term Lender at any time, the percentage which such Lender's Tranche C Term Commitment then constitutes of the aggregate Tranche C Term Commitments (or, at any time after the relevant Borrowing Date, the percentage which the aggregate principal amount of such Lender's Tranche C Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche C Term Loans then outstanding). 24 "TRANSFEREE": any Assignee or Participant. "TYPE": as to any Loan, its nature as an ABR Loan or a Eurodollar Loan. "UNIFORM CUSTOMS": the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the same may be amended or otherwise revised from time to time. 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. (b) As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms partly defined in subsection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. (c) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, subsection, Schedule and Exhibit references are to this Agreement unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. SECTION 2. AMOUNT AND TERMS OF CREDIT COMMITMENTS 2.1 REVOLVING CREDIT COMMITMENTS. (a) Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make revolving credit loans (each a "REVOLVING CREDIT LOAN", collectively, "REVOLVING CREDIT LOANS") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the then outstanding L/C Obligations and Swingline Loans (after giving effect to any repayment of Swingline Loans at the time of the making of such Revolving Credit Loans), does not exceed the amount of such Revolving Credit Lender's Revolving Credit Commitment. (b) The Revolving Credit Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.2 or 4.6, as applicable, PROVIDED that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Termination Date. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. 2.2 PROCEDURE FOR REVOLVING CREDIT BORROWING. The Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any 25 Business Day, PROVIDED that the Borrower shall give the Administrative Agent, except as expressly set forth in subsections 3.4 and 4.10, irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or (b) on the day of the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $500,000, such lesser amount). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 11.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent, PROVIDED that, the Borrower shall give the Administrative Agent and the Revolving Credit Lenders irrevocable notice by 11:00 A.M. New York City time one Business Day before the requested Borrowing Date, if the Closing Date is a Borrowing Date, and on such date each Revolving Credit Lender shall make such funds available to the Administrative Agent prior to 10:00 A.M., New York City time. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent. 2.3 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS. The Borrower shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Revolving Credit Commitments then in effect, PROVIDED that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swingline Loans made on the effective date thereof, the aggregate principal amount of the Revolving Credit Loans then outstanding, when added to the then outstanding L/C Obligations and the then outstanding Swingline Loans, would exceed the Revolving Credit Commitments then in effect. 2.4 TERM COMMITMENTS. (a) Subject to the terms and conditions hereof, each Tranche A Term Lender severally agrees to make term loans (a "TRANCHE A TERM LOAN") to the Borrower on any one Business Day on or after the Closing Date (but no later than April 11, 2002), as requested by the Borrower, in an aggregate amount not to exceed the amount of the Tranche A Term Commitment of such Lender. (b) Subject to the terms and conditions hereof, each Tranche B-1 Term Lender severally agrees to make a term loan (a "TRANCHE B-1 TERM LOAN") to the Borrower on the 26 Closing Date in an amount not to exceed the amount of the Tranche B-1 Term Commitment of such Lender. (c) Subject to the terms and conditions hereof, each Tranche B-2 Term Lender severally agrees to make term loans (a "TRANCHE B-2 TERM LOAN") to the Borrower on any one Business Day on or after the Closing Date (but no later than April 11, 2002), as requested by the Borrower, in an aggregate amount not to exceed the amount of the Tranche B-2 Term Commitment of such Lender. (d) The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.5 and 4.6. 2.5 PROCEDURE FOR TERM LOAN BORROWING. The Borrower shall give the Administrative Agent irrevocable telephonic notice (promptly confirmed in writing), which notice must be received by the Administrative Agent prior to 11:00 A.M., New York time, one Business Day prior to the anticipated Borrowing Date (which shall be the Closing Date in the case of any Tranche B-1 Term Loans, and which shall be a Business Day but no later than April 11, 2002 in the case of the borrowing of the Tranche A Term Loans and the Tranche B-2 Term Loans), requesting that the Tranche A Term Lenders, the Tranche B-1 Term Lenders and/or the Tranche B-2 Term Lenders, as applicable, make their respective Term Loans on such date and specifying the amount to be borrowed. The Term Loans made pursuant to this subsection 2.5 shall initially be ABR Loans and no Term Loan may be converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month until the date that is 90 days after the Closing Date. Upon receipt of such notice with respect to Tranche A Term Loans, Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as the case may be, the Administrative Agent shall promptly notify each Tranche A Term Lender, each Tranche B-1 Term Lender and each Tranche B-2 Term Lender, respectively, thereof. Not later than 10:00 A.M., New York time, on, with respect to the Tranche B-1 Term Loans, the Closing Date, and, with respect to the Tranche A Term Loans and the Tranche B-2 Term Loans, the Borrowing Date with respect thereto, each Tranche A Term Lender, each Tranche B-1 Term Lender and each Tranche B-2 Term Lender, as relevant, shall make available to the Administrative Agent at the Administrative Agent's Payment Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender on such date. On the date of any borrowing in accordance with this subsection 2.5, the Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Lenders, the Tranche B-1 Term Lenders and the Tranche B-2 Term Lenders, as relevant, in immediately available funds (or, in the event that the Borrower specifies in the notice a different account to which such amounts should be transferred, the Administrative Agent shall transfer, by wire transfer, to such account the aggregate amount made available to the Administrative Agent by the Tranche A Term Lenders, the Tranche B-1 Term Lenders and the Tranche B-2 Term Lenders, as relevant, in immediately available funds). 2.6 SWINGLINE COMMITMENTS(e) . (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make swingline loans (individually, a "SWINGLINE LOAN"; collectively, the "SWINGLINE LOANS") to the Borrower from time to time during the Revolving 27 Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000, PROVIDED that at no time may the sum of the then outstanding Revolving Extensions of Credit exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.6 may be repaid and, through but excluding the Revolving Termination Date, reborrowed. All Swingline Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swingline Lender irrevocable notice (which notice must be received by the Swingline Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swingline Loan which shall be in an amount equal to $250,000 or a whole multiple of $50,000 in excess thereof. The proceeds of the Swingline Loan will be made available by the Swingline Lender to the Borrower at the office of the Swingline Lender by crediting the account of the Borrower at such office with such proceeds in Dollars. (b) The Swingline Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Swingline Loan outstanding for more than seven Business Days, the Swingline Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swingline Lender to act on its behalf), request each Revolving Credit Lender, including the Swingline Lender, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the principal amount of all of the Swingline Loans (the "REFUNDED SWINGLINE LOANS") outstanding on the date such notice is given; PROVIDED that the provisions of this subsection shall not affect the obligations of the Borrower to prepay Swingline Loans in accordance with the provisions of subsection 4.5. Unless the Commitments shall have expired or terminated for any reason, including but not limited to, the occurrence of any of the events described in paragraph (f) of Section 9 hereof with respect to the Borrower (in which event the procedures of paragraph (d) of this subsection 2.6 shall apply), each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swingline Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swingline Loans. (c) If the Revolving Credit Commitments shall expire or terminate (for any reason, including but not limited to the occurrence of any of the events described in paragraph (f) of Section 9 hereof with respect to the Borrower) at any time while Swingline Loans are outstanding, each Revolving Credit Lender shall, at the option of the Swingline Lender, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Credit Loan shall be deemed a "Revolving Credit Loan" for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swingline Loans, in either case in an amount equal to such Lender's Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments of the aggregate principal amount of such Swingline Loans. Each Lender will make the proceeds of any Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swingline Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds 28 immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swingline Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swingline Lender, in immediately available funds, the amount of its participation. (d) Whenever, at any time after the Swingline Lender has received from any Lender such Lender's participating interest in a Swingline Loan and the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. (e) Notwithstanding anything herein to the contrary, the Swingline Lender shall not be obligated to make any Swingline Loan if the conditions set forth in subsection 6.3 have not been satisfied. The Swingline Lender may not make any Swingline Loan at any time when the Swingline Lender has actual knowledge, whether by notification by the Administrative Agent, the Borrower or any Lender or otherwise, that an Event of Default has occurred and is continuing. No Revolving Credit Lender shall be required to refund, or participate in, any Swingline Loan made in violation of the immediately preceding sentence. 2.7 TRANCHE C TERM LOANS. (a) The Borrower may, with notice to the Administrative Agent but without the consent of the Required Lenders, from time to time after the Closing Date, but prior to the Tranche C Term Loan Termination Date, request to borrow term loans ("TRANCHE C TERM LOANS"); PROVIDED that the aggregate additional Tranche C Term Loans obtained pursuant to this subsection shall not exceed the aggregate Tranche C Term Commitments and shall, in each case, aggregate at least $20,000,000 per requested borrowing (or such lesser remaining amount); PROVIDED FURTHER, that the Leverage Ratio shall be less than or equal to (x) the Leverage Ratio permitted for such period pursuant to subsection 8.1(a) minus (y) .25. Upon receipt of such notice, the Administrative Agent will seek the agreement of one or more Lenders (including New Lenders) to make Tranche C Term Loans in an aggregate amount equal to the amount so requested by the Borrower. (b) If one or more of the Lenders (including New Lenders) shall have agreed to make a Tranche C Term Loan pursuant to a request made as described in the foregoing clause (a) (it being understood that no Lender shall have any obligation to make any Tranche C Term Loan), such Tranche C Term Loans shall be made available to the Borrower, on a date mutually agreed upon among the Administrative Agent, the Borrower and the Lenders providing such Tranche C Term Loans and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) Tranche C Term Loans made or agreed to pursuant to this subsection 2.7 shall mature on the Tranche C Term Loan Termination Date and (i) 5% of the Tranche C Term 29 Loans shall amortize in equal quarterly installments until the date one year prior to the Tranche C Term Loan Termination Date and (ii) 95% of the Tranche C Term Loans shall be outstanding on the date one year prior to the Tranche C Term Loan Termination Date and such 95% shall amortize in equal quarterly installments during the course of such year; PROVIDED, that such percentages may be modified as a result of (A) any optional prepayment made in accordance with subsection 4.4 and (B) any mandatory prepayment made in accordance with subsection 4.5 as applied in accordance with subsection 4.3(d). Interest, fee rates and (subject to the immediately preceding sentence) other material terms with respect to the Tranche C Term Loans shall be determined at the time of issuance of such Tranche C Term Loans based upon then prevailing market conditions. Within 5 Business Days of any borrowing of Tranche C Term Loans, the Administrative Agent shall deliver to each Tranche C Term Lender, an amortization schedule substantially in the form of subsection 4.3(a) and a revised Schedule 1.1 reflecting the Tranche C Term Commitment of each Tranche C Term Lender. Such schedules shall be deemed a part hereof and shall supercede any then existing amortization schedule or Schedule 1.1, in each case, with respect to the Tranche C Term Loans. (d) Any bank, financial institution or other entity (including any existing Lender) which, with (except in the case of an existing Lender) the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Lender" under this agreement pursuant to this subsection 2.7 shall execute a Tranche C Lender Supplement (each, a "TRANCHE C LENDER SUPPLEMENT") substantially in the form of Exhibit I, whereupon such bank, financial institution or other entity (a "NEW LENDER") or such existing Lender, as the case may be, shall become a Tranche C Term Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. SECTION 3. LETTERS OF CREDIT 3.1 L/C COMMITMENT. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.3(a), agrees to issue letters of credit (including any Designated Letters of Credit, "LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by the relevant Issuing Lender; PROVIDED that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed $25,000,000 or (ii) the aggregate Available Revolving Credit Commitments of all Lenders would be less than zero. (b) Each Letter of Credit shall: (i) be denominated in Dollars and shall be either (1) a standby letter of credit issued to support obligations of the Borrower and its Subsidiaries, contingent or otherwise, incurred in the ordinary course of its business (a "STANDBY LETTER OF CREDIT"), or (2) a commercial letter of credit issued to provide a primary means of payment in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT"); and 30 (ii) expire no later than the earlier of (x) the date that is 12 months after the date of its issuance and (y) the fifth Business Day prior to the Revolving Termination Date; PROVIDED, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); PROVIDED, FURTHER, that Letters of Credit which have an aggregate face amount of not greater than $2,500,000 and are issued in connection with the Distribution Group Sale shall expire no later than the earlier of (A) the date that is 24 months after the date of issuance thereof and (B) the fifth Business Day prior to the Termination Date. (c) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (e) On the Closing Date, (i) the Borrower shall provide Schedule 3.1, which schedule shall list the Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 3, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Commitment and the Revolving Extensions of Credit, (iv) the provisions of this Section 3 shall apply thereto, and the Borrower and the Revolving Credit Lenders hereunder hereby expressly assume all obligations with respect to such Letters of Credit and (v) all liabilities of the Borrower with respect to such Designated Letters of Credit shall constitute obligations of the Borrower hereunder. 3.2 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT. The Borrower may from time to time request that any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any Application, the relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall issue the Letter of Credit requested thereby not later than four Business Days (or such later date as the Borrower shall request) after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto as such Issuing Lender may reasonably request (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. 31 3.3 L/C PARTICIPATIONS. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage in each Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by each Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to subsection 3.3(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (as defined in the definition of ABR in subsection 1.1) during the period from and including the date such payment is required to be made to the date on which such payment is made available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to subsection 3.3(a) is not in fact made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans hereunder. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with subsection 3.3(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; PROVIDED, HOWEVER, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. 3.4 REIMBURSEMENT OBLIGATION OF THE BORROWER. (a) The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Each such payment 32 shall be made to the relevant Issuing Lender at its address for notices specified herein in Dollars and in immediately available funds. (b) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit shall constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.2 of ABR Loans in the amount of such drawing. The requirement of one Business Day's prior notice for an ABR Loan set forth in subsection 2.2 shall not apply to any borrowing under this subsection 3.4 in respect of a drawing under any Letter of Credit. The Borrowing Date with respect to such borrowing shall be the date of such drawing. 3.5 OBLIGATIONS ABSOLUTE. (a) To the fullest extent permitted by applicable law, the Borrower agrees that the Borrower's obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against any Issuing Lender or any beneficiary of a Letter of Credit. (b) To the fullest extent permitted by applicable law, the Borrower also agrees with each Issuing Lender that no Issuing Lender shall be responsible for, and the Borrower's Reimbursement Obligations under subsection 3.4(a) shall not be affected by (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (iii) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (c) To the fullest extent permitted by applicable law, the Borrower agrees that no Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender's gross negligence or willful misconduct. (d) To the fullest extent permitted by applicable law, the Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower. 3.6 LETTER OF CREDIT PAYMENTS. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall promptly notify the Borrower and each L/C Participant of the date and amount thereof. The responsibility of each Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in 33 addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. 3.7 APPLICATION. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply. 3.8 CERTAIN REPORTING REQUIREMENTS. Each Issuing Lender will report in writing to the Administrative Agent (i) on the fifth Business Day prior to the end of each fiscal quarter of the Borrower, the aggregate stated amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding week and (ii) on or prior to each Business Day on which an Issuing Lender expects to issue or amend any Letter of Credit, the date of such issuance or amendment and the aggregate stated amount of Letters of Credit to be issued by it and outstanding after giving effect to such issuance or amendment (and such Issuing Lender shall advise the Administrative Agent on such Business Day whether such issuance or amendment occurred and whether the amount thereof changed). SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT 4.1 FEES. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a fee for the period from and including the Effective Date to the Revolving Termination Date, computed at a rate per annum equal to 0.50% on the average daily Available Revolving Credit Commitment of such Revolving Credit Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date (or on such earlier date on which the Revolving Credit Commitments shall be terminated pursuant to Section 9). (b) The Borrower shall pay to the Administrative Agent, for the account of each Issuing Lender a fronting fee with respect to each Letter of Credit issued by such Issuing Lender computed at a rate per annum equal to 1/8 of 1% for Letters of Credit issued by JPMorgan Chase Bank or at a percentage set forth in such Issuing Lender's Issuing Lender Agreement for Letters of Credit issued by other Issuing Lenders, in each case, on the daily average undrawn amount of such Letter of Credit. Such fronting fee shall be payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date (or on such earlier date on which the Revolving Credit Commitments shall be terminated pursuant to Section 9) and shall be nonrefundable. (c) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lenders and the L/C Participants, a letter of credit commission with respect to each Letter of Credit on the daily average undrawn amount of such Letter of Credit, computed at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans. Such fee shall be payable to the L/C Participants and the Issuing Lenders to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. Such commissions shall be payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Termination Date (or on such 34 earlier date on which the Revolving Credit Commitments shall be terminated pursuant to Section 9) and shall be nonrefundable. (d) The Borrower agrees to pay to the Administrative Agent for the account of each Tranche A Term Lender a fee for the period from and including the Effective Date to, but not including, the date on which the Tranche A Term Loans are borrowed pursuant to subsection 2.5 computed at a rate per annum equal to 0.50% on the Tranche A Term Loan Commitment of such Tranche A Term Lender, payable on the date the Tranche A Term Loans are borrowed pursuant to subsection 2.5. (e) The Borrower agrees to pay to the Administrative Agent (i) for the account of each Tranche B-1 Term Lender a fee for the period from and including the later of the Effective Date and the date on which such Tranche B-1 Term Lender delivers its forward purchase letter to, but not including, the date on which the Tranche B-1 Term Loans are borrowed pursuant to subsection 2.5 computed at a rate per annum equal to 0.50% on the Tranche B-1 Term Loan Commitment of such Tranche B-1 Term Lender, payable on the date the Tranche B-1 Term Loans are borrowed pursuant to subsection 2.5 and (ii) for the account of each Tranche B-2 Term Lender a fee for the period from and including the later of the Effective Date and the date on which such Tranche B-2 Term Lender delivers its forward purchase letter to, but not including, the date on which the Tranche B-2 Term Loans are borrowed pursuant to subsection 2.5 computed at a rate per annum equal to 0.50% on the Tranche B-2 Term Loan Commitment of such Tranche B-2 Term Lender, payable on the date the Tranche B-2 Term Loans are borrowed pursuant to subsection 2.5. (f) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (g) The Borrower agrees to pay to JPMorgan Chase Bank the amounts set forth in the Fee Letter dated December 20, 2001, among J.P. Morgan Securities Inc., JPMorgan Chase Bank, Credit Suisse First Boston, Credit Suisse First Boston, Cayman Islands Branch and the Borrower, in the amounts and on the dates set forth therein. 4.2 REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Credit Lender the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender, on the Revolving Termination Date (or such earlier date on which the Revolving Credit Loans become due and payable pursuant to Section 9), (ii) to the Administrative Agent for the account of each Tranche A Term Lender the then unpaid principal amount of each Tranche A Term Loan of such Tranche A Term Lender as provided in subsection 4.3(a), (iii) to the Administrative Agent for the account of each Tranche B Term Lender the then unpaid principal amount of each Tranche B Term Loan of such Tranche B Term Lender as provided in subsection 4.3(b) and (iv) to the Administrative Agent for the account of each Tranche C Term Lender the then unpaid principal amount of each Tranche C Term Loan of such Tranche C Term Lender as determined in accordance with subsection 2.7. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to it from time to 35 time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in subsection 4.8. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain the Register pursuant to subsection 11.6(d) and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder, the Type thereof and, in the case of Eurodollar Loans, each Interest Period applicable thereto, (ii) each continuation thereof and each conversion of all or a portion thereof to another Type, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to subsection 4.2(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; PROVIDED, HOWEVER, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, as the case may be, or any error therein, shall not in any manner affect any of the obligations of the Borrower hereunder, including, without limitation, the obligation to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. 4.3 AMORTIZATION OF TERM LOANS. (a) Subject to adjustment pursuant to clause (d) of this subsection, the Borrower shall repay Tranche A Term Loans on each date set forth below in the aggregate principal amount of Dollars set forth opposite such date (each Tranche A Term Lender shall receive an amount equal to such Lender's Tranche A Term Percentage multiplied by the amount set forth below opposite such installment):
Date Amount ---- ------ June 30, 2002 $2,812,500.00 September 30, 2002 $2,812,500.00 December 30, 2002 $2,812,500.00 March 31, 2003 $2,812,500.00 June 30, 2003 $2,812,500.00 September 30, 2003 $2,812,500.00 December 30, 2003 $2,812,500.00 March 31, 2004 $2,812,500.00 June 30, 2004 $3,750,000.00 September 30, 2004 $3,750,000.00 36 December 30, 2004 $3,750,000.00 March 31, 2005 $3,750,000.00 June 30, 2005 $3,750,000.00 September 30, 2005 $3,750,000.00 December 30, 2005 $3,750,000.00 March 31, 2006 $3,750,000.00 June 30, 2006 $5,625,000.00 September 30, 2006 $5,625,000.00 December 30, 2006 $5,625,000.00 Tranche A Term $5,625,000.00 Loan Termination Date
(b) Subject to adjustment pursuant to clause (d) of this subsection, the Borrower shall repay Tranche B Term Loans on each date set forth below in the aggregate principal amount of Dollars set forth opposite such date (each Tranche B Term Lender shall receive an amount equal to such Lender's Tranche B Term Percentage multiplied by the amount set forth below opposite such installment):
Date Amount ---- ------ June 30, 2002 $ 237,500.00 September 30, 2002 $ 237,500.00 December 30, 2002 $ 237,500.00 March 31, 2003 $ 237,500.00 June 30, 2003 $ 237,500.00 September 30, 2003 $ 237,500.00 December 30, 2003 $ 237,500.00 March 31, 2004 $ 237,500.00 June 30, 2004 $ 237,500.00 September 30, 2004 $ 237,500.00 December 30, 2004 $ 237,500.00 March 31, 2005 $ 237,500.00 June 30, 2005 $ 237,500.00 September 30, 2005 $ 237,500.00 December 30, 2005 $ 237,500.00 March 31, 2006 $ 237,500.00 June 30, 2006 $ 237,500.00 September 30, 2006 $ 237,500.00 December 30, 2006 $ 237,500.00 March 31, 2007 $ 237,500.00 37 June 30, 2007 $22,562,500.00 September 30, 2007 $22,562,500.00 December 30, 2007 $22,562,500.00 Tranche B Term Loan $22,562,500.00 Termination Date
(c) To the extent not previously paid, all Tranche A Term Loans shall be due and payable on the Tranche A Term Loan Termination Date (or on such earlier date on which the Tranche A Term Loans become due and payable pursuant to Section 9), all Tranche B Term Loans shall be due and payable on the Tranche B Term Loan Termination Date (or on such earlier date on which the Tranche B Term Loans become due and payable pursuant to Section 9) and all Tranche C Term Loans shall be due and payable on the Tranche C Term Loan Termination Date (or on such earlier date on which the Tranche C Term Loans become due and payable pursuant to Section 9). (d) Any prepayment of a Term Loan pursuant to subsection 4.5 shall be applied to reduce the subsequent scheduled repayments of the Term Loans to be made by the Borrower pursuant to this subsection as set forth in subsection 4.5. (e) Each repayment or prepayment of a Term Loan shall be applied ratably to the Term Loans of each Lender included in the repaid Term Loan in accordance with such Lender's Tranche A Term Percentage, Tranche B Term Percentage or Tranche C Term Percentage, as the case may be. 4.4 OPTIONAL PREPAYMENTS. (a) The Borrower may at any time and from time to time prepay the Loans made to it, in whole or in part, without premium or penalty, upon at least three Business Days' in the case of Eurodollar Loans, or same day Business Day's in the case of ABR Loans (including Swingline Loans), irrevocable notice to the Administrative Agent, specifying whether the prepayment is (i) of Revolving Credit Loans, Term Loans or Swingline Loans, or a combination thereof, and in each case if a combination thereof, the amount allocable to each, (ii) the date and amount of prepayment of such Loan(s) and (iii) whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsection 4.15 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Partial optional prepayments of the Term Loans shall be applied to the remaining installments of principal thereof ratably based on the remaining amounts thereof. Partial voluntary prepayments shall be in an aggregate principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything to the contrary in subsection 4.4(a) or 4.11, with respect to the amount of any optional prepayment described in subsection 4.4 that is allocated to Tranche B Term Loans (such amounts, the "TRANCHE B OPTIONAL PREPAYMENT AMOUNT"), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying 38 such amount to the prepayment of Tranche B Term Loans, as provided in paragraph (a) above, on the date specified in subsection 4.4 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, an "OPTIONAL PREPAYMENT OPTION NOTICE") as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender an Optional Prepayment Option Notice, which shall be in the form of Exhibit G-1, and shall include an offer by the Borrower to prepay on the date (each an "OPTIONAL PREPAYMENT DATE") that is 5 Business Days after the date of the Optional Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Optional Prepayment Amount indicated in such Lender's Optional Prepayment Option Notice as being applicable to such Lender's Tranche B Term Loans. On the Optional Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted prepayment as described above, (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Tranche B Optional Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; PROVIDED, that, if on the Optional Prepayment Date, the amount equal to the portion of the Tranche B Optional Prepayment Amount not accepted by the Tranche B Lenders is in excess of the then outstanding Tranche A Term Loans, the Borrower shall pay to the Tranche B Term Lenders such excess amount PRO RATA in accordance with the outstanding Tranche B Term Loans of each Tranche B Term Lender. 4.5 MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS: (a) If at any time the sum of the Revolving Credit Loans, the Swingline Loans and the L/C Obligations exceeds the Revolving Credit Commitments, the Borrower shall make a payment in the amount of such excess which payment shall be applied FIRST, to the payment of the Swingline Loans then outstanding, SECOND, to the payment of any Revolving Credit Loans then outstanding, THIRD, to payment of any Reimbursement Obligations then outstanding and LAST, to cash collateralize any outstanding Letters of Credit on terms reasonably satisfactory to the Required Lenders. The application of prepayments of Loans referred to in the preceding sentence shall be made first to ABR Loans and second to Eurodollar Loans. (b) If, subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, then 100% of such Net Cash Proceeds shall be applied on the first Business Day after receipt thereof toward prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in subsection 4.5(f); PROVIDED that such Net Cash Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate that it intends to use such Net Cash Proceeds to acquire fixed or capital assets for the Borrower or any of its Subsidiaries within 330 days of receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to prepay the Loans and permanently reduce the Commitments on the date 330 days after the receipt thereof; and PROVIDED FURTHER that such Net Cash Proceeds shall not be required to be so applied until such Net Cash Proceeds not applied hereunder exceed $2,500,000 in the aggregate, at which time all of such unapplied Net Cash Proceeds shall be applied as set forth in subsection 4.5(f). 39 (c) If any Capital Stock shall be issued by the Borrower or any of its Subsidiaries subsequent to the Closing Date, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in subsection 4.5(f), unless such Net Cash Proceeds shall be applied within 180 days to make an acquisition permitted by subsection 8.10. The Net Cash Proceeds required to be applied pursuant to this subsection 4.5(c) toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in subsection 4.5(f) shall be applied on the earlier of (i) the 181st day after receipt of such Net Cash Proceeds and (ii) the date on which the Borrower or the relevant Subsidiary determines that such Net Cash Proceeds will not be used to make an acquisition. (d) If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries subsequent to the Closing Date (excluding any Indebtedness incurred in accordance with subsection 8.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in subsection 4.5(f). (e) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2002, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow, less the aggregate amount of optional prepayments made since the last Excess Cash Flow Application Date, toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in subsection 4.5(f). Each such prepayment and commitment reduction shall be made on a date (an "EXCESS CASH FLOW APPLICATION DATE") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in subsection 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (f) Amounts to be applied in connection with mandatory prepayments and Commitment reductions made pursuant to this subsection 4.5 shall be applied, FIRST, to the prepayment of the Term Loans and, SECOND, to reduce permanently the Revolving Credit Commitments. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swingline Loans to the extent, if any, that the aggregate Revolving Extensions of Credit exceed the amount of the aggregate Revolving Commitments as so reduced, PROVIDED that if the aggregate principal amount of Revolving Credit Loans and Swingline Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to subsection 4.5 shall be made, FIRST, to ABR Loans and, SECOND, to Eurodollar Loans. Each prepayment of the Loans under subsection 4.5 (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (g) Notwithstanding anything to the contrary in subsection 4.5(f) or 4.11, with respect to the amount of any mandatory prepayment described in subsection 4.5 that is allocated 40 to Tranche B Term Loans (such amounts, the "TRANCHE B MANDATORY PREPAYMENT AMOUNT"), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans, as provided in paragraph (e) above, on the date specified in subsection 4.5 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender a notice (each, a "MANDATORY PREPAYMENT OPTION NOTICE") as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Mandatory Prepayment Option Notice, which shall be in the form of Exhibit G-2, and shall include an offer by the Borrower to prepay on the date (each a "MANDATORY PREPAYMENT DATE") that is 5 Business Days after the date of the Mandatory Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Mandatory Prepayment Amount indicated in such Lender's Mandatory Prepayment Option Notice as being applicable to such Lender's Tranche B Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted prepayment as described above, (ii) the Borrower shall pay to the Tranche A Term Lenders an amount equal to the portion of the Tranche B Mandatory Prepayment Amount not accepted by the relevant Lenders, and such amount shall be applied to the prepayment of the Tranche A Term Loans; PROVIDED, that, if on the Mandatory Prepayment Date, the amount equal to the portion of the Tranche B Mandatory Prepayment Amount not accepted by the Tranche B Lenders is in excess of the then outstanding Tranche A Term Loans, the Borrower shall pay to the Tranche B Term Lenders such excess amount PRO RATA in accordance with the outstanding Tranche B Term Loans of each Tranche B Term Lender. 4.6 CONVERSION AND CONTINUATION OPTIONS. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election, PROVIDED that any such conversion may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the (x) Tranche A Term Loans (in the case of conversions of Tranche A Term Loans), (y) Tranche B Term Loans ( in the case of conversions of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the case of conversions of Tranche C Term Loans). (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the 41 Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined that such a continuation is not appropriate or (ii) after the date that is one month prior to, respectively, the Revolving Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of (x) the Tranche A Term Loans (in the case of continuations of Tranche A Term Loans), (y) Tranche B Term Loans (in the case of continuations of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the case of continuations of Tranche C Term Loans) and PROVIDED, FURTHER, that if the Borrower shall fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. 4.7 MAXIMUM NUMBER OF TRANCHES. All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be made pursuant to such elections so that, after giving effect thereto, the aggregate number of Eurodollar Tranches outstanding at any time shall not exceed twenty. 4.8 INTEREST RATES AND PAYMENT DATES. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin. (b) Each ABR Loan shall bear interest for each day at a rate per annum equal to the ABR for such day plus the Applicable Margin. (c) If all or a portion of (i) the principal amount of any Loan or Reimbursement Obligation, (ii) any interest payable thereon or (iii) any commitment fee or (iv) any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this subsection plus 2% or (y) in the case of overdue interest, commitment fee or other amount, the rate described in paragraph (b) of this subsection PLUS 2%, in each case from the date of such non-payment until such amount is paid in full (as well after as before judgment). (d) Interest shall be payable in arrears on each Interest Payment Date, PROVIDED that interest accruing pursuant to paragraph (c) of this subsection shall be payable from time to time on demand. 4.9 COMPUTATION OF INTEREST AND FEES. (a) Interest calculated on the basis of the Prime Rate component of the ABR shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and all fees shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as 42 practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate. (b) To the fullest extent permitted by applicable law, each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to subsection 4.8(a), (b) or (c). 4.10 INABILITY TO DETERMINE INTEREST RATE. If prior to the first day of any Interest Period, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be converted to or continued as ABR Loans and (z) any outstanding Eurodollar Loans with respect to which the Interest Period shall have expired shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert ABR Loans to Eurodollar Loans. 4.11 PRO RATA TREATMENT AND PAYMENTS. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee hereunder and any reduction of the Commitments of the Lenders shall be made (in each case, other than in respect of the Swingline Loans) PRO RATA according to the respective Revolving Credit Commitment Percentages, Tranche A Term Percentages, Tranche B-1 Term Percentages, Tranche B-2 Term Percentages and Tranche C Term Percentages, as the case may be, of the relevant Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made PRO RATA according to the respective outstanding principal amounts of the Term Loans then held by the Tranche A Term Lenders, the Tranche B Term Lenders and the Tranche C Term Lenders (except as otherwise provided in subsections 4.4(b) and 4.5(g)). The amount of each principal prepayment of the Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans, as the case may be, PRO RATA based upon the then remaining principal amount thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Credit Loans (other than the Swingline Loans) shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders. All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, 43 shall be made without set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent's office specified in subsection 11.2, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Revolving Credit Commitment Percentage, Tranche A Term Percentage, Tranche B-1 Term Percentage, Tranche B-2 Term Percentage or Tranche C Term Percentage, as the case may be, of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. If such Lender's Revolving Credit Commitment Percentage, Tranche A Term Percentage, Tranche B-1 Term Percentage, Tranche B-2 Term Percentage or Tranche C Term Percentage, as the case may be, of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans hereunder, on demand, from the Borrower. 4.12 ILLEGALITY. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law (other than a requirement of the Certificate of Incorporation, By-Laws or other organizational or governing documents of the relevant Lender) or in the interpretation or application thereof (except as aforesaid) shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall forthwith be cancelled and (b) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower agrees to pay to such Lender such amounts, if any, as may be required pursuant to subsection 4.15. 4.13 REQUIREMENTS OF LAW. (a) If the adoption of or any change in any Requirement of Law (other than a requirement of the Certificate of Incorporation, By-Laws or other organizational or governing documents of the relevant Lender) or in the interpretation or application thereof (except as aforesaid) or compliance by any Lender with any request or 44 directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over such Lender made subsequent to the date hereof (or, in the case of any Lender that becomes a party hereto after the Effective Date, subsequent to the date on which such party becomes a Lender): (i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by subsection 4.14 and changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender, on an after-tax basis, for such increased cost or reduced amount receivable. (b) If any Lender shall have determined in good faith that the adoption of or any change in any Requirement of Law (other than a requirement of the Certificate of Incorporation, By-Laws or other organizational or governing documents of the relevant Lender) regarding capital adequacy or in the interpretation or application thereof (except as aforesaid) or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof (or, in the case of any Lender that becomes a party hereto after the Effective Date, subsequent to the date on which such party becomes a Lender) shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender, on an after-tax basis, for such reduction, PROVIDED that the Borrower shall be not be obligated to compensate any Lender pursuant to this subsection 4.13 for amounts accruing prior to the date which is 90 days before the Borrower is notified of such event, it being understood that such notice need not include a computation of amounts in respect thereof. (c) If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the 45 event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection 4.13 submitted by such Lender, through the Administrative Agent, to the Borrower shall, to the fullest extent permitted by applicable law, be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 4.14 TAXES. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, PROVIDED, HOWEVER, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this subsection. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and all other amounts payable hereunder. (b) Each Lender (or Transferee) that is not a citizen or resident of the United States of America, a corporation or partnership created or organized under the laws of the United States of America, or any estate that is subject to Federal income taxation regardless of the source of its income or any trust which is subject to the supervision of a court within the United States and the control of a United States fiduciary as described in section 7701(a)(30) of the Code (a "NON-U.S. LENDER") shall deliver to the Borrower and the Administrative Agent two copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8BEN, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form 46 W-8BEN, a certificate in the form of Exhibit E, representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that is a participation holder, on or before the date such participation holder becomes a Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office (a "NEW LENDING OFFICE"). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Notwithstanding any other provision of this subsection 4.14(b), a Non-U.S. Lender that has previously complied with this subsection 4.14(b) shall not be required to deliver any Form W-8BEN or Form W-8ECI pursuant to this subsection 4.14(b) that such Non-U.S. Lender is not legally able to deliver. 4.15 INDEMNITY. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may reasonably sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement or (b) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification shall be an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. In the event that the Borrower defaults in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, any Eurodollar Loans in respect of which such notice has been given shall be converted automatically to ABR Loans on the date such prepayment would have been made pursuant to such notice. This covenant shall survive the termination of this Agreement and all other amounts payable hereunder until the second anniversary of such termination and payment. 4.16 CHANGE OF LENDING OFFICE. Each Lender agrees that if it makes any demand for payment under subsection 4.13 or 4.14(a), it shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its sole discretion) to designate a different lending office if the making of such a designation would reduce or obviate the need for the Borrower to make payments under subsection 4.13 or 4.14(a). SECTION 5. REPRESENTATIONS AND WARRANTIES 47 To induce the Administrative Agent and each Lender to enter into this Agreement and to make the Extensions of Credit requested to be made by it (including the initial Extension of Credit requested to be made by it on the Closing Date), the Borrower hereby represents and warrants, on the Closing Date and on every Borrowing Date thereafter, to the Administrative Agent and each Lender that: 5.1 FINANCIAL CONDITION. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries at December 31, 1998, December 31, 1999 and December 31, 2000 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2001, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently, in all material respects, throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or the footnotes thereto. During the period from December 31, 2000 to and including the date hereof there has been no Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property. (b) The unaudited PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries at December 31, 2001 (excluding the footnote disclosures required by GAAP) (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Offering, (ii) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly, in all material respects, on a PRO FORMA basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 31, 2001, assuming that the events specified in the preceding sentence had actually occurred at such date. 5.2 NO CHANGE; SOLVENCY. Since December 31, 2000 there has been no development or event which has had or could reasonably be expected to have a Material Adverse 48 Effect. As of the Closing Date, the Borrower and its Subsidiaries are Solvent, on a consolidated basis and on an individual basis. 5.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law (other than Requirements of Law with respect to which representations as to compliance are made in subsections 5.13 and 5.16) except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 5.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and in the case of the Borrower, to borrow hereunder and the Borrower has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the Applications, and each Loan Party has authorized the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which any Loan Party is a party (other than the filing of Uniform Commercial Code financing statements, which have, to the extent then necessary to perfect the Liens provided for in the Security Agreements, been duly filed). This Agreement has been duly executed and delivered on behalf of the Borrower, and each other Loan Document will be duly executed and delivered on behalf of each Loan Party thereto. This Agreement constitutes, and each other Loan Document to which the Borrower or any other Loan Party is a party, when executed and delivered, will constitute, a legal, valid and binding obligation of the Borrower and such other Loan Party enforceable against the Borrower and such other Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally (including, without limitation, laws respecting fraudulent transfers and preferential transfers) and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 5.5 NO LEGAL BAR. The execution, delivery and performance of the Loan Documents to which any Loan Party is a party, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any material provision of any material Contractual Obligation or, to the knowledge of the Borrower, any other provision of any Contractual Obligation of the Borrower or of any of its Subsidiaries, in each such case the effect of which would be to cause a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to the Loan Documents). 49 5.6 NO MATERIAL LITIGATION. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (b) which could reasonably be expected to have a Material Adverse Effect. 5.7 NO DEFAULT. Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. 5.8 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its Subsidiaries has good record and valid title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by subsection 8.3. 5.9 INTELLECTUAL PROPERTY. The Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property that could reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim that could reasonably be expected to have a Material Adverse Effect. The Borrower has no knowledge, nor any reason to know, that the use of such Intellectual Property by the Borrower and its Subsidiaries infringes on the rights of any Person in a manner that could reasonably be expected to have a Material Adverse Effect. 5.10 TAXES. Each of the Borrower and its Subsidiaries has filed or caused to be filed all Federal and material other tax returns which, to the knowledge of the Borrower, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (i) the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be or (ii) imposed by any Governmental Authority other than the Federal Government the non-payment of which could not reasonably be expected to give rise to any Material Adverse Effect); no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge other than any such Lien or claim by any Governmental Authority which could not reasonably be expected to have a Material Adverse Effect. 5.11 FEDERAL REGULATIONS. No part of the proceeds of any Loans will be used for "purchasing" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose which violates the provisions of the Regulations of the Board. If requested by any 50 Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. 5.12 ERISA. Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code where the failure to so comply could reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred so as to subject, directly or indirectly, any asset of the Borrower or any Commonly Controlled Entity to any liability, contingent or otherwise, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of the accrued benefit obligations under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefit obligations. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits. 5.13 INVESTMENT COMPANY ACT; OTHER REGULATIONS. The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. The Borrower is not subject to regulation under any Federal or State statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness. 5.14 SUBSIDIARIES. The Subsidiaries listed on Schedule 5.14 hereto constitute all the Subsidiaries of the Borrower on the Closing Date. 5.15 PURPOSE OF LOANS. The proceeds of the Revolving Credit Loans shall be used by the Borrower to finance the continuing working capital requirements and general corporate purposes of the Borrower and its Subsidiaries, including acquisitions permitted pursuant to subsection 8.10 hereof. The proceeds of the Term Loans shall be used by the Borrower (a) to refinance indebtedness under the Existing Credit Agreement and to pay fees and expenses related thereto, (b) to repurchase, redeem or defease the Senior Subordinated Notes and to pay expenses, fees and premiums related thereto and (c) for general corporate purposes of the Borrower and its Subsidiaries, including acquisitions permitted pursuant to subsection 8.10 hereof. 51 5.16 ENVIRONMENTAL MATTERS. Except as disclosed on Schedule 5.16 hereto,(a) the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the "PROPERTIES") do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations (i) which constitute or constituted a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law and (ii) which could reasonably be expected to have a Material Adverse Effect. (b) The Properties and all operations at the Properties are in compliance, and have been in compliance, in all material respects, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the "BUSINESS") which could reasonably be expected to have a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business that could reasonably be expected to have a Material Adverse Effect, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law and that could reasonably be expected to have a Material Adverse Effect, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law and that could reasonably be expected to have a Material Adverse Effect. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business and that could reasonably be expected to have a Material Adverse Effect. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws and that could reasonably be expected to have a Material Adverse Effect. 5.17 NO BURDENSOME RESTRICTIONS. No Requirement of Law or Contractual Obligation of the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect. 52 5.18 NO MATERIAL MISSTATEMENTS. The written information, reports, financial statements, exhibits and schedules furnished by or on behalf of the Borrower and each other Loan Party to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto do not contain, and will not contain as of the Closing Date, any material misstatement of fact and do not, taken as a whole, omit, and will not, taken as a whole, omit as of the Closing Date, to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. 5.19 COLLATERAL. (a) The provisions of each of the Security Agreements, when executed and delivered, will constitute in favor of the Administrative Agent for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in all right, title, and interest of the Borrower and any of the other Loan Parties which is a party to such Security Agreement, as the case may be, in the Collateral described in such Security Agreement. As of the Closing Date, when financing statements have been filed in the offices in the jurisdictions listed in Schedule 3 to the Guarantee and Collateral Agreement, when appropriate filings have been made in the U.S. Patent and Trademark Office and the U.S. Copyright Office, and when such other actions as are described in each of the Security Agreements have been taken in accordance with the Security Agreements, each of the Security Agreements shall constitute a perfected security interest in all right, title and interest of the Borrower or such other Loan Parties, as the case may be, in the Collateral described therein and a perfected first lien on, and security interest in, all right, title and interest of the Borrower or such other Loan Parties, as the case may be, in the Collateral described in each Security Agreement (except, in the case of Collateral, other than Pledged Stock, for Liens which are permitted by subsection 8.3 and whose priority cannot be superseded by the provisions hereof or of any Security Agreement and the filings hereunder or thereunder). (b) From the date 60 days following the Effective Date and thereafter (unless released pursuant to the terms thereof), each of the Mortgages shall be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 5.19(b), each such Mortgage shall constitute a first priority perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person except for Liens permitted under subsection 8.3 and whose priority cannot be superseded by the provisions hereof or of any Security Agreement and the filings hereunder or thereunder. Schedule A lists each parcel of real property in the United States owned in fee simple by the Borrower or any of its Subsidiaries as of the Closing Date, other than the real property located at 10001 N.W. 2nd Street, Oklahoma City, Oklahoma 73127. SECTION 6. CONDITIONS PRECEDENT 6.1 CONDITIONS TO EFFECTIVENESS. This Agreement shall become effective on the date on which the following conditions precedent shall have been satisfied or waived: 53 (a) CREDIT AGREEMENT; GUARANTEE AND COLLATERAL AGREEMENT. the Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower, with a counterpart for each Lender and (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each party thereto, with a counterpart or a conformed copy for each Lender, each conforming to the requirements hereof and executed and delivered by a duly authorized officer of the Borrower. (b) EFFECTIVE DATE CERTIFICATE. The Administrative Agent shall have received, with a counterpart for each Lender, an Effective Date Certificate dated the Effective Date, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer of each Loan Party. (c) CORPORATE PROCEEDINGS OF THE LOAN PARTIES. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of each Loan Party authorizing (i) the execution, delivery and performance of this Agreement and the other Loan Documents delivered on the Effective Date to which it is or will be a party, (ii) the borrowings contemplated hereunder and (iii) the granting by it of the Liens created pursuant to the Security Agreements delivered on the Effective Date to which it is or will be a party, certified by the Secretary or an Assistant Secretary of such Loan Party as of the Effective Date, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. (d) LOAN PARTY INCUMBENCY CERTIFICATES. The Administrative Agent shall have received, with a counterpart for each Lender, a Certificate of each Loan Party, dated the Effective Date, as to the incumbency and signature of the officers of such Loan Party executing any Loan Document delivered on the Effective Date satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party. (e) CORPORATE DOCUMENTS. The Administrative Agent shall have received, with a counterpart for each Lender, true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of each Loan Party to any Loan Document delivered on the Effective Date, certified as of the Effective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the such Loan Party. 6.2 CONDITIONS TO INITIAL EXTENSION OF CREDIT. The agreement of each Lender to make the Extensions of Credit requested to be made by it hereunder, shall become effective on the date on which the following conditions precedent shall have been satisfied or waived: (a) REPAYMENT OF INDEBTEDNESS. The Existing Credit Agreement shall have been terminated and all outstanding indebtedness and other obligations of the Borrower and its Subsidiaries thereunder shall have been paid or refinanced in full with the proceeds of the Facilities, including, without limitation, all interest and fees owing with respect to such 54 indebtedness, and all Liens created thereunder shall be released or the financing statements with respect thereto shall be amended to secure only the Indebtedness hereunder. (b) FINANCIAL STATEMENTS. The Administrative Agent shall have received, with a copy for each Lender, (i) the financial statements referred to in subsection 5.1, (ii) the PRO FORMA balance sheet of the Borrower and its Subsidiaries referred to in subsection 5.1(b), which shall be in form and substance satisfactory to the Lenders and (iii) preliminary financial statements for the period ended December 31, 2001 (excluding the footnote disclosures required by GAAP), prepared based upon the best information available to the Borrower as of the date of delivery thereof and subject to completion of the annual audit and procedures, evidencing (A) Consolidated EBITDA greater than or equal to $85,000,000 prepared using the financial statements referred to in subsection 5.1(b) and clause (iii) above and (B) the Leverage Ratio on the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available (including the financial statements referred to in subsection 5.1(b) and in clause (iii) above and incorporating the PRO FORMA adjustments referred to in Section 5.1(b)) shall be less than or equal to 2.25 to 1.00. (c) ISSUANCE OF COMMON STOCK. The Borrower shall have received at least $33,600,000 in Net Cash Proceeds from the issuance of its common stock on terms and conditions satisfactory to the Arrangers (such issuance, the "OFFERING"). (d) REPURCHASE OF SENIOR SUBORDINATED NOTES. The Borrower's Senior Subordinated Notes shall have been called for redemption pursuant to arrangements satisfactory to the Arrangers. (e) FEES AND EXPENSES. The Lenders, the Administrative Agent and each Arranger shall have received all fees required to be paid pursuant to subsection 4.1 or otherwise, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. (f) LEGAL OPINIONS. The Administrative Agent shall have received, with a counterpart for each Lender, the following executed legal opinions: (i) the executed legal opinion of Gibson, Dunn & Crutcher LLP counsel to the Borrower and the other Loan Parties, substantially in the form of Exhibit B-1; (ii) the executed legal opinion of Joseph Salamunovich, General Counsel to the Borrower and the other Loan Parties, substantially in the form of Exhibit B-2; and (iii) the executed legal opinion of special local counsel of the Borrower, in such jurisdictions as the Administrative Agent shall request, substantially in the form of Exhibit B-3. 55 (g) APPROVALS. All governmental and third party approvals (including landlords' and other consents) necessary or, in the discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect. (h) PROJECTIONS. The Administrative Agent shall have received satisfactory projections of the Borrower (and its Subsidiaries) through the 2008 fiscal year. (i) INSURANCE. The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the requirements of subsection 7.5 hereof shall have been satisfied. (j) CLOSING CERTIFICATE. The Administrative Agent shall have received, with a counterpart for each Lender, a Closing Certificate dated the Closing Date, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer of each Loan Party. (k) ACTIONS TO PERFECT LIENS. The Administrative Agent shall have received in form and substance satisfactory to it each document (including original stock certificates together with undated stock powers executed in blank and financing statements on form UCC-1), necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by the Guarantee and Collateral Agreement, in proper form for filing, registration or recordation. (l) LIEN SEARCHES. The Administrative Agent shall have received the results of a recent search in the jurisdiction of formation of the Borrower and each other Loan Party, with respect to the Borrower and each other Loan Party, of the Uniform Commercial Code filings which may have been filed with respect to the Borrower or any other Loan Party, and such search shall reveal no liens on any of the assets of the Borrower or any Loan Party except for liens permitted by subsection 8.3 or liens to be discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent. (m) SCHEDULES. The Administrative Agent shall have received an updated Schedule 7 to the Guarantee and Collateral Agreement. (n) ACKNOWLEDGEMENT AND CONSENT. The Administrative Agent shall have received from each Foreign Subsidiary which Capital Stock is required to be pledged in accordance with the Guarantee and Collateral Agreement, an acknowledgment and consent (in the form attached to the Guarantee and Collateral Agreement) executed and delivered by a duly authorized officer of such Foreign Subsidiary. (o) ADDITIONAL MATTERS. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or 56 consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 6.3 CONDITIONS TO EACH EXTENSION OF CREDIT. The agreement of each Lender to make any Extension of Credit requested to be made by it on any date (including, without limitation, the initial Extension of Credit) is subject to the satisfaction or waiver of the following conditions precedent: (a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties made by the Borrower and each of its Subsidiaries in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent that such representations and warranties were expressly made only as of a specific date, in which case, such representations and warranties shall have been true as of the specific date). (b) NO DEFAULT. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date. (c) LETTER OF CREDIT APPLICATIONS. With respect to the issuance of any Letter of Credit, the relevant Issuing Lender shall have received an Application, completed to its reasonable satisfaction and duly executed by a Responsible Officer. (d) BORROWING CERTIFICATE. The Administrative Agent shall have received, with a counterpart for each Lender, a borrowing certificate dated the requested Borrowing Date, with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer. Each borrowing by and each issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such Loan or issuance that the conditions contained in this subsection 6.3 have been satisfied. SECTION 7. AFFIRMATIVE COVENANTS The Borrower hereby agrees that, so long as the Commitments remain in effect, any Loan or Letter of Credit remains outstanding and unpaid or any other amount is owing to any Lender or the Administrative Agent hereunder, it shall and (except in the case of delivery of financial information, reports and notices) shall cause each of its Subsidiaries to: 7.1 FINANCIAL STATEMENTS. Furnish to each Lender: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated and consolidating statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young or other independent certified public 57 accountants of nationally recognized standing not unacceptable to the Required Lenders; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments) All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently, in all material respects, throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein and except that the financial statements delivered pursuant to subsection 7.1(b) may not include notes thereto). 7.2 CERTIFICATES; OTHER INFORMATION. Furnish to each Lender: (a) concurrently with the delivery of the financial statements referred to in subsection 7.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statement referred to in subsections 7.1(a) and (b), a certificate of a Responsible Officer ("COMPLIANCE CERTIFICATE") stating that, to the best of such officer's knowledge, during such period (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary has been formed or acquired, the Borrower has complied with the requirements of subsection 7.9 with respect thereto), (ii) neither the Borrower nor any of its Subsidiaries has changed its name, its principal place of business, its chief executive office or the location of any material item of tangible Collateral without either giving prompt written notice of such event to the Administrative Agent or complying with the requirements of this Agreement and the Security Agreements with respect thereto, (iii) the Borrower has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to be observed, performed or satisfied by it other than with respect to those matters which have been cured within the grace periods specified herein or expressly waived by the Lenders or the Required Lenders, as appropriate, and (iv) the Borrower has set forth in reasonable detail any and all calculations necessary to show compliance with all of the financial condition covenants set forth in subsections 8.1, 8.7, 8.8 and 8.9, including, without limitation, calculations and reconciliations, if any, necessary to show compliance with such financial condition covenants on the basis of generally accepted accounting principles in the United States of America consistent with those utilized in preparing the audited financial statements 58 referred to in subsection 5.1, and that such Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (c) not later than 60 days after the end of each fiscal year of the Borrower, a copy of the projections of the operating budget and cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of sound financial planning practice and that such Officer has no reason to believe they are incorrect or misleading in any material respect; (d) as soon as practicable after the same are sent, copies of all financial statements and reports which the Borrower or any of its Subsidiaries sends to its stockholders in their capacities as such, and as soon as practicable after the same are filed, copies of all financial statements and reports which the Borrower or any of its Subsidiaries may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; (e) promptly upon receipt thereof, copies of all final reports submitted to the Borrower or any of its Subsidiaries by independent certified public accountants in connection with each annual, interim or special financial audit of the books of the Borrower or any of its Subsidiaries made by such accountants, including, without limitation, any final comment letter submitted by such accountants to management in connection with their annual audit PROVIDED, in each case, that such final report or letter, as the case may be, concerns an event or events which could reasonably be expected to have a Material Adverse Effect; and (f) promptly, such additional financial and other information as any Lender may from time to time reasonably request. 7.3 PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent in accordance with current business practice, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or any of its Subsidiaries, as the case may be. 7.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue to engage in business of the same general type as now conducted by it and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business except as otherwise permitted pursuant to subsection 8.5; and comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 7.5 MAINTENANCE OF PROPERTY; INSURANCE. Keep (except as permitted by subsection 8.6) all property that is useful and necessary in the then current conduct of its business in good working order and condition (ordinary wear and tear excepted); maintain with financially sound 59 and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Administrative Agent, upon written request, full information as to the insurance carried. 7.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep proper books of records and account in which proper entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of the Administrative Agent and any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired following reasonable notice (including topics for discussion), and to discuss the business, operations, properties and financial and other condition of the Borrower and the its Subsidiaries with officers of the Borrower and its Subsidiaries and with its independent certified public accountants. 7.7 NOTICES. Promptly give notice to the Administrative Agen t and each Lender of: (a) any Responsible Officer becoming aware of the occurrence of any Default or Event of Default; (b) any (i) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, which in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding affecting the Borrower or any of its Subsidiaries in which the amount involved is $3,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought if the granting of such injunctive or other relief could reasonably be expected to have a Material Adverse Effect; (d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence (or the reasonable expectation of the occurrence) of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or any Multiemployer Plan to effect a termination or Reorganization of any Multiemployer Plan or any Single Employer Plan or (iii) the termination or partial termination of any Single Employer Plan by the Borrower or any Commonly Controlled Entity; (e) (i) any release or discharge by the Borrower or any of its Subsidiaries of any Material of Environmental Concern required to be reported under Environmental Laws to any Governmental Authority that could reasonably be expected to result in a material 60 liability; (ii) any condition, circumstance, occurrence or event that could result in a material liability under Environmental Laws or could result in the imposition of any Lien or other restriction on the title, ownership or transferability of any material Property; and (iii) any proposed action to be taken by the Borrower or any of its Subsidiaries that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Law; (f) any development or event which could reasonably be expected to have a Material Adverse Effect; and (g) promptly upon the occurrence thereof, the occurrence of a Change of Control. Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower or such Subsidiary proposes to take with respect thereto. 7.8 ENVIRONMENTAL LAWS. (a) Comply in all material respects with, and make reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and make reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with, and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions lawfully required by Governmental Authorities under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws other than such orders and directives as to which an appeal or other challenge has been timely and properly taken in good faith and the pendency of any and all such appeals and other challenges does not give rise to a Material Adverse Effect. 7.9 ADDITIONAL COLLATERAL. (a) With respect to any assets (or any interest therein) acquired after the Closing Date by the Borrower or any of its Subsidiaries that are intended to be subject to the Lien created by any of the Security Agreements but which are not so subject promptly (and in any event within 60 days after the acquisition thereof) (or with respect to the Capital Stock of MPT Liquidation Corp., an Ontario corporation, promptly upon the Borrower's termination of the liquidation process): (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets (or such interest therein), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements and the recording of leasehold mortgages in such jurisdictions as may be requested by the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the 61 Administrative Agent surveys, title insurance and flood insurance reasonably satisfactory to the Administrative Agent. (b) With respect to any Person that, subsequent to the Closing Date, becomes a domestic Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement, or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement or to a new security agreement in each case pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or such security agreement, to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent an Effective Date Certificate, with appropriate insertions and attachments, executed by a duly authorized officer of such Subsidiary and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any Person that subsequent to the Closing Date becomes a Foreign Subsidiary (other than a Foreign Subsidiary owned by another Foreign Subsidiary), promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a foreign stock pledge agreement, or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on 65% of the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificate or certificates representing 65% of the Capital Stock of such Foreign Subsidiary, together with, if required by such foreign stock pledge agreement, undated stock powers for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (iii) complete such other actions as are necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by such foreign stock pledge agreement and (iv) cause the delivery of the executed legal opinion of special foreign counsel with respect to such foreign stock pledge agreement, in form and substance reasonably satisfactory to the Administrative Agent. 7.10 FURTHER ASSURANCES. Upon the request of the Administrative Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents (including, without limitation, financing statements and continuation statements) for filing under the provisions of the applicable Uniform Commercial Code or any other Requirement of Law which are necessary or advisable to maintain in favor of the 62 Administrative Agent, for the benefit of the Lenders, Liens on the Collateral that are duly perfected in accordance with all applicable Requirements of Law. 7.11 PROPERTY MATTERS. With respect to the real property listed on Schedule A, no later than 60 days following the Effective Date, at its own expense deliver to the Administrative Agent, for the benefit of the Lenders, a Mortgage on such real property and take all actions necessary or, in the opinion of the Administrative Agent, desirable to cause any liens created by any such Mortgage to be duly perfected in accordance with all applicable Requirements of Law. With respect to any other real property acquired by the Borrower or its Subsidiaries after the Closing Date, to the extent reasonably requested by the Administrative Agent, (no later than 60 days following such request) and at the Borrower's own expense (a) deliver to the Administrative Agent, for the benefit of the Lenders, a Mortgage on such real property, (b) take all actions necessary or, in the opinion of the Administrative Agent, desirable to cause any liens created by any such Mortgage to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the recording of such Mortgages in such jurisdictions as may be requested by the Administrative Agent, and (c) confirm that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board. SECTION 8. NEGATIVE COVENANTS The Borrower hereby agrees that, so long as the Revolving Credit Commitments remain in effect, any Loan or Letter of Credit remains outstanding and unpaid or any other amount is owing to any Lender or the Administrative Agent hereunder, it shall not, and (except with respect to subsection 8.1) shall not permit any of its Subsidiaries to, directly or indirectly: 8.1 FINANCIAL CONDITION COVENANTS. (a) TOTAL INDEBTEDNESS TO EBITDA. Permit the Leverage Ratio on the last day of any fiscal quarter of the Borrower to be greater than the ratio set forth below opposite the last day of such fiscal quarter:
Date Ratio ---- ----- March 31, 2002 3.00 to 1.00 June 30, 2002 3.00 to 1.00 September 30, 3002 3.00 to 1.00 December 31, 2002 3.00 to 1.00 March 31, 2003 3.00 to 1.00 June 30, 2003 2.75 to 1.00 September 30, 2003 2.75 to 1.00 December 31, 2003 2.75 to 1.00 March 31, 2004 2.50 to 1.00 June 30, 2004 2.50 to 1.00 September 30, 2004 2.50 to 1.00 December 30, 2004 2.50 to 1.00 March 31, 2005 2.50 to 1.00 June 30, 2005 2.50 to 1.00 September 30, 2005 2.50 to 1.00 December 31, 2005 2.25 to 1.00 63 March 31, 2006 2.25 to 1.00 June 30, 2006 2.25 to 1.00 September 30, 2006 2.25 to 1.00 December 30, 2006 2.25 to 1.00 March 31, 2007 2.25 to 1.00
(b) INTEREST COVERAGE. Permit for any period of four consecutive fiscal quarters ending on any date set forth below the ratio of (A) Consolidated EBITDA of the Borrower for such period to (B) Consolidated Interest Expense of the Borrower for such period to be less than the ratio set forth below opposite the date on which the last of such fiscal quarters ends:
Date Ratio --- ----- March 31, 2002 4.00 to 1.00 June 30, 2002 4.00 to 1.00 September 30, 2002 4.00 to 1.00 December 31, 2002 4.00 to 1.00 March 31, 2003 4.25 to 1.00 June 30, 2003 4.25 to 1.00 September 30, 2003 4.25 to 1.00 December 31, 2003 4.25 to 1.00 March 31, 2004 4.50 to 1.00 June 30, 2004 4.50 to 1.00 September 30, 2004 4.50 to 1.00 December 30, 2004 4.50 to 1.00 March 31, 2005 4.50 to 1.00 June 30, 2005 4.50 to 1.00 September 30, 2005 4.50 to 1.00 December 31, 2005 4.50 to 1.00 March 31, 2006 4.50 to 1.00 June 30, 2006 4.50 to 1.00 September 30, 2006 4.50 to 1.00 December 30, 2006 4.50 to 1.00 March 31, 2007 4.50 to 1.00
(c) MAINTENANCE OF NET WORTH. Permit the Consolidated Net Worth of the Borrower at any time to be less than the sum of $115,000,000 plus 50% of the cumulative sum of Consolidated Net Income for each fiscal quarter (if positive) beginning after the Closing Date and ended at or prior to such time LESS the aggregate writeoff of intangible assets constituting goodwill after the Closing Date to the extent reflected in accordance with GAAP on the financial statements of the Borrower delivered pursuant to Section 7.1 for fiscal periods ending after the Closing Date. 8.2 LIMITATION ON INDEBTEDNESS. Create, incur, assume or suffer to exist any Indebtedness, except: 64 (a) Indebtedness of the Borrower under this Agreement (including any Indebtedness incurred in accordance with subsection 2.7); (b) Indebtedness of (i) the Borrower to any Subsidiary and (ii) any Subsidiary which is a party to the Guarantee and Collateral Agreement to the Borrower; PROVIDED that the Borrower hereby agrees that all such Indebtedness of any such Subsidiary to the Borrower permitted pursuant to clause (ii) above is subordinated to the payment in full of the obligations of such Subsidiary under the Guarantee and Collateral Agreement or another subsidiary guarantee entered into pursuant to the terms of this Agreement to which it is a party, and any payment received by the Borrower in respect thereof while an Event of Default shall have occurred and be continuing shall be held by the Borrower in trust for the Administrative Agent and paid over to the Administrative Agent, for the benefit of the Lenders, in the event of any demand in respect of the Guarantee and Collateral Agreement or such subsidiary guarantee; (c) Indebtedness of the Borrower and any of its Subsidiaries incurred not later than 180 days after the acquisition of fixed or capital assets to finance the acquisition of such fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise), in an initial amount not less than 75%, and not more than 100%, of the original purchase price of such property at the time it was acquired, and any renewals, extensions, refundings or refinancings of such indebtedness in an aggregate amount not to exceed $20,000,000 at any time outstanding; PROVIDED that the terms of such Indebtedness shall not prohibit or limit the ability of any Subsidiary to declare or pay any dividend or make any payment or other distribution (other than a distribution of the assets financed by such Indebtedness), either directly or indirectly, to or for the account of the Borrower or any Subsidiary of the Borrower; (d) Indebtedness outstanding on the date hereof and listed on Schedule 8.2, not to exceed an aggregate outstanding principal amount of $250,000 on the Closing Date, and any renewals, extensions, refundings or refinancings of such Indebtedness, provided the amount thereof is not increased, the maturity of any installment of principal thereof is not shortened and the subordination provisions thereof are not amended or modified except on terms and conditions satisfactory to the Required Lenders; (e) Indebtedness of the Foreign Subsidiaries at any time not exceeding an aggregate principal amount outstanding equivalent at such time to $20,000,000 (U.S. Dollars equivalent); (f) Indebtedness constituting the defined purchase price "earn-out" liabilities under the Asset Purchase Agreement, dated as of July 31, 1997, among Automatic Transmission Shops Inc., C.W. Smith, ATS Remanufacturing, Inc., and the Borrower in an aggregate amount not to exceed $14,600,000; (g) Indebtedness in respect of (i) Hedging Agreements not involving more than $100,000,000 in aggregate notional amount at any one time outstanding or (ii) rate caps, collars or similar agreements in respect of interest or currency rate fluctuations that require payment by the Borrower only of fixed fees determined at or prior to the 65 effectiveness thereof and not termination payments or other payments or liabilities that change in amount based on changes in underlying rates; provided that in each case such Hedging Agreements are entered into for legitimate hedging purposes related to the business of the Borrower and its Subsidiaries and not for speculative purposes; (h) the Senior Subordinated Notes and any Indebtedness of the Borrower outstanding under the Existing Credit Agreement; PROVIDED, that the Senior Subordinated Notes shall be redeemed in accordance with subsection 6.2(d) and all Indebtedness of the Borrower outstanding under the Existing Credit Agreement shall be repaid in full in accordance with subsection 6.2(a). (i) additional Indebtedness of the Borrower in aggregate principal amount outstanding at any time not exceeding $20,000,000. 8.3 LIMITATION ON LIENS. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens for taxes, assessments or other governmental charges not yet overdue or which are being contested in good faith by appropriate proceedings, PROVIDED that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (d) deposits to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) easements, rights-of-way, building, zoning and other similar restrictions, utility agreements, covenants, reservations and encroachments and other similar encumbrances or title defects incurred, or leases or subleases granted to others in the ordinary course of business which, in the aggregate, do not materially detract from the aggregate value of the properties of the Borrower and its Subsidiaries, taken as a whole, or in the aggregate materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole; (f) Liens in existence on the date hereof listed on Schedule 8.3, securing Indebtedness permitted by subsection 8.2(d), PROVIDED that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; 66 (g) Liens securing Indebtedness of the Borrower and its Subsidiaries permitted by subsection 8.2(c) incurred to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created not later than 180 days after the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the principal amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired; (h) Liens on property other than the Collateral (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) $5,000,000 in an aggregate amount at any time outstanding; (i) Liens created pursuant to the Loan Documents; (j) Liens on assets of corporations which become Subsidiaries of the Borrower after the date hereof existing on the date of such acquisition, PROVIDED that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the principal amount of Indebtedness secured thereby is not increased and (iv) such Lien or indebtedness is not created or incurred in connection with or contemplation of such acquisition; (k) Liens on assets of the Foreign Subsidiaries of the Borrower securing Indebtedness permitted by subsection 8.2(e); (l) Liens created by the existing Loan Documents (as defined in the Existing Credit Agreement); PROVIDED, that such Liens shall be released or the financing statements with respect thereto shall be amended to secure only the Indebtedness hereunder in accordance with subsection 6.2(a); and (m) Liens in respect of security interests in inventory and any proceeds thereof, granted in the ordinary course of business for the benefit of any supplier of such inventory bearing the trade or service mark of such supplier, provided such liens do not extend to assets other than parts supplied from time to time by such supplier in the ordinary course of business. 8.4 LIMITATION ON GUARANTEE OBLIGATIONS. Create, incur, assume or suffer to exist any Guarantee Obligation except: (a) Guarantee Obligations in existence on the date hereof not to exceed $200,000 in the aggregate; (b) Guarantee Obligations incurred after the date hereof in an aggregate amount not to exceed $10,000,000 at any one time outstanding; (c) the Guarantee and Collateral Agreement and any other subsidiary guarantee entered into from time to time pursuant to the terms of this Agreement; 67 (d) Guarantee Obligations in respect of Letters of Credit; (e) Guarantee Obligations in respect of letters of credit issued for the account of the Borrower or any of its Subsidiaries in the ordinary course of business in an aggregate face amount not to exceed $10,000,000 at any time. (f) guarantees made by the Borrower or any Subsidiary of Indebtedness of any Subsidiary which is a Guarantor or of the Borrower, which Indebtedness is otherwise permitted under this Agreement; (g) guarantees made in the ordinary course of its business by the Borrower or any Subsidiary of obligations of any Subsidiary which is a Guarantor or of the Borrower, which obligations are otherwise permitted under this Agreement; (h) Guarantee Obligations of the Borrower in existence on October 26, 2000 in respect of the obligations of the Distribution Group under certain real estate and equipment operating leases so long as (i) the Borrower shall continue to be fully indemnified under the Stock Purchase Agreement in respect of any loss or expense which the Borrower may sustain or incur as a consequence of such Guarantee Obligations, (ii) the aggregate Consolidated Lease Expense in connection with such operating leases for any one-month period shall not exceed $500,000 and (iii) the aggregate maximum amount of such Guarantee Obligations during the periods set forth below shall not exceed the amount set forth opposite each such period:
PERIOD AMOUNT ------ ------ December 31, 2001-December 30, 2002 $6,500,000 December 31, 2002-December 30, 2003 $4,500,000 December 31, 2003-December 30, 2004 $3,500,000 December 31, 2004-December 30, 2005 $2,500,000 December 31, 2005-December 30, 2006 $1,500,000 December 31, 2006-December 30, 2007 $500,000
(i) Guarantee Obligations of the Borrower in respect of the Indebtedness of the Foreign Subsidiaries permitted by subsection 8.2(e); and (j) Guarantee Obligations in respect of the Senior Subordinated Notes, PROVIDED that such Guarantee Obligations are subordinated and junior in all respects to the obligations of the Loan Parties under the Loan Documents 68 8.5 LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its lines of business, except that (i) any Subsidiary of the Borrower may be merged or consolidated with or into, or may sell, lease, transfer or otherwise dispose of any of its assets to, the Borrower (PROVIDED that the Borrower shall be the continuing, surviving, or acquiring corporation) or with, into or to any one or more wholly-owned Subsidiaries of the Borrower which is a Guarantor (PROVIDED that the wholly-owned Subsidiary or Subsidiaries, which is a Guarantor, shall be the continuing, surviving or acquiring corporation) and (ii) any Subsidiary of the Borrower formed solely for the purpose of effecting an acquisition of assets permitted hereunder may be merged or consolidated with any other Person (PROVIDED that the continuing or surviving corporation of such merger or consolidation shall be a Subsidiary of the Borrower). 8.6 LIMITATION ON SALE OF ASSETS. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person other than the Borrower or any wholly owned Subsidiary, except: (a) the sale or other disposition of obsolete or worn out property in the ordinary course of business; (b) the sale or other disposition of any property (other than inventory or obsolete or worn out property in the ordinary course of business) in the ordinary course of business; PROVIDED that the aggregate consideration received in any fiscal year shall not exceed 20% of the Consolidated EBITDA of the Borrower for such fiscal year; (c) the sale or return of inventory in the ordinary course of business; (d) the sublease of real or personal property on commercially reasonable terms to the extent that the Borrower determines that such property is no longer necessary in the conduct of the business of the Borrower and its Subsidiaries; (e) as permitted by subsection 8.5(i); (f) the nonexclusive license to customers of Intellectual Property in the ordinary course of business; and (g) the transfer to customers of Intellectual Property in the ordinary course of business. 8.7 LIMITATION ON LEASES. Permit Consolidated Lease Expense for any fiscal year of the Borrower to exceed an amount equal to $21,000,000 for the fiscal year ending December 31, 2002, $25,000,000 for the fiscal year ending December 31, 2003 and $30,000,000 for each fiscal year thereafter. 69 8.8 LIMITATION ON DIVIDENDS. (a) Declare or pay any dividend (other than dividends payable solely in common stock of the Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of the Borrower or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary (such declarations, payments, setting apart, purchases, redemptions, defeasance, retirements, acquisitions and distributions being herein called "RESTRICTED PAYMENTS"); PROVIDED THAT so long as no Default or Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may (i) make Restricted Payments in any fiscal year not to exceed $5,000,000 in the aggregate, (ii) make Restricted Payments not to exceed $3,000,000 in the aggregate in any fiscal year or $6,000,000 in the aggregate on a cumulative basis after the Closing Date to permit the Borrower to repurchase shares of its common stock or rights, options or units thereof and (iii) make Restricted Payments consisting of Specified Preferred Stock. (b) Permit the terms of any Contractual Obligation of any Subsidiary to prohibit or limit the ability of any Subsidiary to declare or pay any dividend or make any payment or other distribution, either directly or indirectly, to or for the account of the Borrower or any other wholly-owned Subsidiary of the Borrower provided that this subsection 8.8(b) shall not apply to (i) purchase money obligations or Financing Leases (or refinancings thereof that impose no more restrictive restrictions ) for property acquired in the ordinary course of business that impose restrictions solely on the property so acquired, (ii) restrictions with respect to a Subsidiary imposed pursuant to a binding agreement which has been entered into for the sale or disposition (including by merger or consolidation) of all or substantially all of the Capital Stock or assets of such Subsidiary, provided that such restrictions apply solely to such Capital Stock or asset of such Subsidiary and such sale or disposition is otherwise permitted pursuant to this Agreement and (iii) restrictions arising by reason of customary non-assignment or no-subletting clauses in leases or other contracts entered into in the ordinary course of business. 8.9 LIMITATION ON CAPITAL EXPENDITURES. Make any expenditure in respect of the purchase or other acquisition of fixed or capital assets (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations, any expenditure from the proceeds of casualty insurance used to repair or replace the assets affected by such casualty loss and any expenditure from the proceeds of an Asset Sale as permitted by subsection 4.5(b)) except for expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and its Subsidiaries (i) during any of the fiscal years of the Borrower set forth below, the amount set forth opposite such fiscal year below:
FISCAL YEAR AMOUNT ----------- ------ 2002 $30,000,000 2003 $35,000,000 2004 $40,000,000 2005 $40,000,000 2006 $40,000,000 2007 $40,000,000
70 PROVIDED, that in the event that the amount set forth above for any fiscal year set forth (before giving effect to any carry-over amount pursuant to this proviso) above exceeds the actual amount of all capital expenditures for such fiscal year determined in accordance with GAAP, the entire amount of such excess may be carried over for expenditure in that portion of the fiscal year immediately following such fiscal year which follows delivery of the financial statements delivered pursuant to subsection 7.1(a) with respect to such fiscal year. 8.10 LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any Person, except: (a) extensions of trade credit in the ordinary course of business; (b) investments in Cash Equivalents; (c) loans or advances to officers or employees to pay relocation costs of such officers or employees in connection with their employment by the Borrower or any of its Subsidiaries; (d) any notes, securities or other instruments received as consideration for any sale of assets permitted hereunder in an aggregate amount not to exceed $1,000,000 in any fiscal year of the Borrower; (e) any notes, securities or other instruments received as part of the settlement of litigation or in satisfaction of extensions of credit to any Person otherwise permitted hereunder pursuant to the reorganization, bankruptcy or liquidation of such Person; (f) (i) investments by the Borrower in its Subsidiaries which are parties to the Guarantee and Collateral Agreement and the Capital Stock of which is pledged to the Administrative Agent to secure the Borrower's obligations hereunder and under the other Loan Documents, (ii) investments by Subsidiaries of the Borrower which are not parties to the Guarantee and Collateral Agreement in other Subsidiaries of the Borrower, (iii) investments by Subsidiaries of the Borrower which are parties to the Guarantee and Collateral Agreement in the Borrower and in other Subsidiaries of the Borrower which are parties to the Guarantee and Collateral Agreement and (iv) investments by the Borrower or Subsidiaries of the Borrower which are parties to the Guarantee and Collateral Agreement in Foreign Subsidiaries in an aggregate amount not to exceed $20,000,000 at any time outstanding (determined on a cumulative basis from and after the Closing Date, but giving effect to reductions of amounts outstanding by the amount of capital in respect thereof returned in cash to the Borrower or the applicable Subsidiary from time to time); PROVIDED that no such investments shall be permitted in connection with an acquisition not otherwise permitted under subsection 8.10(i); (g) payroll advances in the ordinary course of business; 71 (h) travel and entertainment advances and other loans to officers and employees, PROVIDED that the aggregate principal amount of all such loans and advances outstanding at any one time shall not exceed $1,000,000; (i) acquisitions by the Borrower and its Subsidiaries, of assets or Capital Stock of one or more corporations or other Persons so long as (i) each such acquisition and all transactions related thereto shall be consummated in accordance with applicable Requirements of Law; (ii) each such acquisition, in the case of an acquisition of Capital Stock, shall result in such corporation or Person becoming a Subsidiary; (iii) after giving effect to any such acquisition, no Default or Event of Default shall have occurred and be continuing; (iv) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that the requirements of subsection 8.1 would be satisfied on a pro forma basis as at the end of the most recently ended fiscal quarter of the Borrower with respect to which financial statements have been delivered pursuant to subsection 7.1 if each such acquisition (including the Indebtedness incurred in connection therewith) had occurred on the first day of the four fiscal quarter period ended with such most recently ended fiscal quarter; and (v) the aggregate amount at any time outstanding of Revolving Credit Loans the proceeds of which are used to finance acquisitions shall not exceed $15,000,000; (j) investments existing on the Closing Date and set forth on Schedule 8.10; and (k) investments not permitted by the foregoing clauses of this subsection 8.10 by the Borrower or its Subsidiaries in a Person or Persons in an aggregate amount not to exceed $20,000,000 outstanding at any time. 8.11 LIMITATION ON TRANSACTIONS WITH AFFILIATES. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate (other than leases of property from Affiliates existing on the date hereof and employment agreements, directors' fee arrangements, indemnification of directors, officers and employees and loans to employees permitted hereunder in the ordinary course of business) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of the Borrower's or such Subsidiary's business and (c) upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm's length transaction with a Person which is not an Affiliate; PROVIDED that notwithstanding the foregoing, such prohibited transactions with Affiliates shall not include (a) payments of reasonable and customary directors' fees and indemnities of directors, officers and employees (b) payments to Aurora under any management services agreement as in effect on the Closing Date, (c) transfers of inventory among the Loan Parties in the ordinary course of business and (d) loans or advances to officers or employees of the Borrower or any of its Subsidiaries to pay business related travel expenses or reasonable relocation costs of such officers or employees or for other customary business purposes in connection with their employment by the Borrower or any of its Subsidiaries. 8.12 LIMITATION ON SALES AND LEASEBACKS. Enter into any arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of real or personal property which has been or is to be sold or transferred by the Borrower or such Subsidiary to such Person 72 or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary; PROVIDED that, notwithstanding the foregoing, (a) the Borrower or any of its Subsidiaries may enter into arrangements in the ordinary course of business pursuant to which it purchases equipment or similar property and, within 180 days of such purchase, conveys such property to another Person, for cash consideration at least equal to the consideration paid by it in such purchase, and concurrently enters into a lease of such property from such Person, in each case so long as such transactions (including, without limitation, the amount of any such lease) are permitted by the other applicable provisions of this Agreement and no Default or Event of Default exists or would result therefrom and (b) the Borrower or any of its Subsidiaries may convey the real property located at 10001 N.W. 2nd Street, Oklahoma City, Oklahoma 73127 to another Person, for cash consideration at least equal to the fair market value at the time of such conveyance as determined by the Borrower in its reasonable good faith judgment, and concurrently enter into a lease of such property from such Person, in each case so long as such transaction (including, without limitation, the amount of any such lease) is permitted by the other applicable provisions of this Agreement and no Default or Event of Default exists or would result therefrom. 8.13 LIMITATION ON CHANGES IN FISCAL YEAR. Permit the fiscal year of the Borrower to end on a day other than December 31. 8.14 LIMITATION ON NEGATIVE PLEDGE CLAUSES. Enter into with any Person any agreement, other than (a) this Agreement and (b) any purchase money mortgages or Financing Leases permitted by this Agreement (in which cases, any prohibition or limitation shall only be effective against the assets financed thereby), which prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired other than any Lien granted under this Agreement or to secure purchase money mortgages of Financing Leases. 8.15 LIMITATION ON LINES OF BUSINESS; CREATION OF SUBSIDIARIES. (a) Enter into any business, either directly or through any Subsidiary, except for businesses which are of the same general type, and reasonably related to, those in which the Borrower and its Subsidiaries are engaged on the date of this Agreement. (b) Create any new Subsidiaries of the Borrower other than any Subsidiaries that shall execute and become party to the Guarantee and Collateral Agreement. SECTION 9. EVENTS OF DEFAULT If any of the following events shall occur and be continuing: (a) The Borrower shall fail to pay any principal of any Loan when due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any Reimbursement Obligation within two days after such amount becomes due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder, within five days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or 73 (b) Any representation or warranty made or deemed made by the Borrower or any other Loan Party herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or (c) The Borrower or any other Loan Party shall default in the observance or performance of any agreement contained in subsection 7.7(a), 7.11 or Section 8 of this Agreement; or (d) The Borrower or any other Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after the earlier of the date of written notice by the Administrative Agent or date on which an officer of the Borrower obtains knowledge of such default; or (e) The Borrower or any of its Subsidiaries shall (i) default in any payment of principal of or interest of any Indebtedness or in the payment of any Guarantee Obligation, in either case in an outstanding principal amount in excess of $3,000,000, beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, in each case beyond the cure or grace period applicable thereto (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created, the effect of which default or other event or condition (and such passage of the cure or grace period, if applicable) is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or Administrative Agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable; or (f) (i) The Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains 74 undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) (i) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or (h) One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate a liability (to the extent not paid or covered by insurance) of $3,000,000 or more at any one time, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (i) (i) Any material provision of the Security Agreements shall cease, for any reason, to be in full force and effect, or the Borrower or any other Loan Party which is a party to any of the Security Agreements shall so assert or (ii) the Lien created by any of the Security Agreements shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (j) Any guarantee under the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Guarantor shall so assert, except in the event of a merger of Subsidiaries permitted hereunder if the surviving or continuing Subsidiary is a Guarantor or the Borrower; (k) A Change of Control shall occur; 75 then, and in any such event, (A) if such event is an Event of Default specified in paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders and the L/C Participants, a security interest in such cash collateral to secure all obligations of the Borrower under this Agreement and the other Loan Documents. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower. The Borrower shall execute and deliver to the Administrative Agent, for the account of the Issuing Lenders and the L/C Participants, such further documents and instruments as the Administrative Agent may request to evidence the creation and perfection of the within security interest in such cash collateral account. Except as expressly provided above in this Section 9, presentment, demand, protest and all other notices of any kind are hereby expressly waived to the fullest extent permitted by applicable law. SECTION 10. THE AGENTS 10.1 APPOINTMENT. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any 76 provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. 10.2 DELEGATION OF DUTIES. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any Administrative Agents or attorneys-in-fact selected by it with reasonable care. 10.3 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any of its officers, directors, employees, Administrative Agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. 10.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. 77 10.5 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; PROVIDED that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 10.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, Administrative Agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, Administrative Agents, attorneys-in-fact or Affiliates. 10.7 INDEMNIFICATION. The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this subsection (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their Commitment Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, 78 any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; PROVIDED that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the Administrative Agent's gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of all amounts payable hereunder. 10.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not the Administrative Agent hereunder and under the other Loan Documents. With respect to its Loans made or renewed by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall include the Administrative Agent in its individual capacity. 10.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, subject to the approval by the Borrower (which approval shall not be unreasonably withheld), whereupon such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor Administrative Agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. 10.10 SYNDICATION AGENT. The Syndication Agent shall not have any duties or responsibilities hereunder in its capacity as such. SECTION 11. MISCELLANEOUS 11.1 AMENDMENTS AND WAIVERS. Neither this Agreement or any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this subsection. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Borrower or any of its Subsidiaries hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any 79 Default or Event of Default and its consequences; PROVIDED, HOWEVER, that no such waiver and no such amendment, supplement or modification shall (i) reduce the amount or extend the scheduled date of maturity of any Loan or Reimbursement Obligation or of any installment thereof, or reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender's Commitments, in each case without the consent of each affected Lender, or (ii) amend, modify or waive any provision of this subsection or reduce the percentage specified in the definition of Required Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents or release all or substantially all of the Collateral, or release all or substantially all of the guarantors from the guarantees, in each case without the written consent of all the Lenders, or (iii) amend, modify or waive any provision of Section 10 without the written consent of the then Administrative Agent or (iv) amend, modify or waive any provision of Section 3 without the written consent of the then Issuing Lenders; (v) amend, modify or waive any provision of subsection 4.11 without the written consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; or (vi) reduce the amount of Net Cash Proceeds or Excess Cash Flow required to be applied to prepay Loans under this Agreement without the written consent of the Majority Facility Lenders with respect to each Facility; or (vii) amend, modify or waive any provision of subsection 2.6 without the written consent of the Swingline Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders and the Administrative Agent. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under any other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. 11.2 NOTICES. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three days after being deposited in the mail, postage prepaid, return receipt requested or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrower and the Administrative Agent, and as set forth in Schedule 1.1 in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto: The Borrower: Aftermarket Technology Corp. One Oak Hill Center--Suite 400 Westmont, Illinois 60559 Attention: Chief Financial Officer Telecopy: 630-455-0630 with a copy to: Gibson, Dunn & Crutcher LLP 333 South Grand Street, 47th Floor Los Angeles, California 90071 Attention: Bruce D. Meyer Telecopy: 213-229-7520 80 The Administrative Agent: JPMorgan Chase Bank 270 Park Avenue New York, New York 10017 Attention: Julie Long Telecopy: 212-270-5127 with a copy to: JPMorgan Chase Bank One Chase Manhattan Plaza 8th Floor Administrative Agent Bank Service Group New York, New York 10081 Attention: Janet Belden Telecopy: 212-552-5658 The Issuing Bank As set forth in such Issuing Lender's Issuing Lender Agreement

PROVIDED that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to subsection 2.2, 2.3, 2.5, 4.4, 4.5 or 4.6 shall not be effective until received. 11.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 11.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder. 11.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Arranger for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent in connection with the foregoing, (b) to pay or reimburse each Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent in connection with the foregoing, (c) to 81 pay, indemnify, and hold each Lender, each Arranger and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, each Arranger and the Administrative Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), PROVIDED, that the Borrower shall have no obligation hereunder to the Administrative Agent or any Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of the Administrative Agent or any such Lender or (ii) legal proceedings commenced against the Administrative Agent or any such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this subsection 11.5 shall survive repayment of all other amounts payable hereunder. 11.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its business or investment activities and in accordance with applicable law, at any time sell (with the consent of the Borrower, which shall not be unreasonably withheld or delayed) to one or more banks or other entities ("PARTICIPANTS") participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents. No Lender shall be entitled to create in favor of any Participant, in the participation agreement pursuant to which such Participant's participating interest shall be created or otherwise, any right to vote on, consent to or approve any matter relating to this Agreement or any other Loan Document except for those matters specified in clauses (i) and (ii) of the proviso to subsection 11.1. The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an 82 Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, PROVIDED that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in subsection 11.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of subsections 4.13, 4.14 and 4.15 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; PROVIDED that, in the case of subsection 4.14, such Participant shall have complied with the requirements of said subsection and PROVIDED, FURTHER that no Participant shall be entitled to receive any greater amount pursuant to any such subsection than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. (c) Any Lender may, in the ordinary course of its business or investment activities and in accordance with applicable law, at any time and from time to time assign to any Lender or any Lender Affiliate or, with the consent of the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent (which in each case shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other Person (an "ASSIGNEE") all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit D, executed by such Assignee and such assigning Lender (and, in the case of an Assignee that is not then a Lender or a branch or an affiliate thereof, by the Borrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; PROVIDED that, unless otherwise agreed by the Borrower and the Administrative Agent, (i) no such assignment to an Assignee (other than any Lender or any Lender Affiliate) shall be in an aggregate principal amount of less than $5,000,000 (or, in the case of the Tranche B Term Facility and the Tranche C Term Facility, $1,000,000) and (ii) after giving effect to such assignment, the assigning Lender shall have a Revolving Credit Commitment and Tranche A Term Commitment, as applicable, in an aggregate principal amount of not less than $5,000,000 each (or, in the case of the Tranche B Term Commitment and the Tranche C Term Commitment, $1,000,000), in the case of clauses (i) and (ii), except in the case of an assignment of all of a Lender's interests under this Agreement. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if any. Any such assignment need not be ratable as among the Facilities; PROVIDED, that each assignment of Tranche B Term Loans shall be made PRO RATA between the Tranche B-1 Term Loans and the Tranche B-2 Term Loans of the Assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but shall nonetheless continue 83 to be entitled to the benefits of subsections 4.13, 4.14, 4.15 and 11.5). Notwithstanding any provision of this paragraph (c) and paragraph (e) of this subsection, the consent of the Borrower shall not be required for any assignment which occurs at any time when any of the Events of Default described in subsection 9(f) shall have occurred and be continuing. (d) The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to in subsection 11.2 a copy of each Assignment and Acceptance delivered to it and a register (the "REGISTER") for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the designated Assignee. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Administrative Agent) together with payment to the Administrative Agent of a registration and processing fee of $3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Borrower. No assignment shall be effective unless it has been recorded in the Register as provided in this subsection 11.6(e). (f) Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential or that the Administrative Agent or such Lender reasonably should know is confidential; PROVIDED that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any Lender Affiliate, PROVIDED that each Lender Affiliate shall be bound by the provisions of this subsection as if it were a Lender hereunder, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Hedge Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, so long as the Administrative Agent or such Lender informs the employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, as applicable, of the confidential nature of the information, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed (other than any public disclosure in violation of this subsection 11.6(f)), (h) to the National Association of 84 Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this subsection 11.6 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law. (h) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (g) above. 11.7 ADJUSTMENTS; SET-OFF. (a) If any Lender (a "BENEFITTED LENDER") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in subsection 9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. 11.8 COUNTERPARTS. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 85 11.9 SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 11.10 INTEGRATION. This Agreement and the other Loan Documents represent the agreement of the Borrower, any Guarantor, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. Each of the parties hereto agrees that, with the consent of the Administrative Agent, names of Lenders on the signature pages hereto may be added, and the information regarding the Commitments of Lenders set forth on Schedule 1.1 may be changed, without affecting the validity of the signature for any party hereto, and such new Lender shall be a Lender hereunder and Schedule 1.1 shall be replaced with a new Schedule 1.1 reflecting such changes, PROVIDED that the aggregate amount of the Commitments set forth in Schedule 1.1 hereto may not be changed. 11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 11.12 SUBMISSION TO JURISDICTION; WAIVERS. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in subsection 11.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 86 (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages. 11.13 ACKNOWLEDGEMENTS. The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of creditor and debtor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders. 11.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 11.15 RELEASES OF GUARANTEES AND LIENS. (a) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Hedge Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any collateral from the Liens created by the Security Documents or guarantee obligations under the Security Documents to the extent necessary to permit consummation of any transaction permitted by any Loan Document or that has been consented to in accordance with Section 11.1 [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY; SIGNATURE PAGE TO FOLLOW.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. AFTERMARKET TECHNOLOGY CORP. By: /s/ Barry C. Kohn ---------------------------------------- Name: Barry C. Kohn Title: Chief Financial Officer JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ Robert Anastasio ---------------------------------------- Name: Robert Anastasio Title: Vice President CREDIT SUISSE FIRST BOSTON, as Syndication Agent By: /s/ Mark Gleason ---------------------------------------- Name: Mark Gleason Title: Director By: /s/ James H. Lee ---------------------------------------- Name: James H. Lee Title: Associate CREDIT SUISSE FIRST BOSTON, CAYMAN ISLAND BRANCH, as a Lender By: /s/ Mark Gleason ---------------------------------------- Name: Mark Gleason Title: Director By: /s/ James H. Lee ---------------------------------------- Name: James H. Lee Title: Associate First Union National Bank as a Lender By: /s/ Frederick E. Blumer ---------------------------------------- Name: Frederick E. Blumer Title: Vice President The Bank of Nova Scotia as a Lender By: /s/ M. D. Smith ---------------------------------------- Name: M. D. Smith Title: Agent Operations BNP Paribas as a Lender By: /s/ Duane Helkowski ---------------------------------------- Name: Duane Helkowski Title: Director By: /s/ Shayn March ---------------------------------------- Name: Shayn March Title: Vice President The Dai-Ichi Kangyo Bank, LTD. as a Lender By: /s/ John Thierfelder ---------------------------------------- Name: John Thierfelder Title: Vice President Bank of America, N.A., as a Lender By: /s/ Jackie Tatakis ---------------------------------------- Name: Jackie Tatakis Title: Senior Vice President MORGAN STANLEY SENIOR FUNDING, INC. as a Lender By: /s/ John B. McCann ---------------------------------------- Name: John B. McCann Title: Vice President NATEXIS BANQUES POPULAIRES as a Lender By: /s/ Frank H. Madden, Jr ---------------------------------------- Name: FRANK H. MADDEN, JR Title: Vice President & Group Manager By: /s/ Joseph A. Miller ---------------------------------------- Name: JOSEPH A. MILLER Title: Associate SCHEDULE 1.1 Commitments and Addresses of Lenders
- ------------------------------------------------------------------------------------------------------------------------ Revolving Tranche A Tranche B-1 Tranche B-2 Tranche B Credit Term Term Term Term Lender Commitment Commitment Commitment Commitment Commitment - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
EX-10.2 6 a2069245zex-10_2.txt GUARANTEE AND COLLATERAL AGREEMENT EXHIBIT 10.2 =============================================================================== EXECUTION COPY GUARANTEE AND COLLATERAL AGREEMENT made by AFTERMARKET TECHNOLOGY CORP. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, as Administrative Agent Dated as of February 8, 2002 =============================================================================== TABLE OF CONTENTS Page ---- SECTION 1. DEFINED TERMS......................................................1 1.1. Definitions........................................................1 1.2. Other Definitional Provisions......................................5 SECTION 2. GUARANTEE..........................................................5 2.1. Guarantee..........................................................5 2.2. Right of Contribution..............................................6 2.3. No Subrogation.....................................................6 2.4. Amendments, etc. with respect to the Borrower Obligations..........7 2.5. Guarantee Absolute and Unconditional...............................7 2.6. Reinstatement......................................................8 2.7. Payments...........................................................8 SECTION 3. GRANT OF SECURITY INTEREST.........................................8 SECTION 4. REPRESENTATIONS AND WARRANTIES.....................................9 4.1. Representations in Credit Agreement................................9 4.2. Title; No Other Liens.............................................10 4.3. Perfected First Priority Liens....................................10 4.4. Jurisdiction of Organization; Chief Executive Office..............10 4.5. Inventory and Equipment...........................................10 4.6. Farm Products.....................................................10 4.7. Investment Property...............................................11 4.8. Receivables.......................................................11 4.9. Intellectual Property.............................................11 SECTION 5. COVENANTS.........................................................12 i 5.1. Covenants in Credit Agreement.....................................12 5.2. Delivery of Instruments, Certificated Securities and Chattel Paper.............................................................12 5.3. Maintenance of Insurance..........................................12 5.4. Payment of Obligations............................................13 5.5. Maintenance of Perfected Security Interest; Further Documentation.13 5.6. Changes in Locations, Name, etc...................................13 5.7. Notices...........................................................14 5.8. Investment Property...............................................14 5.9. Receivables.......................................................15 5.10. Intellectual Property.............................................15 SECTION 6. REMEDIAL PROVISIONS...............................................17 6.1. Certain Matters Relating to Receivables...........................17 6.2. Communications with Obligors; Grantors Remain Liable..............17 6.3. Pledged Stock.....................................................18 6.4. Proceeds to be Turned Over To Agent...............................19 6.5. Application of Proceeds...........................................19 6.6. Code and Other Remedies...........................................19 6.7. Registration Rights...............................................20 6.8. Deficiency........................................................21 SECTION 7. THE ADMINISTRATIVE AGENT..........................................21 7.1. Agent's Appointment as Attorney-in-Fact, etc......................21 7.2. Duty of the Administrative Agent..................................23 7.3. Execution of Financing Statements.................................23 7.4. Authority of the Administrative Agent.............................24 SECTION 8. MISCELLANEOUS.....................................................24 ii 8.1. Amendments in Writing.............................................24 8.2. Notices...........................................................24 8.3. No Waiver by Course of Conduct; Cumulative Remedies..............24 8.4. Enforcement Expenses; Indemnification............................24 8.5. Successors and Assigns...........................................25 8.6. Set-Off..........................................................25 8.7. Counterparts.....................................................25 8.8. Severability.....................................................26 8.9. Section Headings.................................................26 8.10. Integration......................................................26 8.11. GOVERNING LAW....................................................26 8.12. Submission To Jurisdiction; Waivers..............................26 8.13. Acknowledgements.................................................27 8.14. WAIVER OF JURY TRIAL.............................................27 8.15. Additional Grantors..............................................27 8.16. Releases.........................................................27 SCHEDULES Schedule 1 Notice Addresses Schedule 2 Investment Property Schedule 3 Perfection Matters Schedule 4 Jurisdictions of Organization and Chief Executive Offices Schedule 5 Inventory and Equipment Locations Schedule 6 Intellectual Property Schedule 7 Existing Lien iii GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 8, 2002, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "GRANTORS"), in favor of JPMorgan Chase Bank, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") for the banks and other financial institutions (the "LENDERS") from time to time parties to the Credit Agreement, dated as of February 8, 2002 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among Aftermarket Technology Corp. (the "BORROWER"), the Lenders, Credit Suisse First Boston, as Syndication Agent, and the Administrative Agent. W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor; WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses; WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders; NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows: 2 DEFINED TERMS Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Documents, Equipment, Farm Products, Instruments, Inventory, Letter of Credit Rights and Supporting Obligations. The following terms shall have the following meanings: "AGREEMENT": this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "BORROWER OBLIGATIONS": the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedge Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). "COLLATERAL": as defined in Section 3. "COLLATERAL ACCOUNT": any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4. "COPYRIGHTS": (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in SCHEDULE 6), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof. "COPYRIGHT LICENSES": any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in SCHEDULE 6), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright. 3 "FOREIGN SUBSIDIARY": any Subsidiary organized under the laws of any jurisdiction outside the United States of America. "FOREIGN SUBSIDIARY VOTING STOCK": the voting Capital Stock of any Foreign Subsidiary. "GENERAL INTANGIBLES": all "general intangibles" as such term is defined in Section 9-102(a)(42) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, including, without limitation, with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder, in each case to the extent the grant by such Grantor of a security interest pursuant to this Agreement in its right, title and interest in such contract, agreement, instrument or indenture is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto, would not give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, or is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto (it being understood that the foregoing shall not be deemed to obligate such Grantor to obtain such consents); PROVIDED, that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture. "GUARANTOR OBLIGATIONS": with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, under Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document). "GUARANTORS": the collective reference to each Grantor other than the Borrower. "INDENTURES": the 12% Senior Subordinate Note Indenture, dated as of June 1, 1995, of the Borrower, as issuer, and the 12% Senior Subordinate Note Indenture, dated as of August 2, 1994, of the Borrower, as issuer. "INTELLECTUAL PROPERTY": the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, 4 the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. "INTERCOMPANY NOTE": any promissory note evidencing loans made by any Grantor to the Borrower or any of its Subsidiaries. "INVESTMENT PROPERTY": the collective reference to (a) all "investment property" as such term is defined in Section 9-102(a)(49) of the New York UCC (other than (i) any Foreign Subsidiary Voting Stock excluded from the definition of "Pledged Stock" and (ii) any Capital Stock of MPT Liquidation Corp., to the extent excluded from the definition of "Pledged Stock") and (b) whether or not constituting "investment property" as so defined, all Pledged Notes and all Pledged Stock. "ISSUERS": the collective reference to each issuer of any Investment Property. "LENDER HEDGE AGREEMENTS": all Hedge Agreements entered into by the Borrower with any Lender (or any Affiliate of any Lender). "MPT LIQUIDATION CORP.": MPT Liquidation Corp., an Ontario corporation. "NEW YORK UCC": the Uniform Commercial Code as from time to time in effect in the State of New York. "OBLIGATIONS": (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations. The Obligations hereunder are expressly designated Senior Debt (as such term is defined in the Indentures) and made senior in right of payment to the respective Notes or Guarantees (as defined in the Indentures) made by the Grantors. "PATENTS": (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in SCHEDULE 6, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in SCHEDULE 6, and (iii) all rights to obtain any reissues or extensions of the foregoing. "PATENT LICENSE": all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in SCHEDULE 6. "PLEDGED NOTES": all promissory notes listed on SCHEDULE 2, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). 5 "PLEDGED STOCK": the shares of Capital Stock listed on SCHEDULE 2, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; PROVIDED that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder; PROVIDED, FURTHER, that so long as the Borrower has not terminated the liquidation proceedings with respect to MPT Liquidation Corp., the Capital Stock of MPT Liquidation Corp. shall not be required to be pledged hereunder. "PROCEEDS": all "proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto. "RECEIVABLE": any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account). "SECURITIES ACT": the Securities Act of 1933, as amended. "TRADEMARKS": (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, domain names, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in SCHEDULE 6, and (ii) the right to obtain all renewals thereof. "TRADEMARK LICENSE": any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in SCHEDULE 6. 6 Other Definitional Provisions. (b) The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the relevant part thereof. GUARANTEE Guarantee. (c) Each of the Guarantors effective on the Closing Date hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability 7 of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder. No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent, with the consent of the Required Lenders, may determine. Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. 8 Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a 9 receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars at the office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017. GRANT OF SECURITY INTEREST Each Grantor effective on the Closing Date hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations,: all Accounts; all Chattel Paper; all Documents; all Equipment; all General Intangibles; all Instruments; all Intellectual Property; all Inventory; all Investment Property; all Letter of Credit Rights; all other property not otherwise described above; all books and records pertaining to the Collateral; and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; PROVIDED, HOWEVER, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirements of Law of a 10 Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law. REPRESENTATIONS AND WARRANTIES To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that: Representations in Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Section 5 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, PROVIDED that each reference in each such representation and warranty to the Borrower's knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor's knowledge. Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a "Lien" on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto. Perfected First Priority Liens. The security interests granted pursuant to this Agreement upon completion of the filings and other actions specified on SCHEDULE 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral (PROVIDED that, with respect to the Foreign Subsidiary Voting Stock of any Foreign Subsidiary pledged hereunder, the security interest therein may not 11 constitute a valid perfected security interest under laws other than those of the United States) in favor of the Administrative Agent, for the ratable benefit of the Lenders as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) Liens described on SCHEDULE 7. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor's jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor's chief executive office or sole place of business or principal residence, as the case may be, are specified on SCHEDULE 4. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the date hereof. Inventory and Equipment. On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on SCHEDULE 5. Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products. Investment Property. (d) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, 65% of all the issued and outstanding Foreign Subsidiary Voting Stock of each Issuer owned by such Grantor. All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement. Receivables. (e) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. None of the obligors on any Receivables is a Governmental Authority. The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate. 12 Intellectual Property. (f) SCHEDULE 6 lists all Intellectual Property that is registered or subject to a pending application for registration and is owned by such Grantor in its own name on the date hereof. On the date hereof, all material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person. Except as set forth in SCHEDULE 6, on the date hereof, none of the Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor's rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor's ownership interest therein, or (ii) which, if adversely determined, would have a material adverse effect on the value of any Intellectual Property. COVENANTS Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated: Covenants in Credit Agreement. In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries. Delivery of Instruments, Certificated Securities and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. Maintenance of Insurance. (g) Such Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Inventory and Equipment against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the Administrative Agent and (ii) to the extent requested by the Administrative Agent, insuring such Grantor, the Administrative Agent and the Lenders against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and 13 amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Lenders. All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or loss payee, (iii) if reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent. The Borrower shall deliver to the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such insurance substantially concurrently with each delivery of the Borrower's audited annual financial statements and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request. Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. Maintenance of Perfected Security Interest; Further Documentation. (h) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to 14 obtain "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto. Changes in Locations, Name, etc. (a) Such Grantor will not, except upon 15 days' prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein: change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 4.4; or change its name. (b) Such Grantor may permit any of the Inventory or Equipment to be kept at a location other than those listed on SCHEDULE 5, so long as such Grantor, as promptly as practicable, provides written notice to the Administrative Agent and delivers to the Administrative Agent (i) all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein and (ii) a written supplement to SCHEDULE 5 showing any additional location at which Inventory or Equipment shall be kept. Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of: any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and of the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby. Investment Property. (i) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations, PROVIDED that such Grantor shall not be required to deliver any certificates, options or rights in excess of 65% of the Foreign Subsidiary Voting Stock of any Foreign Subsidiary. Any sums paid upon or in respect of the Investment Property upon the liquidation or 15 dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Without the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.8(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Investment Property issued by it. Receivables. (j) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof. Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. Intellectual Property. (k) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain 16 such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. Such Grantor (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. Such Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person. Such Grantor will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor's ownership of, or the validity of, any material Intellectual Property or such Grantor's right to register the same or to own and maintain the same. Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent's and the Lenders' security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political 17 subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution. REMEDIAL PROVISIONS Certain Matters Relating to Receivables. (l) The Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, upon the Administrative Agent's request, at any time after the occurrence and during the continuance of an Event of Default and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. The Administrative Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Administrative Agent's direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. At the Administrative Agent's request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. Communications with Obligors; Grantors Remain Liable. (m) The Administrative Agent in its own name or in the name of others may at any time communicate with obligors under the 18 Receivables to verify with them to the Administrative Agent's satisfaction the existence, amount and terms of any Receivables, PROVIDED that the Administrative Agent will not make communications in its own name unless an Event of Default has occurred and is continuing. Upon the written request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables and the Contracts have been assigned to the Administrative Agent for the ratable benefit of the Lenders and that payments in respect thereof shall be made directly to the Administrative Agent. Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Receivable (or any agreement giving rise thereto), by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. Pledged Stock. (n) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; PROVIDED, HOWEVER, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. If an Event of Default shall occur and be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the 19 absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent. Proceeds to be Turned Over To Agent. In addition to the rights of the Administrative Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, all Proceeds received by any Grantor consisting of cash, checks and Cash Equivalents shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.5. Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Obligations in such order as the Administrative Agent, with the consent of the Required Lenders, may elect, and any part of such funds which the Administrative Agent, with the consent of the Required Lenders, elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to the Borrower or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit 20 shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent, with the consent of the Required Lenders, may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Registration Rights. (o) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to 21 register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. THE ADMINISTRATIVE AGENT Agent's Appointment as Attorney-in-Fact, etc. (p) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and 22 authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent's and the Lenders' security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; execute, in connection with any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the 23 Administrative Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's and the Lenders' security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. Duty of the Administrative Agent. The Administrative Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent's and the Lenders' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent reasonably determines 24 appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description "all personal property" in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof. Authority of the Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. MISCELLANEOUS Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with subsection 11.1 of the Credit Agreement. Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in subsection 11.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on SCHEDULE 1. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. Enforcement Expenses; Indemnification. (q) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of 25 counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the extent the Borrower would be required to do so pursuant to subsection 11.5 of the Credit Agreement. Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to subsection 11.5 of the Credit Agreement. The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent. Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to subsection 9(a) of the Credit Agreement shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, PROVIDED that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have. 26 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents. 1.2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally: submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non?exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 27 waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. Acknowledgements. Each Grantor hereby acknowledges that: it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to subsection 7.9 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. Releases. (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Lender Hedge Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit 28 Agreement; PROVIDED that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. 29 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. AFTERMARKET TECHNOLOGY CORP. By: /s/ Joseph Salamunovich ----------------------------------- Name: Joseph Salamunovich Title: Vice President and Secretary AARON'S AUTOMOTIVE PRODUCTS, INC. ACI ELECTRONICS HOLDING CORP. ACI ELECTRONICS INVESTMENT CORP. ATC INFORMATION SERVICES, INC. ATS REMANUFACTURING, INC. AUTOCRAFT INDUSTRIES, INC. AUTOCRAFT REMANUFACTURING CORP. COMPONENT REMANUFACTURING SPECIALISTS, INC. By: /s/ Joseph Salamunovich ------------------------------------- Name: Joseph Salamunovich Title: Vice President and Secretary ATC ELECTRONICS & LOGISTICS, L.P. By: ACI ELECTRONICS HOLDING CORP., its General Partner By: /s/ Joseph Salamunovich ------------------------------------- Name: Joseph Salamunovich Title: Vice President and Secretary Schedule 1 ---------- NOTICE ADDRESSES OF GUARANTORS ------------------------------ Schedule 2 ---------- INVESTMENT PROPERTY ------------------- DESCRIPTION OF PLEDGED STOCK DESCRIPTION OF PLEDGED NOTES Schedule 3 ---------- FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS -------------------------------------- Uniform Commercial Code Filings ------------------------------- United States Patent and Trademark Office Filings ------------------------------------------------- United States Copyright Office Filings -------------------------------------- Actions with respect to Pledged Stock ------------------------------------- Other Actions ------------- Schedule 4 ---------- LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE ------------------------------------------------------------------- Schedule 5 ---------- LOCATION OF INVENTORY AND EQUIPMENT ----------------------------------- Schedule 6 ---------- INTELLECTUAL PROPERTY --------------------- COPYRIGHTS AND COPYRIGHT LICENSES PATENTS AND PATENT LICENSES TRADEMARKS AND TRADEMARK LICENSES Schedule 7 ---------- EXISTING PRIOR LIENS -------------------- ACKNOWLEDGEMENT AND CONSENT The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement, dated as of February 8, 2002 (the "AGREEMENT"), made by the Grantors parties thereto for the benefit of JPMorgan Chase Bank, as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows: 1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned. 2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.8(a) of the Agreement. 3. The terms of Sections 6.3(a) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(a) or 6.7 of the Agreement. [NAME OF ISSUER] By ------------------------------------- Title ------------------------------------- Address for Notices: ---------------------------------------- ---------------------------------------- Fax: ------------------------------------ Annex 1 to Guarantee and Collateral Agreement ---------------------------------- ASSUMPTION AGREEMENT, dated as of ________________, 200_, made by ______________________________, a ______________ corporation (the "ADDITIONAL GRANTOR"), in favor of JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the banks and other financial institutions (the "LENDERS") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. W I T N E S S E T H : - - - - - - - - - - - WHEREAS, Aftermarket Technology Corp. (the "BORROWER"), the Lenders, Credit Suisse First Boston, as Syndication Agent, and the Administrative Agent have entered into a Credit Agreement, dated as of February 8, 2002 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"); WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of February 8, 2002 (as amended, supplemented or otherwise modified from time to time, the "GUARANTEE AND COLLATERAL AGREEMENT") in favor of the Administrative Agent for the benefit of the Lenders; WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; NOW, THEREFORE, IT IS AGREED: 1. GUARANTEE AND COLLATERAL AGREEMENT. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [____________] to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN CCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 6 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GRANTOR] By: ------------------------------------- Name: Title: EX-10.3 7 a2069245zex-10_3.txt EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of January 28, 2002 by and between Michael T. DuBose, an individual ("Executive"), and Aftermarket Technology Corp., a Delaware corporation (the "Company" or "ATC"). 1. EMPLOYMENT BY THE COMPANY AND TERM. (a) FULL TIME AND BEST EFFORTS. Subject to the terms set forth herein, the Company agrees to employ Executive as the Chairman, President and Chief Executive Officer of the Company and Executive hereby accepts such employment. In addition, Executive shall serve as (i) President and Chief Executive Officer of ACI Electronics Investment Corp. and (ii) Chief Executive Officer of each of Aaron's Automotive Products, Inc., ACI Electronics Holding Corp., ATC Information Services, Inc., ATS Remanufacturing, Inc., Autocraft Industries, Inc., Autocraft Remanufacturing Corp., Component Remanufacturing Specialists, Inc. and other subsidiaries expected to result from future acquisitions. During the term of his employment with the Company, Executive shall devote his full time, best efforts and attention to the performance of his duties hereunder and to the business and affairs of the Company, and will not engage in any other employment or business activities for any direct or indirect remuneration that would be directly harmful or detrimental to, or that may compete with, the business and affairs of the Company, or that would interfere with his duties hereunder. (b) DUTIES. Executive shall serve in an executive capacity and shall perform such duties as are customarily associated with his then current title, consistent with the Bylaws of the Company and as required by the Company's Board of Directors (the "Board"). Executive agrees to devote his entire professional time, energies and skills to his employment hereunder while so employed (reasonable vacations and absences because of illness excepted). (c) COMPANY POLICIES. The employment relationship between the parties shall be governed by the general employment policies and practices of the Company, including but not limited to those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company's general employment policies or practices, this Agreement shall control. (d) TERM. The initial term of employment of Executive under this Agreement shall begin as of the date hereof and end on January 28, 2004, subject to the provisions for termination set forth in Section 5 below and renewal as provided in Section 1(e) below. (e) RENEWAL. Unless the Company shall have given Executive notice that this Agreement shall not be renewed at least 90 days prior to the end of the initial term, the term of this Agreement shall be automatically extended for a period of one year, such procedure to be followed in each such successive period. Each extended term shall continue to be subject to the provisions for termination set forth herein. 2. COMPENSATION AND BENEFITS. (a) SALARY. Executive shall receive for services to be rendered hereunder an annual base salary (the "Base Salary") initially equal to Five Hundred Thousand and Fifty Dollars ($550,000) payable on a monthly basis, subject to standard withholdings for taxes and social security and the like. Executive's annual Base Salary will be reviewed annually by the Board and adjusted when deemed appropriate by the Board to adequately reflect the scope and success of the Company's operations. (b) PARTICIPATION IN BENEFIT PLANS. During the term hereof, Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health and accident, disability or similar plan or program of the Company now existing or established hereafter to the extent that he is eligible under the general provisions thereof. The Company may, in its sole discretion and from time to time, establish additional senior management benefit programs as it deems appropriate. (c) VACATION. Executive shall be entitled to a period of annual vacation time equal to that provided to senior managers by the Company's policies and procedures regarding vacation, but in any event not less than four weeks per year. The days selected for Executive's vacation must be mutually agreeable to the Company and Executive. (d) 401(K) PLAN. To the extent legally permitted and subject to all eligibility requirements, Executive shall be entitled to place a portion of his Base Salary into a 401(K) or other qualified deferred tax annuity plan of the Company or, if the Company does not have such a plan, of any such plan of any of the Company's subsidiaries, as may be designated by Executive. (e) DISABILITY INSURANCE. To the extent that Executive's disability insurance coverage in effect immediately prior to the date hereof may be continued after the date hereof, the Company shall pay the premiums for such insurance to the extent that the annual coverage provided thereby does not exceed the Base Salary. (f) AUTOMOBILE ALLOWANCE. Executive shall be entitled to a monthly automobile allowance of One Thousand Two Hundred Dollars ($1,200.00). (g) RELOCATION EXPENSES. Executive shall recover all benefits to which he is entitled under the Company's relocation policy and will be entitled to the following additional benefits (to the extent such benefits are not provided by the Company's relocation policy): (i) reimbursement of actual travel and temporary living expenses (grossed up to cover standard withholdings for tax and social security purposes) to cover associated costs relating to temporary living expenses in the Chicago, Illinois area; and (ii) the reimbursement of actual costs incurred in transporting household goods to the Chicago, Illinois area and expenses incidental to the purchase of a new residence in the Chicago, Illinois area. (h) EQUITY PLAN. Executive will be eligible to participate in the Senior Management Equity Plan if and when established by the Company. 3. OPTION AND BONUS PLANS. (a) PARTICIPATION. During the term hereof, Executive shall be entitled to participate in any stock option plan and any bonus or incentive plan of the Company currently made available by the Company to executive employees of the Company or which may be made available in the future to executive employees of the Company, subject to and on a basis consistent with the terms, conditions and administration of any such plan; PROVIDED, HOWEVER, that Executive's annual cash bonus will be as provided in Section 3(b) below. Executive understands that any such plan may be modified or eliminated in the Company's discretion in accordance with applicable law. (b) ANNUAL CASH BONUS. For all annual periods, Executive shall receive such cash bonus as the Board shall determine in its sole discretion based upon the performance of the Company and its subsidiaries, PROVIDED that the annual cash bonus target for Executive shall not exceed 75% of the Base Salary for such year. Such bonuses may be paid at the end of the year in which such bonus is earned. 4. REASONABLE BUSINESS EXPENSES AND SUPPORT. Executive shall be reimbursed for documented and reasonable business expenses in connection with the performance of his duties hereunder. Executive shall be furnished reasonable office space, assistance and facilities. 5. TERMINATION OF EMPLOYMENT. The date on which Executive's employment by the Company ceases, under any of the following circumstances, shall be defined herein as the "Termination Date." All capitalized terms used in this Section 5 without definition will have the meanings set forth in Section 5(f). (a) TERMINATION FOR CAUSE. (i) TERMINATION; PAYMENT OF ACCRUED SALARY AND VACATION. The Board may terminate Executive's employment with the Company at any time for Cause (as defined below), immediately upon notice to Executive of the circumstances leading to such termination for Cause. In the event that Executive's employment is terminated for Cause, Executive shall receive (x) payment for all accrued salary through the Termination Date, which in this event shall be the date upon which notice of termination is given, and (y) the Earned Benefits. The Company shall have no obligation to make any payment in lieu of notice. (ii) DEFINITION OF CAUSE. "CAUSE" means the occurrence or existence of any of the following with respect to Executive, as determined by a majority of the disinterested directors of the Board; (a) unsatisfactory performance (other than unsatisfactory performance resulting from Executive's incapacity due to physical or mental illness that would qualify Executive for disability benefits under the Company's short-term or long-term disability plans) of Executive's duties or responsibilities as determined by the Board, PROVIDED that the Company has given Executive written notice specifying the unsatisfactory performance of his duties and responsibilities, which remains uncorrected by Executive after the lapse of 30 days following the receipt of the written notice; (b) a material breach by Executive of any of his material obligations hereunder which remains uncured after the lapse of 30 days following the date that the Company has given Executive written notice thereof; (c) a material breach by Executive of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its Affiliates which has not been approved by a majority of the disinterested directors of the Board or of the terms of his employment, if in any such case such material breach remains uncured after the lapse of 30 days following the date that the Company has given Executive written notice thereof; (d) the repeated unsatisfactory performance or material breach by Executive of any obligation or duty referred to in clause (a), (b) or (c) above as to which at least one written notice has been given pursuant to such clause (a), (b) or (c); (e) any act of willful dishonesty, misappropriation, embezzlement, intentional fraud or similar conduct involving the Company or any of its Affiliates; (f) the conviction or the plea of NOLO CONTENDERE or the equivalent in respect of a felony involving moral turpitude; (g) the repeated non-prescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance which, in the reasonable determination of the Board, in any case described in this clause (g), renders Executive unfit to serve in his capacity as an officer or employee of the Company or its Affiliates; or (h) gross negligence or willful misconduct in the performance of his duties hereunder, which conduct is materially injurious to the Company, or a willful and material breach of this Agreement. (b) VOLUNTARY TERMINATION. Executive may voluntarily terminate his employment with the Company at any time upon 90 days prior written notice. Within ten days after the Termination Date, Executive shall receive payment for all accrued salary through the Termination Date and the Earned Benefits. (c) OTHER TERMINATION. Executive's employment shall be terminated if (i) the Company terminates Executive's employment without Cause at any time upon 30 days' prior written notice, (ii) the Company terminates Executive's employment due to his disability, (iii) the Company elects not to renew this Agreement pursuant to Section 1(e), (y) Executive dies or (iv) Executive resigns for Good Reason. If Executive's employment is terminated pursuant to this Section 5(c), within ten days after the Termination Date Executive (or his estate) shall receive payment for all accrued salary through the Termination Date and the Earned Benefits. In addition (x) Through the tenth anniversary of the Termination Date the Company will offer continued medical-related insurance coverage to Executive at the levels and at the rates applicable from time to time to comparable active employees of the Company. Medical-related insurance coverage includes health, dental and/or vision. Notwithstanding the above, coverage under the Company's group medical plan shall cease on the date (A) Executive fails to pay the required premium, if any, reasonably on time, (B) Executive becomes eligible for comparable coverage under Medicare or the group health plan of any other employer, or (C) the Company terminates its group medical plan as to all its employees. If Executive dies prior to the tenth anniversary of the Termination Date, the foregoing benefit will terminate but the Company will reimburse Executive's surviving spouse for premium expenses incurred, at the rates applicable from time to time charged to comparable active employees of the Company, if Executive's spouse obtains COBRA continuation coverage for applicable medical-related insurance. Executive's spouse will be entitled to such reimbursement for 36 months or until the tenth anniversary of the Termination Date, whichever is sooner. If the Company terminates its group medical plan as to all its employees, the Company will reimburse Executive for the costs of maintaining comparable coverage for the required period. (y) The Company shall pay Executive (or his estate if he dies after the Termination Date) as severance an amount equal to (A) 200% of Executive's annual base salary as in effect immediately prior to the Termination Date plus (B) 200% of Executive's target bonus under the IC Plan for the Termination Year, plus (C) the Prorated Bonus if the Termination Date occurs other than within 18 months after a Change in Control or (D) the Pro Forma Bonus if the Termination Date occurs within 18 months after a Change in Control. (1) If the Termination Date occurs other than within 18 months after a Change in Control, the severance called for by this Section 5(c)(y) shall be paid in equal installments on each of the Company's regular payroll dates during the 24-month period commencing on the first such payroll date following the Termination Date and the Prorated Bonus will be paid if and when the Company generally pays bonuses under the IC Plan to its other employees with respect to the Termination Year. (2) If the Termination Date occurs within 18 months after a Change in Control, the severance called for by this Section 5(c)(y) shall be paid within ten days after the Termination Date. (z) The Company will pay up to $25,000 of the cost of an executive level individualized career transition program through a professional outplacement firm selected by the Company if such program is initiated within 30 days after the Termination Date. As a condition to receiving the payments and benefits provided by this Section 5(c) (other than payment for all accrued salary through the Termination Date and the Earned Benefits, which shall be payable in any case), Executive shall execute and deliver to the Company on the Termination Date a general release in the form attached hereto as Exhibit A. (d) NO OTHER PAYMENTS OR BENEFITS. Except as otherwise expressly provided in this Agreement, (i) after the Termination Date Executive will not be entitled to any payments from the Company and (ii) on the Termination Date Executive's participation in and coverage under the Company's benefit programs (including the ATC Retirement Savings Plan (I.E., the 401(k) plan) and the Company's group life and disability insurance plans) shall cease; PROVIDED that Executive shall retain any right to convert to individual coverage as permitted under these insurance plans and to any vested benefits under the 401(k) plan and the Company's stock option plans. (e) Withholding. Any amounts payable under this Section 5 shall be subject to standard withholdings for taxes and social security and the like. (f) DEFINITIONS. (i) "CHANGE IN CONTROL" means the first to occur of the following: (A) any sale or transfer or other conveyance, whether director or indirect, of all or substantially all of the assets of the Company, on a consolidated basis, in one transaction or a series of related transactions, unless, immediately after giving effect to such transaction, at least 85% of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable, of the transferee is "beneficially owned" by persons who, immediately prior to the transaction, beneficially owned 100% of the total voting power normally entitled to vote in the election of directors of the Company; (B) any Person or Group other than an Excluded Person is or becomes the "beneficial owner," directly or indirectly, of more than 35% of the total voting power in the aggregate of all classes of capital stock of the Company then outstanding normally entitled to vote in elections of directors, unless the percentage so owned by an Excluded Person is greater; (C) during any period of 12 consecutive months, individuals who at the beginning of such 12-month period constituted the Company's Board of Directors (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Company's Board of Directors then in office; or (D) a reorganization, merger or consolidation of the Company the consummation of which results in the outstanding securities of any class of the Company's capital stock being exchanged for or converted into cash, property and/or a different kind of securities, unless, immediately after giving effect to such transaction, at least 85% of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable, of the entity surviving or resulting from such reorganization, merger or consolidation is "beneficially owned" by persons who, immediately prior to the transaction, beneficially owned 100% of the total voting power normally entitled to vote in the election of directors of the Company. (ii) "EARNED BENEFITS" means any (x) bonus that is payable to Executive under the IC Plan with respect to the calendar year preceding the Termination Year but that has not been paid prior to the Termination Date, (y) vacation time that has accrued as of the Termination Date, and (z) other entitlements to cash payments that have accrued as of the Termination Date. (iii) "EXCLUDED PERSON" has the meaning set forth in that certain Indenture dated as of August 2, 1994 by and among the Company, the Guarantors named therein and American Bank National Association. (iv) "GOOD REASON" means the occurrence of any of the following events that remains uncured 15 days after Executive shall have given the Company written notice thereof: (x) a reduction (which is not consented to by Executive) in Executive's base salary, (y) a material reduction in the aggregate level of Executive's employee benefits (other than stock-based compensation), or (z) a material and adverse change in Executive's duties or responsibilities. (v) "IC PLAN" means the Company's annual incentive compensation plan or similar plan instituted in place of the incentive compensation plan. (vi) "PERSON" AND "GROUP" have the meanings used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, whether or not such sections apply to the transaction in question. (vii) "PRO FORMA BONUS" means (A) the greater of (x) Executive's bonus under the IC Plan for the Termination Year based on the Company's projected performance for the Termination Year, such projection to be determined by annualizing the performance for those months of the Termination Year that are completed prior to the Termination Date, or (y) Executive's target bonus under the IC Plan for the Termination Year multiplied by (B) a fraction (x) the numerator of which is the number of days that have elapsed in the Termination Year through the Termination Date and (y) the denominator of which is 365. (viii) "PRORATED BONUS" means the bonus, if any, that would have been payable to Executive under the IC Plan with respect to the Termination Year multiplied by a fraction (A) the numerator of which is the number of days that have elapsed in the Termination Year through the Termination Date and (B) the denominator of which is 365. (ix) "TERMINATION YEAR" means the calendar year in which the Termination Date occurs. (g) RELOCATION UPON TERMINATION OF EMPLOYMENT. Upon termination of Executive's employment pursuant to Section 5 (c), Executive shall recover all benefits to which he is entitled under the Company's relocation policy and will be entitled to the following additional benefits (to the extent such benefits are not provided by the Company's relocation policy): (i) reimbursement of actual travel and temporary living expenses for a period not to exceed three months (grossed up to cover standard withholdings for tax and social security purposes) to cover associated costs relating to temporary living expenses in the Williams, Oregon area; and (ii) the reimbursement of actual costs incurred in transporting household goods to the Williams, Oregon area and expenses incidental to the sale of Executive's residence in the Chicago, Illinois area. (h) SECTIONS 280G AND 4999 OF THE INTERNAL REVENUE CODE. In the event Executive is, as the result of the operation of this Agreement, the recipient of an excess parachute payment, the Company will pay to Executive an additional gross-up payment in order to put Executive in the same after-tax position that Executive would have been in had no excise tax been imposed. 6. PROPRIETARY INFORMATION OBLIGATIONS. During the term of employment under this Agreement, Executive will have access to and become acquainted with the Company's confidential and proprietary information, including but not limited to information or plans regarding the Company's customer relationships, personnel, or sales, marketing, and financial operations and methods; trade secrets; formulas; devices; secret inventions; processes; and other compilations of information, records, and specifications (collectively "Proprietary Information"). Executive shall not disclose any of the Company's Proprietary Information directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his employment for the Company or as authorized in writing by the Company. All files, records, documents, computer-recorded information, drawings, specifications, equipment and similar items relating to the business of the Company, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company under any circumstances whatsoever without the prior written consent of the Company, except when (and only for the period) necessary to carry out Executive's duties hereunder, and if removed shall be immediately returned to the Company upon any termination of his employment and no copies thereof shall be kept by Executive; PROVIDED, HOWEVER, that Executive shall be entitled to retain documents reasonably related to his interest as a shareholder and any documents that were personally owned or acquired. 7. NONINTERFERENCE. Executive agrees that during his employment and, if this Agreement is terminated pursuant to Section 5, for a period of 12 months after the Termination Date, he will not, without the prior consent of the Company, interfere with the business of the Company by directly or indirectly soliciting, attempting to solicit, inducing, assisting or otherwise causing any employee of the Company to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any other employer. The foregoing will not apply with respect to any employee (a) who responds to a general public solicitation or advertisement or (b) whose employment with the Company is terminated by the Company. 8. NONCOMPETITION. Executive agrees that during his employment and, if this Agreement is terminated pursuant to Section 5(a), 5(b) or 5(c), for a period of 24 months after the Termination Date, he will not, without the prior consent of the Company, directly or indirectly, have an interest in, be employed by, be connected with, or have an interest in, as an employee, consultant, officer, director, partner, stockholder or joint venturer, in any person or entity owning, managing, controlling, operating or otherwise participating or assisting in any business which is similar to or in competition with the business of the Company as it existed during the term of this Agreement in any state in which the Company was conducting business on or before the Termination Date and continues to do so thereafter; PROVIDED, HOWEVER, that the foregoing shall not prevent Executive from being a stockholder of less than 1% of the issued and outstanding securities of any class of a corporation listed on a national securities exchange or designated as national market system securities on an interdealer quotation system by the National Association of Securities Dealers, Inc. 9. MISCELLANEOUS. (a) NOTICES. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by telecopy or telex) or the third day after mailing by first class mail to the recipient at the address indicated below: To the Company: Aftermarket Technology Corp. 1 Oak Hill Center, Suite 400 Westmont, Illinois 60559 Attn: Joseph Salamunovich Telecopier: (630) 455-2621 With a copy to: Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 Attention: Bruce D. Meyer, Esq. Telecopier: (213) 229-7520 To Executive: Michael T. DuBose 2220 Kincaid Road Williams, Oregon 97544 Telecopier: (541) 846-0103 With a copy to: Porter Wright 41 So. High Street Columbus, Ohio 43215 Attention: Dan Costello, Esq. Telecopier: (614) 227-2100 or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party. (b) SEVERABILITY. If any term or provision (or any portion thereof) of this Agreement is determined by a court to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions (or other portions thereof) of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or provision (or any portion thereof) is invalid, illegal or incapable of being enforced, this Agreement shall be deemed to be modified so as to effect the original intent of the parties as closely as possible to the end that the transactions contemplated hereby and the terms and provisions hereof are fulfilled to the greatest extent possible. (c) ENTIRE AGREEMENT. This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral. (d) COUNTERPARTS. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement. (e) SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors and assigns, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the prior written consent of the Company. (f) AMENDMENTS. No amendments or other modifications to this Agreement may be made except by a writing signed by both parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement. (g) CHOICE OF LAW. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the internal law, and not the law of conflicts, of the State of Delaware. (h) INTERPRETATION. In interpreting this Agreement, all terms shall be construed in accordance with their fair meaning and not strictly against any party as the drafter hereof. 10. ARBITRATION. (a) Any disputes or claims arising out of or concerning Executive's employment or termination by the Company, whether arising under theories of liability or damages based upon contract, tort or statute, shall be determined exclusively by arbitration before a single arbitrator in accordance with the employment arbitration rules of the American Arbitration Association ("AAA"), except as modified by this Agreement. The arbitrator's decision shall be final and binding on both parties. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In recognition of the fact that resolution of any disputes or claims in the courts is rarely timely or cost effective for either party, the Company and Executive enter this mutual agreement to arbitrate in order to gain the benefits of a speedy, impartial and cost-effective dispute resolution procedure. (b) Any arbitration shall be held in Executive's place of employment with the Company. The arbitrator shall be an attorney with substantial experience in employment matters, selected by the parties alternately striking names from a list of five such persons provided by the AAA office located nearest to the place of employment, following a request by the party seeking arbitration for a list of five such attorneys with substantial professional experience in employment matters. If either party fails to strike names from the list, the arbitrator shall be selected from the list by the other party. (c) Each party shall have the right to take the deposition of one individual and any expert witness designated by the other party. Each party shall also have the right to propound requests for production of documents to any party and the right to subpoena documents and witnesses for the arbitration. Additional discovery may be made only where the arbitrator selected so orders upon a showing of substantial need. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator will have authority in his or her discretion to grant injunctive relief, award specific performance and impose sanctions upon any party to any such arbitration. (d) The Company and Executive agree that they will attempt, and they intend that they and the arbitrator should use their best efforts in that attempt, to conclude the arbitration proceeding and have a final decision from the arbitrator within 120 days from the date of selection of the arbitrator; PROVIDED, HOWEVER, that the arbitrator shall be entitled to extend such 120-day period for a total of two 120-day periods. The arbitrator shall immediately deliver a written award with respect to the dispute to each of the parties, who shall promptly act in accordance therewith. (e) The Company and Executive shall each pay half of the fees and expenses of the arbitrator. Each party shall pay its own attorney fees and costs including, without limitation, fees and costs of any experts. However, attorney fees and costs incurred by the party that prevails in any such arbitration commenced pursuant to this Section 10 or any judicial action or proceeding seeking to enforce the agreement to arbitrate disputes as set forth in this Section 10 or seeking to enforce any order or award of any arbitration commenced pursuant to this Section 10 may be assessed against the party or parties that do not prevail in such arbitration in such manner as the arbitrator or the court in such judicial action, as the case may be, may determine to be appropriate under the circumstances. If any party prevails on a statutory claim that entitles the prevailing party to a reasonable attorney fees (with or without expert fees) as part of the costs, the arbitrator may award reasonable attorney fees (with or without expert fees) to the prevailing party in accord with such statute. Any controversy over whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this paragraph with respect to such arbitration shall be determined by the arbitrator. (f) In a contractual claim under this Agreement, the arbitrator shall have no authority to add, delete or modify any term of this Agreement. IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date it is last executed below by either party. /s/ Michael T. Dubose ------------------------------------ MICHAEL T. DUBOSE AFTERMARKET TECHNOLOGY CORP. By: /s/ Joseph Salamunovich ------------------------------------ Joseph Salamunovich, Vice President EX-23.1 8 a2069245zex-23_1.htm (800) 688 - 1933 Prepared by MERRILL CORPORATION
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the captions "Summary Consolidated Financial Data," "Selected Consolidated Financial Data" and "Experts" and to the use of our report dated February 22, 2001, in the Registration Statement (Form S-3) and related prospectus of Aftermarket Technology Corp. for the registration of 6,900,000 shares of its common stock. We also consent to the incorporation by reference therein of our report dated February 22, 2001, with respect to the consolidated financial statements and financial statement schedule of Aftermarket Technology Corp. for the years ended December 31, 2000, 1999 and 1998 including the Annual Report (Form 10-K) for 2000 filed with the Securities and Exchange Commission.

Ernst & Young LLP

February 11, 2002

QuickLinks

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Auditors
GRAPHIC 10 g1037720.jpg G1037720.JPG begin 644 g1037720.jpg M_]C_X``02D9)1@`!`0$`P@#"``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#:N$X.S`.$.-A;OVCDG_`,Q%4IJ'Y0^H)REM62'&MK/U M7%CMG??Q[H^!H#9O-55MNU/<-,6JRW&T3`S+:G\4\"%I[-64J3U!_P"N-:Z7 M36^I[T5?.%^N#Z59)R:`W%V>;2[5KR`$H*8 MUU:3E^&I7'^\CVD_B.OB9Q6A5NN$RTSV9T"0Y'E,*"VW6S@I-;1;,-K\/5[; M5JNRFXM\`P/JHDXZI\%>*?AX`"TZ4I0"E*4`I2E`*4I0"E*4`I2E`*4I0"E* M4`I2E`*4KIE2F(45V5*>0RPT@K<<6K"4I'$DGPH#B9-C6^&[+F/ML1V4E;CK MB@E*4CF236N6T3;M-N;CMLTHXN)!XI5-QNO._P!WV$^?K>[E4MK@N M%!<<9L3*OZIKU2^1]=?\AT]]132FD;OK*\(MUIC]HOFXZK@AI/M*/0?B>F:` MPI+C[I)*G'%JZ\2HG\S5CZ7V(:LU$EN1)81:H:^/:3,A9'DV.]\<5>^@]D]A MT4TW([-,Z[`95,>3ZI_\-/U!Y\_.I]0%/6?Y.VF882JYS9UP<',!090?L&3_ M`)JEC&R/0<=&XC3D50\7%+6?B55-:4!$'=EFAWFPA>F8``&.X@I/Q!!K!7'8 M3HN6OM(;$RVN@[R5Q)*NZ>A`5O?A5F4H#$Z?@W6VP?1+I>6I2@%*4H!2E*`4I2@%*4H!2E*`4I2@%*4H!2E*`5KMM[V@ MJD2CI"VNX89(5/6D^NOF&_<.!/G@=*N?76IF](Z/N%X44EUIO=82?K.JX('Q MXGR!K2>3(>F2G9,AQ3KSJRMQQ1R5*)R2?MH#*Z5TQ<-7ZACV>W(!>=.5+5ZK M:!ZRU>0_'@.M;C:0TA;-%V)JV6UO@.\\\H=]Y?52C_+H.%178WH5.D=*(ERV M@+K<4I=?*AQ;1S0W]@XGS/E5DT`I2NB9-CV^*N3*>2TR@94M1X"NI-O1'&TE MJSOI42NB7TJ(?2 M18_8F?=#]:?218_8F?=#]:=PRO9OY#O='KHE]*B'TD6/V)GW0_6GTD6/V)GW M0_6G<,KV;^0[W1ZZ)?2HA])%C]B9]T/UK,6/44+4"'U0TO`,D!7:(W>?AQ\J M\68E]<=Z<&D>H9%4WNQDFS+TI2JY,*4I0"E*4`I2E`*4I0"E*4`I2E`:]_*0 MOZE2;3IYM?<2DS'D@\R`0@)(^.:LWY-EI2F%>[PI'>6XW%;5X`#>4/ M\R?A0%\TI0G%`?#SK;#*W75I0V@%2E*.``.IJG-6:H5?YVXTO=@LG^J3GUC[ M9_EX"I-J77R67W8-L99?"3NN/.C>03U`'7WU&/Z8W/\`W-O_`,(FOH-F85M? MII0U?EJ]/LS'SLF%GHU+AY\"/;R?:'QH"#R(/VU(?Z8W/_.X6$+7]H`P/C52_,G0M;% M%?[/_DGJQXVO2#;^"_)5N#X'X58VR\88N>1]=O\`(U(/F:^?]Y5_X)JLC;(4 MV&'?3+DJ:5$;I+*6]WQ]7G63G;2C?0ZUIQT\W_GK%?V:&+A2JM4WK]/RS#[0 M=2C2>B+G=4J`?0WVJO*HU?M MC=U@WFSWO3%YES+A">"UF[R][NI.4I2H)Y>L"/.L(UC&637=[O>UBXNOC5"+ M?#!6U:H\490$ISNO(SP)P0.9*B!FI+HS;$J^.WIZ\6J1!@0=]8DH8);90D<4 MNJ)_:$\D@<>59C2FC;I9]I.I]02S']#N>Z6`APE8P03O#'"HK:=FFIH\/5NG M928(M=Z6X\W-0\2M"P=YO*,K(N79+%#1;G$N2)S;[C[LE2%`I*4D@(/#^>.E2G9WH>Z:7C:E1<#&*[E*4 MZR65E7=(5C>X#'.@/$G;MIY5MCW(6J]"`Y(]'=DJC)[-E7/!(403CC@9.!6; MLNU&T7G5B=/"%<8?/I4BE:"O3NT?3U^:>C-Q;?:?0W%[Y*TN]FXD*2G&" M`5I//I0'JE[7[1!<#TFTWAJU&4(@N+D<(;+F,^J2%XQQSBOJ\;7[':-1SK`N M!C&#/82VQNK)E=E]V:ZFOEQLU^NL"UW6='B>B3X+DI;:']W>W74K`&"=[)'0CJ#0$@OFV& M)'T&YJ&S6R7)=2^8SC3S6$Q71C(>(/=''ACF2!PZ2G0NIGM5Z7C7*1`E0WRE M(<#[/9I<5NI)6V,G+9SP/E4&:V878[*[Y8^RM42Y7)Q#J&(N^&F]Q22$E1)) M.$\^7YU.-!1;W;])P[=?HL:/(AMHCMB.[V@6VA*0%$]">/"@-.-0SAZBJ"U/HC4-GO,Y#EAG-1D/+[ M-:(ZE-[N>&%`$$8QUJ_OD^+2=G3S6X4K:N#J5@@YSNH/Y'\*`M>H'KK5?HR% MVB`Y_7J&)#B3^S!^J/,_@*R>L=4IL<3T:,H&>\GN#GV:?:/\JJ):U.+4M:BI M:B2I2CDDGF36YLK9_:/MK%P\NOZ,K:&9N+LH<_,XKG=4$A12=TD@''`XK)V& MR2+]<4QF>XV.\ZZ>2$_KX"I!KZ#&MJ+1#B("&6VG`!S)XIR3YFMV>5"-\:%S M?TX&5&B3J=KY(A=2VZ?NVLG\2O\`-=1*I;=/W;63^)7^:Z\Y?BJ_E]F>J/#/ MW?=$2J4Z%_VCOLIM8RA<-:5#Q!4FNY[TQIOH9^%3/D*X0A+:$H0`$I```Z"H/M'NTB M+$C0&%J0F3O*=4DX)2,=W[2>/NKY1=IG9.C?&7T1OOB#=8%R*_0I;,CL\;W9KWMW/+/PJA!PY58>R[G=/_2_^U7\S9,, M>AV*3;6G]E3&VA.ZU0:YF6U?M`B:-D(1,L]XEM%DO+?AQ@MMM()'>42,'AFO M'I7:A;]77"/&@V2^--/I6I$M^*$L=T'/?"CX8]]9+:1^[;4?_+WO_C5)3+G= M;?\`)[THB!(+R4@*5E0R MG!/#NGGBI+FM7(]D9N%EVG7)63BLL]* MGWZ[;+XTRYS@)T/=D+9D*0MP!1'%0.=`;&UQFM;8L^\Z:M6U"UV2=,+ M5M>;$?+A4IE!=4E:DGF#NWP=W M?4XDD[I&7.'#&Z#[P+FTEK:W:Q^F0[A M!"[FTF4I]"CNDE:\D[JNN.&/`9Q0%^9I6JHN#+FD-73[S>+@SK03.S2SZ0XE M79[RN4O1Z-`:V=D27+>_;4Q9R.T4H*7V9W21XD'_) M0&P=*@6R*VSHVB&KE='G79UV<5-<+BB=U*O4`SR&../[53V@&*PNHK]&T[;E M/J2E3[APTURWU>)\AU->V[72-9[>Y,E+W6T#@!S4>@'F:I2\W>3>[BY,DGB> M"$#DA/0"M/9N`\F>]+PKZ]"CFY:HCI'Q,\TN6_/ENRI+A<>=5O*4?^N5=-<@ M%1``)).`!S-6-9MG49RVMN75;Z92^\6VU@!`Z`\.)\:^FR,JG$BM_P""1B4T M69$GNE<`DR>W,^]'Z5"]96*)8+E'CPRZ4.,[Y[16\<[Q%0X^ MTJ,BQ5PUU)+L*VJ&_+D1RI;=/W;63^)7^:ZB52VZ?NVLG\2O\UU)E^*K^7V9 MXH\,_=]T1*I;L]>]'O,QXI*NSA+5@=<%)J)5*="_[1N/\`[^8KN>M<::.8O" MZ);,:0W+BM2&CEMU`6D^1&:C&N-./WN"R_#`5*C$X;SC?2>8'GP%8+0FK6HK M#=HN#@0V/]7=4<`9^J3T\OA5D`@BOE;*[<#(U7ERZHWH3KRZ='Y\R@'8,MA1 M2]$D-J!P0II0X_"I]LP0M!NF\A2<]EZP(]JK"I5K*VM+(I=3AIKU(:-GJFQ3 M4M=#K?89E,+8D-(=9<24K;<2%)4#T(/,5Y_FFW?-IMP@11!((,;L4]G@G)[N M,<^-5?MJU%=HDC3VG+5-=@F[R-QZ0T=U83O(2`".(&59./#WUD;;LVO&FM40 M9UAU5.5;$X$R'<'5/=MQP<=`2.1QP/E6.:)/;;9;79FEM6RW1(3:SE2(S*6P MH^8`XUUPM/66W3%S(5H@QI2\[[S,="%JSSR0,U7\O;"Y_I:=:M-2+A8[2^&9 M<\24H.&,\ M*`G2;+:T-26DVV&EN4Y]:)LMJ0Y&6FVPPN*,1U!A&61X(X= MW[*@`VJ7)=^BV!K2$E=XD01*]&,I*.S403N**DC``'/W<*D6@M<1M('>YGG71 M`T_9K5(9 M4`./VUU6ZPVBSK<7;+7"A*=_:&.PELJ]^!QK(TH"M;ILJF74SHSVL;DJV35@ MO,.,-N.E(((0'B-[=&!PY<.M9?5&SR+J'2EMTTS,5"ML)QHE"6PLN(0,!.21 MCWU,Z4!\--(8:0TTD(;0D)2D#@`.`%?=*4!#=2Z4NNH9P6;@PW%;X,LE"CCQ M)\2:PGT8SO\`B,;[M56;2K]6T\BJ"A!Z)=$5)X-,Y.4EQ][(7IO0:;1@ZX&2?(&LI M%E,38K4J*\AYAU(6VXVK*5)/$$'J*K7Y%E\]^QZLFJIA5'=@N!W5$-6:0DZA MN#$EF6TREMKLR%I)).2>GOJ7TI1?.B>_6^)VVJ-L=V?(K+Z,9W_$8WW:JR\[ M1DQ_2MOM+3-IR?)Z\D5XX-,4TESZE6_1G M=/\`MT/_`#?I69TYHJ;9I18M)M-=4OP(8-,'K'5?%D>$;58`'SC:SYF*O\`_59&V-W5M+OSG(BO$D=G MV#91@=9J27I^/-;-5)W.2TT7R M18C6HO75_,P6T;9^C7,&&IB:8-SM[I=B2-W>`)QD$<\=T'/0CK6*MFA]93=4 MP;QJC5B7&H6Z40[!SRX"K*I41(4^_LFU!#B7RQV2]P&;# M>9';/"0PM3[`SDI00<'D!QQP'2LNYLN4SJ'1TN#.0F'IYGLE(=22M[CG.1P& M2:LFE`4G>K??G/E!JDV13<=]-K'9O2HZEL*.YC=401CW@\,O6V6VXQ"MX"8K1X!84`2YYY/#/@ M,>->O8[M*O-EN4;3BXDBYVU]>&V64E;L^N=GUGUY;D,7 M!*VI#)RQ*:`[1OQ''FD]0?P-=VCM!V/1$#T>UQLO+&'I3N"Z[[ST'D,"@)-2 MHKM%U.]I#1$^\1@V936XAA+B4>9R!R`YT!X-L6T^9H]A-HM45Y%PE-[PFN-X; M;3_8)]9?X#ASK7'3^H[CI_4L:^1'EJF-.]HHK43VN?62H]=X$@^^MU;[8+7J M6UN6Z[0VY49SZJQQ2>A2>8/F*@.D-B%ATKJ!R[.2'+BI"LQ&Y#8PQYGVE#H< M#'AF@+(@2C-M\:465LEYI#A:<]9&\`=T^8SBO12E`*4I0"E*4`I2E`*4I0"E M*4`I2E`*4I0"E*4!7^V#2=XUAHYN!92TI]N2E];3BMWM4A*A@$\,Y(/'XUK; M:]G&I9^K(VGW[7*AR'%]];S1"6T#UEYY$#R/$X'6MTJ8H#'6*RPM.V2):;>U MV<:,V$('4^)/B22MW&?@36U]`:F;6MG M4C3&K2Y:X;KEKN"BY&2TV5!M9/>:X>!.1Y$>%3C85H?5%@OLF[W."J%`?B%H M(?.'%JWDD' GRAPHIC 11 g600996.jpg G600996.JPG begin 644 g600996.jpg M_]C_X``02D9)1@`!`0$!KP&O``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#K8M,V\;`$E;,"(8ST?]Q[%DDRHYT:EP*K929,AEPN*+!'6NU]MUDI^>KZE MD3>AN^[WU-?AUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1. M*;%[O;ZCAUHZ18OONW'[+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[ M+IOS"GONW'[+IOS"JZ1.*;%[O;ZCAUHZ18OONW'[+IOS"MBFY7IML"JM3-GI M,4AS^JK)%#R18FJ9GB_4*WVA?Y%_V/7-EOKA%!.8J@_^E,-D^KH*DB_+@)!! M!((W@CH5HZ"U[))-%9[O*7.<=F"=QWD_-=_!7$RAD1R87,D.J6*TG2LF4L]Y MDVYZRTD1%YXZQXED;#$^1YPUC2XGJ`7YTU'>9;]?*FND)V7.V8VYW-:.`5X: MSJG4>D;C,TX/-;.?+N_E?GD<`O4;G9"I'.>.'J<3*TUUAEKK/J(B],<8(B(` MB(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"( MB`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B( M`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`OH):0YKBUPW@@[P M5\1`?H#1-\-]TU!/(>KL:W]P5!#@K]Y0/D1MHP/O*D])R77^H` M,_,4X/0Y^T1]RUIMLD2;ID:1F@D39GL0MD7I+16UUOJ:VFA,L5,0)0W>X9Z< M=2T5>NB]'2Z8CJVSU3*CN@MW-9C&`>WM4;UMR=_&7.R1?]TM*T;O*W_2YTG+ M4F*T.4W^G0_4VX\G3(92C2OTHJY$(()!!!!P0>A%VCG!$1`$1$`1$0!$1`$1 M$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0 M!$1`$1$`1$0!$1`6/R0^,[CZ(>T(G)#XSN/HA[0B\-EKGL79L/29.YNNTFW* M!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRRZO-A$1=XY81$0 M!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$ M12G1VC:C4U3STNU%;XSX<@XO/S1_M8I\^7(@N6H M*H0T$!4JU[!R:6JV-9-7#NVJ&_+O@#R-_VI9;[=1VFB934<+(86 M#@T8]94.U/RE45J<^EMK6U=4WE>5G90M=OCWJSII?#S9VX++(LL. M?.=7]X(G`;!20X`CBB;Y&M"X]=K+3]OR)KG`7#_%CMH_HJ0NVIKQ>I'&LKI2 MPGXICME@]07(``X`+9D;GKJSH^[U,4S*SPEP]Y=LG*EIUF=EU0_S8_\`RO47 M*?IR0@.EG9VNC_\`*I!%M\066F+[_H8.-)]=!9NI[-8-3AU?8;A2MN'%\)>& MB7U?.5:RPR4\KHIHW1R,.'-<,$%>!N((W$=(XKW)+),_;E>Y[OG..2NA9;/' M9X&4S%/(/\6]7E*OVEI::UT#((6-BIX68`X``+BZ+T\S3]ABADR=S==I-N4#Y$7+S6_N"H(<%?O*!\B+ MEYK?W!4$."[>Y[FT7S>2.?E;EEU>;"(B[QRPB(@"(B`(B(`B(@"(B`(B(`B( M@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"E7)[:!=M50\XW,-,.>=Y1P_51 M56UR1T+6VRMKB/#DEYL'L`_VN?E6>Y-DCB6+N[S;L4O?)\*>!/+O<8K3:JFN MF^!`PN(Z^Q?G"MJYJ^NGJYW%TLSR]Q/:5;G*Q<74]AIZ)KL&JE\(?]K=ZIQ: M&Y^SJ"2YSQBV+ZFSE2:XIJEZ$%EIJ>6KJ8J:!A?-*X-8T<22L2G>A:>LMCWW M)NGZJLE<,128#6M'6,]/:NO:I^\2G&L=%]#0DR]\C4+P);8N3*T4M#&ZZ1=U MU;@"_:<0UIZ@`NQ[A-,_9,'Z_P"UJ^ZB]_\`]+U?XV_[6&KUE=:&EDJ:G3=5 M'#&,O>7CX33/ MV3!^O^UW:2<55)#4`;(E8U^.K(RLIW+2=JM"='&^]FTK/):KFKN([[A-,_9, M'Z_[3W":9^R8/U_VM&EUA MW.0NN=37IOPM.R-\M0P?RN!K*_7&MTQ5P5%G=3QN`S(9FNQZ@5GLO"M_@SH[ MJK_+ZF*>[-O<5(;Z:OH5.5.IN3F2+3KZ_NW:K&0"=U*&F9]63,;+4">=G;.S]Z],M-QDA;,RAJ'1.;MM>(S@MZ\]2NB>N MIP_NJ`TKK>:/!>^J`CQUHV:GLD++A$*1U$[G6B0;)=C=GM7+%SAN%EU33UU?&Z)M86 MP!SP=EF[X(ZO(JPY4GNC<"I=KTNA+LDNCI%??LJ5L;-=&TG=9MU4*;&>=,1V M<=>5\CL]Q>V-_<-1S3P'"3FSC9Z\]6]7.9J6%U4PUM/+3FAV(Y9*H%SS@[MG M@%%M0WZ2CTA8J2AJH@96M;.&$%P`(W=BF3E2=-B4,,"O?QU5$RQP0)MQ$9U% MI*:SW&FHZ-TM=)-")<,CWCU!W5,O-'9?L1D[)ZBKFGNMKEKI* M*.J@@K9J$-BJP\'9[,]'05HVRHCCL=OIJ62DDJ*64MJ2ZJ$?A#.7''PLY6"7 ME:?#*6=#5W8]M^KX&2*Q2W'^F*[[N*TM.E+M>8*B>GIW-BA:27/!&T1_B.LK MC/8Z-[F/:6O:<.:1O!5OV>^=UW#4E/#7TT9V!W,&R;,8>0E=*Q6J;.F1PS$DE2BZT:L^3!+@A<+K6O@8$1%T35"( MB`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`L?D MA\9W'T0]H1.2'QGDR=S==I-N4#Y$7+S6_N"H(<%?O*! M\B+EYK?W!4$."[>Y[FT7S>2.?E;EEU>;"(B[QRPB(@"(B`(B(`B(@"(B`(B( M`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"O3DTB$6BZ8CB][W'[U1:OC MDYD#]%T?#=M-W=A7"W0-\&77Y,Z62N7?40OE5M=JF6^?PZ=G\2T/\`]NS]H6X[@M.S^):'_P"W9^T+<=P6*9[3+P>PNHA.C[C3 M6O2E?65<@CACK)B2?+P':H)J'E$N]VG>RCF?1T><-:S<]P[2N;>;P]]O[SL< M1%'5RS2#K<7;EPX89*B>."%I?)(X-:T=)*]G9,FRU'%:)RJV[JZ$>K]"66S::JJZDCD$T8&R2\D*T&6+)%,4J"M[IA<(LGSU!GQ%8PT\U4_FX( M9)GXSLQMVCA;!M%S`)-MJP!QS"5YH+E6VFI-505#H)]DMVV\<'B%;][J;I5Q M::HZ:X24[J_+9Y&XRX;()6:V6R99XX4DJ.N+>A59CD2()D+;;JO.XI;9P<$; MPOF!Q5F7?0=O%!6FF#X*JG>!&]\P?S^>)(_Q6M<=,:8M!9;*Z2M-7)3\[W3& MW:`/FCRJ(,JR(TLU-O53Q#L.PQ)_I=WTJ5S@=2^AN2`!DG<`%9LG)Y;)KW3[ MR`KG5.G;/46(7RS\_"*6I#'QRG.T`[&5DARK(BI2M_PP;P3[BCL>EF MII-BH@DA?C.S(TM.%CP%<&I-.4]_UI/)6R/;34="V5S6<7;W;OT4>.CK5>K7 M0W.SR34\,TXADCE.<#?O!]7ZJDK*TJ*"%QIJM*ZE7!%H[%&HFH;_`*%?X"8' M4K/;H[3<]VN5MBCK!/;X`]SB_P`%Y(RM>#0MMN3[1543I10SM>:DEV=@@?[" MLLK2,75=GPJN]8$<"F5NI]NA7.!U(MJY"E;&RUSV+LV'I,G:W]P5!#@NWN>YM%\WDCGY6Y9=7FPB(N\[I]2X7)]I`62A%?6,'=]0W."/BF M]0_E3=>,RK;H9CWB1=!#JTL]#8+*X%OLSVF%$-2Z&&I;@VIJ;E.QC`!'$T#9 M;U^M;5PUYI^V5TM'4U9$T1P\-87`'JRM7WR],?7)/RBM6SR;9*:F2H'UT-B; M-LT:S)D2[R4TD`I:2&G#BX1,:P$].!A<76_R,NGH?Y"[D$S*B".:,Y9(T.:> MPC(7#UO\C+IZ'^0L%GKO\%=:VF2?3>8J:GL.G9_$M#_]NS]H6X[@M.S^):'_ M`.W9^T+<=P6&9[3+P>PNH_,]R!%TJR00#._'WK=TO4PT6J;;4U!`B9."XG@. MU2&NT[)<])2W.EC+YZ6MF$C1Q='M?PH/Q"^@29D%IDQ0+XPL\K%#%*C43ZT? MJ)I#F@@@@C((46Y1?D57>0*L;3RAWVT4K:9LD=1$T8;SX)+1U9!7V\\H-UOE MKEH*F&F;%+Q+`<^U>>DY$M,J?#%KK(*F M)HS4NQL[6.'!=ZU3Y$,:@F0N)I5N5:+`YO*V!RC7D4H9S5)W0(^:%5S7AAJYE)I2Z72:H-KA[IIHI"P3 MEP:U_5C*QP:5O=16U-%'0/-33-#I8R0"`>'E5-ZL%,UYMU_5U^!.?:<56\V9 MM:76=UN=(("ZWNVH3L'><8\+?O2KUG=*RCN-+*VGYNO=M3;+#D'LW[E]]PNH M_"Q;B=D@._J-W$^MX4YAD<-IN_(<.PJ\N"Q1Q*&#-;^'77;>1 M%':(56*J7VCL^[R]"KI*AIIVOIHN::`SO%TUI<+E2-I&P4M+3"02NC M@CP'NSG)]:C:+*K%9TU$H%5%'/FM4SB3G7EY-[[Z$T_.NB$+XPSP'LSG!&>U M?*O6=;<'TD$C(Z.A@E$G-4C-DYSQ_4J,HG`K/5-0*X.?-=V<6U/KJU4\-94- MN`JW3PH2BUH,E2 M(8Q=FP])D[FZ[2;4#Y$7+S6_N"H(<%V]SW-HOF\D<_ M*W++J\V$1%WCEA$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1 M`$1$`1$0!$1`%/>3RR6]]0+Q=*JF8R-V((9)`"7?.(RH$GK/WK7M4F*=*] MQ<]QRYQXDKX.(\H3!!P00>HHO0'+/T9:KG0-M%$UU;3`B!@(,K=W@CM7-UG< M:*;2%S9'64[WF'`:V5I)WCM5#9/SG?>4R>L_>O/09`AAF*9GX.N'U.K%E2** M!P9NBF)^BK3^>'U++*T25,SQ+MT)7445CJF354#":R8X?(!D9[5RM1Z%L5S MF?56RZ4E'.\YL_>F3\YWWE;<.2HYC)*Z$,NT)K.C375]35<4NET/C]#J:;NK+)J&DN,C"]D3CM-''!&%- M+C1:,N%YJ;W67MLE/,W:[E8"'[6.OU<%7,T,M/*8IHWQR#BUXP0O&!U+'.LB MFQJ;#&X72EVE8EY<]P0YCA35:WZRQJ6ZV:ZZ499XKD+4ZFJA(SGB?"8#GB.E M=F/6=F??KE-'6LC8RC;%%.[=SKQU>15`BUX\D2HFZQ.CKJTTKL,L-MCAI1(M M&P/=VJ4NJJ:OH1%:ZP*"FA5[' M4]RM:R:1K';3&N(:[K&=Q7A$751J!$1"`B(@"(B`(B(`B(@"(B`(B(`B(@"( MB`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@+'Y(?&=Q]$/:$3DA\9 MW'T0]H1>&RUSV+LV'I,G:W]P5!#@NW MN>YM%\WDCGY6Y9=7FPB(N\YP#/."V(?-9U^4JHU*-(ZT MJM-3\V_:GH'GPXL[VGK:N?E23.G69P27?M6HVK',ERYRBF8$RU[H..I9-=[8 M&QSM!?/%P$G:.HJI5*=5:WKM1RNA874]`#X,33@O[7=:YFF[-W^OD%O+W,;) MDN>T;V@=*I8(9UFLM;2\/!%K5%+FSO[*Q\6]QPUK1DDJ86?DUOERV9*AC**$\3*?#_#_M8)]IE2%6;$D9)/BC8LSER9U)RP\&3'E1TTV MHHA?*<`2P`-F'SFD[CY1_*J12G5VM*K4L_-1[4%O8?!BS@O[7*+*^2Y,Z39E M!.QV+45MDR7,G.*7@$1%T35"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B` M(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`L?DA\9W'T0]H1.2' MQGDR=S==I-N4#Y$7+S6_N"H(<%?O*!\B+EYK?W!4$." M[>Y[FT7S>2.?E;EEU>;"(B[QRPB(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B M(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`I;R=W2VVC4,E1GX&Q:K7%:&JJ MB1<')W:[3==+,DJ;?32S1R.C'%?>4.UVBU:5E?3VZFBGD>UC'L8`1O MS[%`]-ZUN&F*2:FI88)8Y7[9YS.X^I?-2:UN&IJ6&FJH88HXW[?]/.\XQTK0 MXNM7#M\K^BM%2>#9E/U4I@<"FJ):.JBJ8'EDL3@]CAT$+]`V+4U'==/ M17.26.$8Q,'.QL.'$+\\K[M.V=G:=LGHSN70RADZ"V*&KHUI^&HU;+:XK.W1 M53)CRCW:V7B]P3VV<3;$6Q(]HW9R<8/2H:B+;L\A2)4,J%U2,$V8YD;C>D(B M+,8PB(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B M(@"(B`(B(`B(@"(B`(B(`B(@"(B`L?DA\9W'T0]H1.2'QGDR=S==I-N4#Y$7+S6_N"H(<%?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E;EE MU>;"(B[QRPB(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B M`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(` MB(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"( MB`L?DA\9W'T0]H1.2'QGDR=S==I-N4#Y$7+S6_N"H(< M%?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E;EEU>;"(B[QRPB(@"(B`(BFG,Q>]" M9N;9SO=V-O9&UC=TK#.G;UFW5JTN\RRY>?6_!5(6BD.F=,/OXJZA\CXJ6D;M M2&.,O>XG_%HZUEO.D3:ZJWD51;1UQ`;+/&6&(]3AUJCMDE3=Z;_5]O8%)F.# M/I<1E%,[EHFG@LE=<**MGD[BP9.>@+&R#K82NCIO2U%;KE9)Z^M_ZRKQ-'3& M/+2WJ)ZUABRE(4MQIUQNH]"KL,BLLQQ*%_=]"N^C**P:JF=WKUJ^(PLBBJL% MG-`GHX'H6*#05`]]NBGN[HYJ^';BC$>3M8SU\%"RE*2K'=WO0GJ^(X+&W2&_ M_M"!HI3;]),DANM36U,@@MTQA>RGCVY'G/$#H":KL=!8:*WQ4[)))ZAO.NGD M.R=GH:6=''BLJMLJ*8I4-[?I784 M'_[71H=&05]=<705SYK;0@`S0Q%SI7=(:%,RVR943AC=ZQNUX""1,C2<*Q(@ MBF$^AG0WVVT?=,GW:CD=&6O9_VN'6MJ70UJCHJVH%]RVWR[%6>9/@CJ&_ M>5C>4;.J7X_!ZZ;;BRLLUUNP^*ZR"HI7==(4]!>K?2LN;125L0E9/(PY`ZL# MB5[O.CH*&QONM'5SOBBE$3VSPEA=DXVF]BLK?(>;?[6%SZB'9YBK=@1%%/SR M>T7=W<`O#N['TO=$G#8R8K--AQ1'45F:;G5U M-UYT,D#6MHZ8[4O1D-'`*BRE*<;23S4DZWZ<+J%G98U"F\:M4ZB&HI;4Z%J8 M]5P66"I#VS1<^)7-QL,ZM%)`9Z*]LF9#-S50Q[8DVU@1E%8&LK-9Z>BLL=+/L3R11M8T1XYUI.]Y/6M4Z#B& MIJRT]W.V:>FY\2;&\[LXQE8X,I28H,^*JQT:G0M%99BBS5?AXD)12NBTG1S: M1[^U5R%.,O:(RWX3AP`\N%O4/)XZ>EHA4U4\=76Q\Y&&0%T<8QD![NC*M'E& MSP5SG@Z8/1CW$0V:;%2BQO(,BE]DT4ROI[E)<*\47>^38E);D8Z2HG.V-D\K M8G[<;7$,=\X9W%9Y5HES8HH8'5K$QQ2HH$HHM)X13*R:,HKM2TN;E*:BI!($ M,!='$1T/ MR97QAKFD;B,]2I%E&5^G,OSJ>+H65ECOSKJ5\+RNTRMF@HI;C<*>BAQSDSPQ MN>A6+06&UVFWZEIH*L5E1#28D#XL;#L$Y:5DM-L@L]$[V]';0K)D13<,/ME8 M^HHIO76JHKM+:5IQ-`WNHEK#S>R6^4]*U;_I&ELU++(*JJ$D#PUXF@(;(#Q+ M",C[U6"WRFU#%BVUKP=!%9XTF]"ILJ1)%/\`4UILM)HJTS05&)G,VHW"/!G) MXYZL?PL=1I"EL57:9A_!\#R*[RA*_2H:NK2PUJJ*JS1WUNI7PN M(&BF=%H>"2*W0UUR,%PN49DIXA'EH&,^$NEVN^XA6:;5*F/\`TB*+)4-CCJ)6Q/YR)KR&/^<.@J84NAH' M1V^GK;F8+C<&%]/$(\M&/G%9IUIER4G&\?\`I27*BF.D)"T5DZ*M=/;K=?:B MJG@BKJ9SHG.EBVQ"!_ECIRJYG=MSR/V@[+B=H#`/;CH5)%J4Z9'!"KH:7ZZE MIDEP0PQ-XGA%-[;H6CN5.QD-SEDJGPF7;9`>9;_VEQZ5R?"?!`]2HLHR7$U?2E:T)X-,I\:TH0 M]%)Z_2T$<-LKJ"M=46ZOG$`>YFRZ-Q.-X7:DY.[>*BNHX[Y_U=*SG7M=$<-9 MTD]O%6BRC9X4FWX/0Z.NJ\*RS7@O%%?(I9<-'Q"&T36FN-5'AJ8ZDB5SG.9*(_"E?\T]07N\V9MPN.FZ&KJHXFU-(T,?'$&X) MX`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`<#KXK'!E*3%6MR7C=787BLLQ4I?\`]H1!%*Z#2$4SKK4UM::> MW6]Y8Z4,RYY'4%GM>GK5%K&@IG7.*KHYV\[$Y@R7'YCAG<5DBM\E5I?15P>J MI16>-T^)#44YN6F*.[:]J+=;ZL,;M.?,WF\.%-Z$Z'`1$6X8`B(@"(B`(B("Q^2' MQGSV>HN%%1LKH[361M& MV'#GHGCB0L51JFVB\VR6*GJ:FCHSE[JM^T^4]>.&Y0]%@XODYSB=:OX_"E>N MADX3'2EWW>3ZY:RM51;K[30.KY77$9C,V-F/_M`SN"4FLK,X6:KKZ:J-?;FB M("/&P6CI\O8H"BIQ9(S-272ZIHGVW4M,(YMNZ3\Y"<#`& M[BMOW96\W73]5S4^Q;HMB4;(R3C&[>H+D'I"9'6%=Y/DO7]JFPCA,S[ZZEJ: M9F@K+9>JZ*.H)JJ[::*1[1.&\=X.["CVNK72TK:2M975MKL+HW>SUUHD@[NP75$8D8=K:RU8)=BWFTJ-1XZ-=%AV%X MI^?*S=I MCB2)W6%%LX3(ZUMS;'*FYSB7M4\,##!.C@I317Q)F=5V^/45MJ865CZ2C!VI M)W[4LAZR,X"Q2:HHWVK4E*(Y=NYS\Y"<#`':HB"#P*9!Z5C63Y*IC=3P==I; MA$?WU4)W[M+9WYLU6^EEDBHZ/N>0.:,AWSFA8KOJRVU6GJZVT[ZZ:2>I;,V6 MIQPSDCCN"A&1C.=RZ%9:*FBMM'72NB,-6"8PUV2,=8Z%C=@L\$<+=:Z+]3J7 MX3-:?CL)A[M[=[K(;KS-1S#*#N8C9&UM=?'@M&U:EL[--]Z[G#5$Q5AJHC#C MPCG(!SP4=M]GJ[G35E13!ACHV!\N78P#U+GY'6D-@L[K!"W=33A2M-I#M$U7 MO37Q_P"$]&M;<-*2"5T45+W/+' M)Q(Z<+F7^Z:=FH98+/02\_/+SDE14`;3.G9;CH49R!Q*Z=FL-=?9964;68A; MM2/D<&M8.TJ.!V>128VTH?CW5)W^;,K#C7X;#MWK45JNUKMM[JJ:;F9`0-EAQP&]5Q+&89I(G$$L<6DM.0<=2\9 M'6%#R;(BA2OI?IT.^G4%:IB=?NXD-3?::70]+96LD%3#4F4N(\'&_P#VN]%K M>VU-'1/N'?%E521"/F::39BFP-QSO:W?TD[U%<;L M=B9'6ON1C.=RVI4B"4XG#IO\*&**-QI)Z"PZ/6]G@CL\ACK87T0+7TT``B?G M_([]ZY1U11&SZ@HQ'-SEQJ3+$<#`':HCG*$XXK5AR;(A=57O^-=IE=JF/[^% M"8 MK77OMEUIJZ,;3H)`\#K4TJ-7:?:+S)1T]8)KG!LO+P-EK\BM;^U%94KU>-44=POUFKHHY1'1-8)`X#)P1G' MW*)<$R.M9(;#*3K?I_\`UB4<^-^'A@3F/6EN9J"\USJ>=\%?"(0P8#@.G]%J MUNI[=3T5HMUHBG?24$_/N?48#GG.<;E$,CK3(ZU59/DIIWW?'4J+P+.U3&J? M>-2Q*K66GS+=JBF@K347&FYMY>!LM=C``W_JN'!>[54:(;9:]M2RHIWF2!T( M!:YV_&?O47SVH/"(`WY.$@R?)@5$WBGCJN7@(K3'$[Z:?$GE'K*U/9:JRXT] M2;E:XC'$V+'-R[L`D]"YU/JN(V;4$%7&\U5S<'-+!X+?*N'=K/5V2:"*M#&N MFB$K-EV?!*T,@<2JR[#9XEG07IX7ZG6[X5)BM$U.D5S7I38?,;L*>TVL[5*+ M977"GJ3<[:QS(FQXYN7/`D\0H'D8XIG?A;%HLT$]+/T>=S[S'+FQ2_9)50ZJ MA907]E7&\U%S)5(@E-N'3Y*A6.9%&E MG:"RX]>V6.NI:QK*^,1TQ@=2L`$3"1\(#.\KCV_4MG-@K+7I[5:M1UM12,JIK=7L<*@2`![2<[V^3*A>1C.5]!SP*MQ?)IFWTI3' M1]".$S*U^-26UVI;>RDM-KMD<_>^AJ6SODF`VY"#G@%T/=M;N_\`>J_FI^:K MJ4PQC9&0[!X[U$K59JR\]U=QACNYHC-)M.QAH7/5>`V>)N#2L;[[W6_KH3PB M;#1Z/2XEC=614UET_!3Q/-5;)C(_;'@NX[@?6MVNUA:HZ>Z3VNGJ17W48GYX M`,C!'A8QQ43M-KJ;U<64%&&F=X):''`W#*ROL=6RUU%P<8A#3S(WR9&Y MQZ%EX+)@BSV]+Q>F+'O*;],B5/@O`D>J-8B\7*W55#$812_U"UPQM2'B5TKA MK>UUC9ZT-N)K9HMCN4RX@8[&-H8*K[(ZUW#I6Y=\:*A:8735C!)$&O!&.WJ6 M&98K++AAABNI6E^C%EX9\Z)MJ^OVCB$EV2>)W^M6%3:ULCJJU7*MIJLW&C9S M3A'C8+<8SVE0&I@?2U$OAIAM3/R`&A919ZDV/ON'1=S;>QC:\+/D6-2+/!%C?G)XZ:47@7< MV:UV>%:[3NW_`%@V[Z8H+8R-[:B/8[HD(^'LC`\JZ<>N+=54E'+<.^+*NECV M##3R8BGZBY5_D9QE?,@=(4/)TAPJ&E*-OOQ"M4RM:_:);8-26^G;>J>Z1SM@ MN9R70>$YF_AO6"*_4-/HVXV.)DQ?/4F2)[@,;&`!GMW*-)D#B5=V*5G.*_%/ MM6!7?XZ4ZUWDZMNL+5362V4TC*R&>B?M/93@!L_:X\5X?K"@=7ZDG$4^SH1G=E,@\"L?%LBKBOO^/QKM+<*F42U>E"8-U51"BTW#S,'&.EBH6!9G6WWL)VW,S=SFO&US&-L;Q@X*\,UQ1>[2*Z.@F%#3T[H(F M@`OP1Q._K44N5IJ[5#2NJ)&%E3'SK!&_.[M'6N;D'I6M!89,W/C;JHJ]E;GV MW&9VF9#FPI4I3P)-I[4=-;G72DKHI'T%P#@\Q?#9GI"W:C65/35UD9;()30V MK.SSVY\N1@DXX*&9'6OI..)6>*PR8XW'$L>["E>NAC5HF*'-3^\=I.ZO5.GV M6^^4]!!6"2YL)+I`,!YXCL"S46LK$QMCJJN"L-;;8C$&Q@;!!&">._@J^18G MDR2X8I]ITI!#'Q//`LZ_6FJ-54MULD%LIY*NK+)>==4UC0'C_M&%#T40V"4H MH8KVX<+]0=HC:B6L(B+=,`1$0!$1`$1$!8_)#XSN/HA[0BQ=FP])D[FZ[2;4#Y$7+S6_N"H(<%V]SW-HOF\D< M_*W++J\V$1%WCEA$1`$1$`1$0!$1`%T;%2/KK[1T\=.RH<^4?TGG#7#M/4N< MLU)5ST%7%54TACGB=M,>.@JDQ110-0XT+0M*)-EFWFFI*O2VH6RPT)GMY`9W M-!L"$[O!VB/"6W`**GK].40M=$]M=3`3/=$"XC9Z%7M9J^]UU/4T\]4TPU+= MF5@C`#O_`"L7NGNW=%%/W3_4HF[,!V1X(_E<19,GN#-;6G2],*6K7>;[MM:O*8[;K+2XL#":0'9`P!N M&Y1VAU1>+=45[W*6EDJJK:-*[;A#6@!KNO`Z56=99TRU110W*Z_L=R\Q!.EPR5"\;]J)[ M6TMJN7*%360T%/#34[3,[9:`97X)P>Q<^YMANFE;O7ST--2U%MJMBG=%%L9; MGX)ZU"JB\W"INHNDE0X5@((E;N((X+8NNIKO>H&PUU5MQ-.UL-:&@GK..)58 MNEM$=J?.311OVVQXX'RKU->KA/24 M5*^H/-41S3@#!9ZU:&P3H4EG8-]U&EVWD.TP.OZ="[ZILLJ6L=)!JVD%OIZ: M*EA:R-T<6R7#J)Z>OUKY2T5GLUJLM,64[VUC,S;5*97U&1P!`W8RH+5:UO\` M60RPSUVU'*SFWMV``X?[6.WZNOEKH114E:6P-&&`M!+/-)X+7XLGYE$TKU=5 MZJ5K37?@9>%R\ZM/#XUUDPL%-:[?'JJ?N%E3!1RM="R>/PAN)QOX;U7%3/W3 M42U'-M9SCB_8;P&>@+<@OEQIJ>M@CJ#S=:"7F:DV:HX884J4KM+/HJ:EM5)IND@M]-4Q7/!JI98@]QSQ`/1A9[*:>ROUA M14U+!+#29/*M&+)LZ)1*)J_P"+O_56KU45QLJU00T:6'I3;>:7AHX#?G`[%9DU';W6NCU:*6G$$=O?/<6 MWM\UCI6]:[-%.S$`,+1CR?/BCC;:O^+Z2:\#85IEJ&%4P]&B4 M4]#3OTKI*04L;I):\-D<&9+AD[CV+L4]GM@U7J*LEA@'<31S4;HMIC<@G:V1 MQQA0*W:LO5JMXH:.LYN!KMIHV02T]A6./4MWBN\EUCJW-JY!A[P!APZB."F. MP6F)Q4BHG6E[TQ5U777:0K1*2ANU>"I]23:AHK3=8;34LJ(J66K5J"Y61DS*&H#(YA_48YH^YS7W0L&NL]LK=4Z8D=3PAE7&Z28-CV&RD#(RU?*BNDKM'ZH;)104HAJ#" MWFH]C+1N&>LJ!5.I;O63T<\U8YTU&FJJS;AG&'L#``5 MK\73_P!";3I32[J15NNU&;A4O]5%CZ4VEC6WF[5J'3]KI*&G[GEHS*^?FLO+ ML<=IKU.8!4BMDB$DT/.B(!W'9[5$J76E_HZ6GIX:\B.#=&"P$@ M=6>I:MNU)=K54SSTE46.G<72M+06O.)BL\Z"6FHU7[O)?#20RZNK6T=!1.IK92")[YQ MX#'-&]^!\(KU>J6AJH]*W!D-.^2IJ0V22.'FVRCM:H/;]07.UUL]72U.S+49 MYW::"'YXY!66JU/=ZSN7GZK;[EDYV'P0-ERP.P3U,33N2IB]33\;S(K3+S6F ML?7T)W5TMKNG*'#9304\%+2,,QV6X,SL9P>Q:6HQ:ZZR5KVMC-31U`$3Z>C, M0C&<;#CC>H1->;A47;OH^I<*W(<)6[B"."V;IJF\7F!D%;5E\32';#6AH<1T MG'$I#DZ=#'+:BN25;].G1?7L#M,#45V+?T[BTI)8:K4MMM%114LT$]KVWODC MR_(&X`]`43M<,%FT;)=Z:B@J:R2O-.>>CVPQ@<1@#H_\J-#55X%QAKQ5?]3# M#S$;M@;F=2QVO4EULYE[BJMALSMI['-#FDYSG!Z52#)LZ"#-36BJJZ.C==J[ MB\5KEQ15:U]F!8-/9+=!R@2QLI8N:FMAJ'0%H+6/..`Z%PC1TK>3^U3S4>TY MUQ(D+&>&]FT=PZ3N49@U%=:>\.NS*MQK79#I'#.0>C'4LU?JN]7.)D=56%S6 M2B5FRT-V7#@1A7AL-H44/ZJI4K>]%?4J[1*:=VOQH3V]4-)<[+7LM1MKV00\ MYW,^#FY8`!O.>.?*O5%26>T6FQPN93O;6LVI@ZD,SZC/0"!N4$J]8WVNHW4L M]9_3>-EY:P-<\=1(WE>;?JZ^6NA%'25I9`T88"T.+/-)X+%Q;:=ZS,[3A7X4 MQIVX>);A4K/SJ://57S-2^4]/2WRL@I0\0-D.PU[2"T=1!4MTK":#3G?&:GH M8XY9VL;43Q&5[QG&RUO1Y5!)9'S2OEE>7R/)=+6:LEHZ:FD?6"!QA9LC8SP_110ZJO!N4MP-5_P!5 M+#S#W[(WLZEJOO-?):XK:Z?_`*6*3G&,`&YW'.5IP9/GJ*&)Q7K-TO0FF;$= MIEM-)7.NU4+7CG$=YU):XJ"G@IJ6WD1/CBV7$%IXGI_\*F0,X&<9.,J0R:XU M#+$8GUY+'1F)PV!X32,;^U1[H6QD^R3+/G9]+Z87X+'MQ,=IGPS:9NBOB7-; MC':]6VBSTEOIQ2]RF3NCFO#+MGCM?IZU%*B"(Z`O,QC:91=BT.QOQM\%Q*?6 MVH*6G@@AKR&0;F9:"<=1/2%SW7NO=;9[>9_^FGFY^1N!O?G.<^5:TG)TZ"-1 M-K&'2[Z-MOMJ98[5+<-$M?BD66RBM]RMPH+6V@8\TV.XJNGV)-K'PMKCE0[HVCUGM45]VE_-'W-W<=G9V.2J:: MBMO)?;Y^]\$M75!\0FNJ;7 M!;99MJE@<71LP-Q)SQ6P_4UVDK*6K=5?UZ6/FX7AH\%O!9(LG3'6CQ<>E_Y8 M=Q6&U0)J[#-\,29W$PWFQ:G-50TT#[=4CN>6.+9]=([6]FC% M##S+J`/>WFQLDX&\JO;AJF\W2WBAJZPO@SEP#0"\];B.*VHM07M&-D%PX=BCMLU)=;/4SST53 ML.J#M2AS0X./7@K#+>[A-;7VY\P-*^4RN8&CX1Z5F5@F*8XE2^*%UKJ5YC=H MA<"3T)HLT6^A]T+-,][:7O<;?SIEYH;>WCX6TN/;G4UIT-3UK*&DJ:AM<8FR M31AV1MXS]RBWNPOW>WN#N]W,['-YV1M[/S=KCA:3;S7-M3+8)O\`I&2O!Z5M3++-BLD,FOZE33J['L,4,Z!3W, MI=>3FDTU3.Y0']WPT9A-*:J**!O].3HVMG]<+2U"+7<+#%5L:Q]7%5A@F@I# M$QS!TK7AL%HWR".*+!+3J[-/89':)>;$DL:DJUW74ELK;?0TUMIF;#8JJ20, M&7_]OD6UJ>W4%LH+I?(88.:N-/''2-#1AKC\(@=&Y0*YW6LO%2VHKI>!NVR-^#Y5S]2U!JJ:\TKM/QQ144P9!50Q['-#/^ M77E1.JOMRJWT;Y:D[=&T-@KS2"EKJTO@'%H:&[7EQQ59=AG M0Q0-M.GQ=U]:K757$Q6B6X8DE2O5JH6*:*RVOO=:G10/@GI@Z1G**&O<(0W9:2T% MS1U`\0L%LU+=K0R2.DJ?Z2&&DA.[/N@K'&L>SFS(X`^#U87+DD=+*^1YRY[BYQZR5U+-!-@A4$RER7>:DUP11 M-PZSRB(M@Q!$1`$1$`1$0!$1`$1$!8_)#XSN/HA[0BQ M=FP])D[FZ[2;4#Y$7+S6_N"H(<%V]SW-HOF\D<_*W+ M+J\V$1%WCEA$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1 M$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0 M!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$1$`1$0!$1`$ M1$!8_)#XSN/HA[0BQ=FP])D[FZ[2;4#Y$7+S6_N"H(<%V]SW-HOF\D<_*W++J\V$1%WCEA%EBI9Y_BHG/[0%F M[UUWU9_Z*KCA5S9#BA6+-1%M]ZZWZL_]$[UUOU9_Z*-\@UD9\.LU$6WWKK?J MS_T3O76_5G_HF^0:QGPZS41;?>NM^K/_`$3O76_5G_HF^0:QGPZS41;?>NM^ MK/\`T3O76_5G_HF^0:QGPZS41;?>NM^K/_1.]=;]6?\`HF^0:QGPZS41;?>N MM^K/_1.]=;]6?^B;Y!K&?#K-1%M]ZZWZL_\`1.]=;]6?^B;Y!K&?#K-1%M]Z MZWZL_P#1.]=;]6?^B;Y!K&?#K-1%M]ZZWZL_]$[UUOU9_P"B;Y!K&?#K-1%M M]ZZWZL_]$[UUOU9_Z)OD&L9\.LU$6WWKK?JS_P!$[UUOU9_Z)OD&L9\.LU$6 MWWKK?JS_`-$[UUOU9_Z)OD&L9\.LU$6WWKK?JS_T3O76_5G_`*)OD&L9\.LU M$6WWKK?JS_T3O76_5G_HF^0:QGPZS41;?>NM^K/_`$3O76_5G_HF^0:QGPZS M41;?>NM^K/\`T3O76_5G_HF^0:QGPZS41;?>NM^K/_1.]=;]6?\`HF^0:QGP MZS41;?>NM^K/_1.]=;]6?^B;Y!K&?#K-1%M]ZZWZL_\`1.]=;]6?^B;Y!K&? M#K-1%M]ZZWZL_P#1.]=;]6?^B;Y!K&?#K-1%MFV5H&33/PM5S',=LO:6GJ(5 ME$G@R5$G@?$1%)(1$0!%LT]NK*H9@II'CK#9-&<]%T.\5T^I2?HG>*Z?4I/T5.-LG^_@_E#ZDYKU'/1=#O%=/J4GZ M)WBNGU*3]$XVR?[^#^4/J,UZCGHNAWBNGU*3]$[Q73ZE)^B<;9/]_!_*'U&: M]1ST70[Q73ZE)^B=XKI]2D_1.-LG^_@_E#ZC->HYZ+H=XKI]2D_1.\5T^I2? MHG&V3_?P?RA]1FO4<]%T.\5T^I2?HG>*Z?4I/T3C;)_OX/Y0^HS7J.>BZ'>* MZ?4I/T3O%=/J4GZ)QMD_W\'\H?49KU'/1=#O%=/J4GZ)WBNGU*3]$XVR?[^# M^4/J,UZCGHNAWBNGU*3]$[Q73ZE)^B<;9/\`?P?RA]1FO4<]%T.\5T^I2?HG M>*Z?4I/T3C;)_OX/Y0^HS7J.>BZ'>*Z?4I/T3O%=/J4GZ)QMD_W\'\H?49KU M'/1=#O%=/J4GZ)WBNGU*3]$XVR?[^#^4/J,UZCGHNAWBNGU*3]$[Q73ZE)^B M<;9/]_!_*'U&:]1ST70[Q73ZE)^B=XKI]2D_1.-LG^_@_E#ZC->HYZ+H=XKI M]2D_1.\5T^I2?HG&V3_?P?RA]1FO4<]%T.\5T^I2?HG>*Z?4I/T3C;)_OX/Y M0^HS7J.>BZ'>*Z?4I/T3O%=/J4GZ)QMD_P!_!_*'U&:]1ST70[Q73ZE)^B=X MKI]2D_1.-LG^_@_E#ZC->HYZ+H=XKI]2D_1.\5T^I2?HG&V3_?P?RA]1FO4< M]%T.\5T^I2?HG>*Z?4I/T3C;)_OX/Y0^HS7J.>BWI+-<8F[3Z.4#R96D06N+ M7`@CB",%;,BUV>T& MRUSV+LV'I,G:W]P5!#@NWN>YM%\WDC MGY6Y9=7FPNQ9K4VJ_P"HG&8@?!;\Y<=3BDB$-)#&W@UH75M4QP0T6DXD^-PP MT1E:`QH:T!H'`!?CM*BD$?.U$4 M?0YX!^]6PU@C8UC1AK0`%X#=_EJ=8Y$NR2'FN95MK&BT=OD;$J%-U9]`#0`- MP'0$SVHB^,FR,]J9[410!GM3/:B(!GM3/:B(!GM3/:B(!GM3/:B(!GM3/:B( M!GM3/:B(!GM3/:B(!GM3/:B(!GM3/:B*0,]J9[41`,]J9[41`,]J9[410!GM M3/:B(!GM3/:B(!GM3/:B(!GM3/:B(!GM3/:B(!GM3/:B(!GM3/:B(!D]97+N M]CIKK"[+0RH`\"0=?;UKJ(MFR6N=9)T,^1$X8E@T0U6YE33PR4T\D$K=F2-Q M:X+&I#K&!L5W9(T`<['EWE!4>7Z/R/;^,+!*M35'$JOKP?B:D2HZ%C\D/C.X M^B'M")R0^,[CZ(>T(O,9:Y[%V;#T63N;KM)MR@?(BY>:W]P5!#@K]Y0/D1GXV2WZDCD:',X=T1-W@%?:2&F?J>Y4#XF M;$K7"/=\$CJ7,JKU'4W:DN']78W>K9-S?-L8W#69SCK6_57ZVUKF/J;6Z21K`P.YS&Y5 MCE36H6U?>WV]J)ESI$+CA3NN2?5CH>)L::JXZN22FEHX"UD;I`XMWYWG"QV* M6.Z7Z1\E+"`("!&T>#D=*YEJNC+9633B$N;(PM#0>&5YL]R%KK'SF,R;3"S` M.,95YEGBK,<*Q2IYF.5:8*2E&\&ZW:-!W+G3CO%42W"C@IIQ)BG,9&7#/8FF MJ*E[WB2JAVW5DABC);G9`!WKC.NW.V:2@FB<\F3;BDVO@=BV/=)4014L-&.9 MAA`#F[CM'.]5,.'4=RSZ>IJ*>WUC*MC<22\VUY&]I.<+4;J&-E[EN+:4CG(MAS-KIZUSX[C MS=LJ*0,.U+()`\'X.%,4J;,K6ZN;]2D$Z1*:I>EG:,4\#?O5O[WVFCB?&!*) M7@NQ\(=!6G8(V2WVD9(T.87[P>!62Z7I]THZ6*2/$D(PY^?A;EJ6VL%!<8:H ML+Q&[.R#C*S003-X<,7M.IACCD\(AB@]E4\*5);54K3#<>[Z&G@I8VGF)6D9 M)Z."UK)!G3?/14],^?G,9GW#'E7*%]#FW"*:!TD-42YK2[X!ZU]H;S2P6GN" MKHC4,V]K<_"U=XFJ"E-*V=?>;BM,AS5%HH\==;L%W7&_;MF?4LO=5/3@10'+ M(][3C?E="*V4D%XFK7PL=33-C$+2-VT[CC[E'8;M2TMQ?44U$8XG0&+F]O.\ M].5[&H).Y;=`Z,D4DFVXY^'QP/U4QR)L3_3.'L6I'?1%=:RX M,@/.SM(CW_`STKY-?YJNT3458WGGN.62[AL^I9%+G*."*ERHO4Q.;9W+F0Z8 MFVKOC=Y]YW*BUTM90T3:>-HJX6QR/:!\-AXK%04M.[5%UB="PQL;X+2-P7(; M?Y(KE2U<49;S,(B:E=KK72M7P.Q8(8'OJ:^LIVN9)*(6L:,@'I6O26:)VK9J.=N8 M(RZ39^<.("U([_/2VZGI*(&$QDND?N.V2LD^HGONM/<8H=B:./8DR=TB.5/S MHFM*:5^%,"5.LV9`HKW"TW=C7$]U=TH:VDJH)Z-D,C"13NB'#RK=LU9'-9ZM M\E%3EU+&-DX^%NZ5SJJ]4KJ6>&BM[:=U1\:\NVONZEK6^Z"AH:RF,1?W0W9V ML_!4N0XI=%"U>M/54B&T0PSDXHD[G?3KIH\CIVOFJ^@O53)3QM?S8"=NS(S.%ZN%UBJ*2*CI*7N>FC M?M[)=DDJV]QJ91*ZJ?8D4WV4Y56_U4:I32W6NHECZ-W=E+'';J=]$YF9I'8! M:N):::D?77AL;6R0LC<8L[\;^A87:F<;I3U;87!DN?' M3G8J6EK6Y^!E8()$Z&!IXM+:;$RTV>*.%K!-Z/A=2["N@ZMEHJ.MT]W/,&MG MG>YL4F-^T-X6"JM;77*T44C!&Y[`)<=.\Y7*;<71VR&EC:6R12\Z)`5LW&_2 M5U=25C8^;E@:!QXD++O,Y3&U@Z]FHQ;_`&=RDFKTH>W"O;ZG9DC%5W;31VAK MJ.`EC)(R`YK@.U0\<%)!J:F9))/';MBHF:1*[G-QR,;@HVLED@CAKG*F'UTL MQ6V.7'1P.KOT4ZM"\PB(MPT0B(@.+J3^UA\_^%&U(]2?VL/G_P`*.+JV7DD; M]G]@ST/C"F](WVJUCQ54T/C"F](WVJUCQ7RC\2N=2/E>TWI.#"(B^:&8(B(` MB(@"(B`(B(`B(@"(B`(B(#IOBC&GHY-@;9EQM=.$MD,;:6JK)&-D,(&PUW#) MZ5Y@N,#*!M+/2\ZT.VL[6%X@N#*>68"#--,,&(NX>M=J&99U,ES,Y70TP=SH M[W=3'K-I12\Z&*NCQH;%5''66R&L;&V.4RV:&.G@BYF!AR&YR2>M;3;U'MLG?2!U2P`;>U@'RA;$NU67?'6)) M_IJZ8TK6ESQNT7T+PS)>=>]5^O7H/EM@C<+@'QCP(W;(=Q:LUKBBDM_]#F#5 M;7A"7J[%HT]QYA]6[F\]T-(X\,I3UM,R!L511B0M.6O:[9/K6*SVFSP.!55R MBQ3TNZ])WT^!6"9`J=NTR22.H[F\/I(V[1`YMV\#M"SWA[&5S:5D$;6@M=M` M;_(N?5UCJNKY]S0T#`#1T`+U6UO=E<*G8V>'@YZEBBMGP.E+10S:@9!L!L6P'%HZ5KSUM+-'40R4S(RW="Y@W@]JPRW1[KD MRLC9L.:`,$YROC;$^;X;B<_`TG<`.@+!:YTB.RP0PM9RIB/M494FUKXRIO1'V MJ,K]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'QGIC,BU'01<_OW;_`*?_ M`(E._=O^G_XE-ZCU,9D6HZ"+G]^[?]/_`,2G?NW_`$__`!*;U'J8S(M1T$7/ M[]V_Z?\`XE._=O\`I_\`B4WJ/4QF1:CH(N?W[M_T_P#Q*=^[?]/_`,2F]1ZF M,R+4=!%S^_=O^G_XE._=O^G_`.)3>H]3&9%J.@BY_?NW_3_\2G?NW_3_`/$I MO4>IC,BU'01<_OW;_I_^)3OW;_I_^)3>H]3&9%J.@BY_?NW_`$__`!*=^[?] M/_Q*;U'J8S(M1T$7/[]V_P"G_P")3OW;_I_^)3>H]3&9%J.@BY_?NW_3_P#$ MIW[M_P!/_P`2F]1ZF,R+4=!%S^_=O^G_`.)3OW;_`*?_`(E-ZCU,9D6HZ"+G M]^[?]/\`\2G?NW_3_P#$IO4>IC,BU'01<_OW;_I_^)3OW;_I_P#B4WJ/4QF1 M:CH(N?W[M_T__$IW[M_T_P#Q*;U'J8S(M1T$7/[]V_Z?_B4[]V_Z?_B4WJ/4 MQF1:CH(N?W[M_P!/_P`2G?NW_3_\2F]1ZF,R+4=!%S^_=O\`I_\`B4[]V_Z? M_B4WJ/4QF1:CH(N?W[M_T_\`Q*=^[?\`3_\`$IO4>IC,BU'01<_OW;_I_P#B M4[]V_P"G_P")3>H]3&9%J.@BY_?NW_3_`/$IW[M_T_\`Q*;U'J8S(M1J:D_M M8?/_`(4<7;O=?35<$38)-HM=D[L+B+I69-2TF;TA-07F>A\84WI&^U6L>*J> MED;%5PR/.&M>"3V*?>ZRSY_N'?EE?,_Q!R?:[5:9,5GE11I0NM$WI^!N2FE6 MIVD7$]UEH^L._+*>ZRT?6'?EE?/N(LJ?Z\?\7Z&7/AUG;1<3W66CZP[\LI[K M+1]8=^64XBRI_KQ_Q?H,^'6=M%Q/=9:/K#ORRGNLM'UAWY93B+*G^O'_`!?H M,^'6=M%Q/=9:/K#ORRGNLM'UAWY93B+*G^O'_%^@SX=9VT7$]UEH^L._+*>Z MRT?6'?EE.(LJ?Z\?\7Z#/AUG;1<3W66CZP[\LI[K+1]8=^64XBRI_KQ_Q?H, M^'6=M%Q/=9:/K#ORRGNLM'UAWY93B+*G^O'_`!?H,^'6=M%Q/=9:/K#ORRGN MLM'UAWY93B+*G^O'_%^@SX=9VT7$]UEH^L._+*>ZRT?6'?EE.(LJ?Z\?\7Z# M/AUG;1<3W66CZP[\LI[K+1]8=^64XBRI_KQ_Q?H,^'6=M%Q/=9:/K#ORRGNL MM'UAWY93B+*G^O'_`!?H,^'6=M%Q/=9:/K#ORRGNLM'UAWY93B+*G^O'_%^@ MSX=9VT7$]UEH^L._+*>ZRT?6'?EE.(LJ?Z\?\7Z#/AUG;1<3W66CZP[\LI[K M+1]8=^64XBRI_KQ_Q?H,^'6=M%Q/=9:/K#ORRGNLM'UAWY93B+*G^O'_`!?H M,^'6=M%Q/=9:/K#ORRGNLM'UAWY93B+*G^O'_%^@SX=9VT7$]UEH^L._+*>Z MRT?6'?EE.(LJ?Z\?\7Z#/AUG;1<3W66CZP[\LI[K+1]8=^64XBRI_KQ_Q?H, M^'6=M%Q/=9:/K#ORRGNLM'UAWY93B+*G^O'_`!?H,^'6=M%Q/=9:/K#ORRGN MLM'UAWY93B+*G^O'_%^@SX=9VT7$]UEH^L._+*>ZRT?6'?EE.(LJ?Z\?\7Z# M/AUG;1<3W66CZP[\LI[K+1]8=^64XBRI_KQ_Q?H,^'6UL>R26XWY7$7W7T(G)#XSN/HA[0BXN6N>Q=FP]#D[FZ[2;4#Y$7+S M6_N"H(<%V]SW-HOF\D<_*W++J\V%TVV*N&3#!PB,BG>&O^:S\2=X:_YK/Q M*5HG#)@X1&13O#7_`#6?B3O#7_-9^)2M$X9,'"(R*=X:_P":S\2=X:_YK/Q* M5HG#)@X1&13O#7_-9^).\-?\UGXE*T3ADP<(C(IWAK_FL_$G>&O^:S\2E:)P MR8.$1D4[PU_S6?B3O#7_`#6?B4K1.&3!PB,BG>&O^:S\2=X:_P":S\2E:)PR M8.$1D4[PU_S6?B3O#7_-9^)2M$X9,'"(R*=X:_YK/Q)WAK_FL_$I6B<,F#A$ M9%.\-?\`-9^).\-?\UGXE*T3ADP<(C(IWAK_`)K/Q)WAK_FL_$I6B<,F#A$9 M%.\-?\UGXD[PU_S6?B4K1.&3!PB,BG>&O^:S\2=X:_YK/Q*5HG#)@X1&13O# M7_-9^).\-?\`-9^)2M$X9,'"(R*=X:_YK/Q)WAK_`)K/Q*5HG#)@X1&13O#7 M_-9^).\-?\UGXE*T3ADP<(C(IWAK_FL_$G>&O^:S\2E:)PR8.$1D4[PU_P`U MGXD[PU_S6?B4K1.&3!PB,BG>&O\`FL_$G>&O^:S\2E:)PR8.$1D4[PU_S6?B M3O#7_-9^)2M$X9,'"(R*=X:_YK/Q)WAK_FL_$I6B<,F#A$9#*NVU%$QKI@T! MQP,'*U%)-2?VL/G_`,*-K>D1N.#.9M2HW%#5GJ-CI9&QL&7..!Y5V/>Y2[_0L_&GN4N_T+/QJPT3^H65]4'=]1 MO,)7GN4N_P!"S\:>Y2[_`$+/QJPT3^H65]4'=]1O,)7GN4N_T+/QI[E+O]"S M\:L-$_J%E?5!W?4;S"5Y[E+O]"S\:>Y2[_0L_&K#1/ZA97U0=WU&\PE>>Y2[ M_0L_&GN4N_T+/QJPT3^H65]4'=]1O,)7GN4N_P!"S\:>Y2[_`$+/QJPT3^H6 M5]4'=]1O,)7GN4N_T+/QI[E+O]"S\:L-$_J%E?5!W?4;S"5Y[E+O]"S\:>Y2 M[_0L_&K#1/ZA97U0=WU&\PE>>Y2[_0L_&GN4N_T+/QJPT3^H65]4'=]1O,)7 MGN4N_P!"S\:>Y2[_`$+/QJPT3^H65]4'=]1O,)7GN4N_T+/QI[E+O]"S\:L- M$_J%E?5!W?4;S"5Y[E+O]"S\:>Y2[_0L_&K#1/ZA97U0=WU&\PE>>Y2[_0L_ M&GN4N_T+/QJPT3^H65]4'=]1O,)7GN4N_P!"S\:>Y2[_`$+/QJPT3^H65]4' M=]1O,)7GN4N_T+/QI[E+O]"S\:L-$_J%E?5!W?4;S"5Y[E+O]"S\:>Y2[_0L M_&K#1/ZA97U0=WU&\PE>>Y2[_0L_&GN4N_T+/QJPT3^H65]4'=]1O,)7GN4N M_P!"S\:>Y2[_`$+/QJPT3^H65]4'=]1O,)7GN4N_T+/QI[E+O]"S\:L-$_J% ME?5!W?4;S"5Y[E+O]"S\:>Y2[_0L_&K#1/ZA97U0=WU&\PE>>Y2[_0L_&GN4 MN_T+/QJPT3^H65]4'=]1O,)5M?;JJVRMCJF!KG#:&#GT(G)#XSN/HA[0B\[EKGL79 ML/19.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRRZ MO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0-0(B(`B(@"(B`(B(`O?-2?1 MO_"5W+)11F#NA[0YQ.&YZ%V@YC0-LM:.C.`N;/RBI<;@AAK0[-ER1%.EJ9%% M2I">:D^C?^$IS,OT3_PE3H`=0^Y>MV[H?:D^C?^$IS,OT3_ M`,)4[.ST@`>1?0,G@/N3C5]'Q'$2Z?A]2!\S+]%)^$IS,OT4GX2IZ^2&(9E? M&P=;R![5SY[_`&NGD#'3[;CP$49?^H!3C1]'Q'$2]YX?4B7,R_1/_"4YF7Z) M_P"$J4RU%9#.=D`?KE<::KJM&L@DU)=62Q5,S888V-+G9/#H M3C1]'Q'$2Z?A]3G\U)]&_P#"4YJ3Z-_X2IZ6@$C`[-R\.&[@,^1.-'T?$<1+ MI^'U(+S4GT;_`,)7@@@X(P>U3DM`'`?A\84WI&^U6L>*JFA\84WI&^U6L>*^4?B5SJ1\K MVF])P81$7S0S!$1`$1$`1$0!$5?HJZT6V&BH7/B=4@NDG;Q:P$#`\N5M6 M.RQVJ=#)@Q9>7`XXE"BJM M;4#NDRD._P#4<2A4T[N$\1\CPJ@M^GW3L!C>7$_-=E2"SV2>65T,>7/9Q:#DA/RI#[WP^I M'`_B3LW&A;+S1K:82?,,S<_=E#<:%LS836TPE=P89F[1]65#9]$L->:MMM;/ M5M(+O"\(=N,J*W31U^9KVFJX[9((&/8XN+QC=QZ4_*L'O7W?4LK$G_D7('M/ M!S?O3(ZPN;%4T;:^*BF&Q421\YL_^_(N^RW-C@=+L>"&[0R<;2C\JP^]\/J1 MP+XFGQ7W9/4?N42U'RBC3-X=12:?JI&QM#G2MWM(ZP>"U9.6VTNA>ZEL]7/S M;^'U+'-:\@CRX3\JP^]\/J.`_$L'9/4?N7W8?\UWW*LJWEDK:FMI8 MJ>W043&N(JVSG)P.@;]R[DVLM17:U=]K%5VFDH7-+8X:MA,F1QWC]43.9#$WFV@XYW;W9&1Q'%/RK#[WP^HX$ND69LN^:?N6-\L<>-N1C M<\-IP"B=^T]!98GRU_*+^'U M(X'\21.FB:W:=(P-ZRX86..MI9=GFZJ!^UPV9`<_JJNL]3=+_P`IYLLU1!W# M3R.YR#.&O8#O`W[R5R=<5%MT=RC!EDIW-BI<%].)2(PXC@!U*/RK![WP^I96 M'XEVMIJ_"9G',AQ))R>*L4C!(ZCA MAR=S==I-N4#Y$7+S6_N"H(<%?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E;EEU>; M`4[B^)9YH4$"G<7Q+/-"Z%MPA.#:M![1$6@:@1$0!$1`$1$`1$0&CJG5U5IV MS6^BMYC96UTCFMEDWMB:.)(Z>*K&[7;5=Y;+7T]?42T%/)S8F#@&N<.)`4_Y M1M-R7G0L-?2QN?4T#W.V6#)7M+_ M`+T76SW-@AK9H&M2+?T/RGW"EIIH=0EL\$;0(I]S7;AP/6MFZ\L%QF;(VRVW MH\&63PA]RJ:SU,=36Q15)Q$#O'SBI_+=[;9J"H,]%%,8M\1SC:/4L2H9G5.A M[I=0"#VD*%Z)K;WR@7AT M`D90VZ#!D9!N\@RKL99::FIA#!$!LC&UTE+B6F11^K+G%1&H?31B;9SS&[.> MK*AUQY8[E;YHS-:71C.)&D;AY'=*GFH[3';+<^ME:2"=D-8,G)[%7-PIA4P$ MW*%D4!((YX8)QV(5JT[RZJ"=M7;Z>J;PGB;(/6,K8P<*JK3?[[41MAMSGNIX MV[(+F;L!=)NI;M:HCW;AYX@#>2E"BYKG!.W'#':HH35&X64[0S+_6X+?IJ"GKKBT4^^F`SD'*Y?*3>K;HG3=.]D$4MZ<"R MBD2?E0=!+%I^^SN="_#*:H>8?8MIPRM>J`[CG\P^Q7@]I&*=R<74R%C@B#@B]8>""(B`( MB(`B(@"(B`XFI/[6'S_X4<4CU)_:P^?_``HXNK9>21OV?V#/0^,*;TC?:K6/ M%530^,*;TC?:K6/%?*/Q*YU(^5[3>DX,(B+YH9@B(@"(B`(B(`JDY82Z2Y6F M`U+(8W1/)+N&XA6VJ9Y;/&EI]`_VA=O<_P`_A[=ALV-5G(^:8MTYK)W,OU)+ M*\#G(GP[>SVX/!6!24YMK8>[[Q:Z>*9X:UTE&T;1/5O50V:BNUIKX;G:XXZE MLD8R7OW9ZBN[J*"[5\E%57R[6RB,>)(6PR[1!X[QUKZ*=2BJ73!:[7:HN['7 MZW11-!R\0M:T#[UN6ZET_*9*^DN]/*91XF;?137^2Y3*7;!:T-D#3Q!.XG]$+4N.]H71MTCN3;QJA\T ME;S.PT`8$8W^"<<>/%6BV&E;!S'-.?'U/2.`:M&:_4,,@9 M)5U37N.RT;(P2A6J1K\H$%;+I]\=MBI&A[>;FFJ)`QL,>#DY/'H5!6F[6[2E MKN5KJ:]U4:PALC:+9[=X><_!&#Q*_0$E526JP8>]M/!$S9\(; M.`%^-6N+7!S200<@CH4EI]7U[+!64,U;4R33.;L.<\G9`Z-Z)B*!Z#UJ>G;6 M:ZN3F-<('5#G;6ST+]%6ZDL5!8[?3"D@;MT['M8YFUO+0J#-1'[B>ZY9=NX2 M2Y<7?"()QG]%<575W6*"SB@A=(TTD9)#,X\$*U#&VR3&LHZ6A$44$/,#?S8I MMP4(UZ*6KN6DZF&!D,C[B&$M9LDM!"Z=51:@K(BYU.\EPSLC*G:R_$6R<OK0A?`Y='?W4.JIKU(UYJ)0 M^6,1D>"]^\9^]>(K%>+A7PU%<*B%\[QF>=AX=>]8;%;(KUJ*DI8"YK'R`OVC MP;GH5_U5OEI;=#`*=DN'-WD;P,[T2J3%%3`J&W6YFFM650%7!7FF8V;G83N+ ML\/+O5[TTQJ*2&UFI,]IEC\D/C.X^B'M")R0^,[CZ(>T(N3EKGL7 M9L/0Y.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRR MZO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0-0(B(`B(@"(B`(B("563!M M;`[!!)R%P;YR9:8O<=3-WO9#62L.)HR1AV-QQP7=LF^VQYZRNHT+R]IY:+K9 M[>P\W@ZD?CNHH9;/?IZ&H8X2T\I80=V2#N/\J:V6JT]):9Y]1T$DS6R$QD/Q MT<%(.7'2YAJJ?4=-&`QX$=00/\N@_=_"C.AJ&DO4;HKO64\<+">;ADP'/R"# MA85J-N._]1TZ;E4HK'&*72MACH@]^-J1^=H\,E7U;;K5"ST5;51,EFD`VVQ' M`R?*J"J.3VT0U#'P54KFE^0USAN&>"LJMN54+?;;%;VO=+*<2N'^#/+T*::R M'$M!8_?.WU%(]QD;&Z/PW"0?!QQ5=16&/76HI[G4-+***39AQ_ZK1TX[5\K* MVOOFK*.T4]*&6J(#NB5PWR$='D5@FFIH`RG,(@#1ACH=P`]2C`5SCGQ0T,-1 MWMI*4EL+,N+-P;V+2KM-4U14"HYMLG6Q_!8Z^^4&EZK:J;C3LBFWM=(\>%U^ MM?(]1'4L![TN9S.<&1IXH1<<"/2[VWC:@G=`P'/-P\#Y>Q3.DM,<)YQX#I7< M7$+9M]O;31#I=TN/$K9+@#A&R5":LE/&!DQM/J6$4=/+N=3L(/8MQYSN7N*/ MIX!030TZ^LMVG+//*N^\I&J:FOBIY9G/=AC!\&%G0 MW/`;E>&M;;/KBY0V^69U/8Z-VU)L'#IY.CU86U0VZEMM*VEH*=D$+=PV6@$J M:#/I@47>=`5-AM,=163AU5-(V.*",=)ZRNCIO0=NK)IZ.\5C? MD\%;MTL-'>H(X:P/+8Y6RM+3@APX+:?00C9,<+&.`^$UN"5-$5<<3*DKN2/8 MVNXKGMD#<)6`;_4H%>+#<;'4O+A6:4LFH>>HXXH"]EP#R!+(YI&&QCIRIM;*R:ZVB2X, MGC$,L9=S6=IS-W`GK62#VD:L[V(NIG"'!%\'!?5ZP\$$1$`1$0!$1`$1$!Q- M2?VL/G_PHXI'J3^UA\_^%'%U;+R2-^S^P9Z'QA3>D;[5:QXJJ:'QA3>D;[5: MQXKY1^)7.I'RO:;TG!A$1?-#,$1$`1$0!$1`%3/+9XTM/H7^T*YE3?+46]]K M1M`EHA?G'G!=K<_S^'J>PVK%RR[=A!J:BJ+M24<,;XH(V%S"^24-!/7A3&P\ MDPNTA,VH:,,:,N;#E[E"^Z[&VGPVWU)EZ"Z?=GR!=KDVN\ENUU1NAPR.<\TY MA\($'RKZ)<==U2N+,MW(WIF.<&6IJJS'"/X(=]RZ]1R=Z0IPT=XF_"#=[SG> MK!+*"AD@D;+&UQ?EV7CFK=IG M1U^H+?0QTK*NF.UL_P"1"J[D`D+-:5HS@&C=D=>\+LZRY9+=>_\`HK=!-S8# MF&1XP'94$Y++UWHUM3G@VI',GUE065:,OZ[6RGJ+V^1TAC?S>UM-.,K#!;[= M6W*BB<6EV\DYWG"YFHY*FKN\3Z:*:1O-8/-@G?DJ*:FDGMEGFJ*GNFAE+"() M,EGA]&]6,6DCW++IV:BU--2...D[U72H\38EX!=JP-B;))--:);B&[@P$AH/;A<56-8)[]0:.$= M';8Z:&24F2IE80Z?/#![!N2'$1NB(ZV/'<;[R9(+;.\LQ$W?&&]0Z>*L^#EF M@M\5+06J@?7!@$32A;2Y@?(Z2&IDVAEPW;CT+JZ M>TGKZQ6DT<%!ITACR]CI8V2/)/\`W85C$FFJG8'*??G/8^73_=2LLE@MVFH*ZCM-+1S^`0Y@WM!XK MAW*\R"[P24E8>:V.=+ZO45=>M57&G,<%)"8(P#CPANQ]V56Q MWN.%=W)SR:R:MLM5)?Y*V.!\NU!LU#@".LMX>M=#4?(5;;9$RJH9:B6%I_K, M<[+MGL57>94\U5(KR/Z7967EUQJB08=T;0,@\-ZOJ8VD$1W"I$)!!9G=G"Y6 MD=-4.FZ)D=&7.:]NUM.X^0J** M6(':#<'&1P7-B;$R)C8?B@`&>;T?HJ6I;XW:='.<$#<[:MM*X<#$T_H M%Y/=4J02NWR-&VNJ1LHB+QAH!$1`$1$`1$0!$1`0C6OC*F]$?:HRI-K7QE3> MB/M497Z'W(_LEGZGM9J3/:98_)#XSN/HA[0B:W]P5!#@K]Y0/D1CIM,OL37M?65+VES/ MF-!SGV*$::Y.)=0T%LN%+=(!(S=)"#O`!/`]:G&N^2%^IKQ+=[=7B*IG(,L< MV2TD`#P<<."C%/H"]V&MI:8ZCIX^Y7B4QLRTX/'?G>L*Q-MNB-^_V6XZ:JH* MNJ:7TC",OSN=V+7?K$7VZT\^FIQ35+#B>FF.#,WJ:>E:?*BZY54--&R_TU70 MQ,R86R#;#O\`NQQ5;V%P%YIMIQ&7@9!PIK>0H%FMEVZ#N>IO=3(^[PQLIRPC M8VAEN_CA6]45+'T$\KR<-:2<#)P%^:]'ZAJ[;RC3R/>9&.YI1S'3C=A0B6SNB(;@L-PE;#2 MN:#C:&">Q>;2"+?&72"3=\+:V@?6N97U)J9R`?`;P4ANXY[AM\!LL'!J\2;, M,>W(X-:.)*V'[+(RYVX!?(+:ZJQ4UF6QC>R/_:DH<#U+ M3FMVJ7';BJ(V#YA`4O+@UNS&T,;V!8QX1XE!0@QO5RM<@BOMO$<1.!41G:'K M76=L2Q"2(AS'#((Z5VJVGCJ8G0S,#V.&""%&:&F?;*N6W.<70N\.#/0.D>K< MI((1RF6EM58F5S6@2TSLN/26G=CV*G\G@OT3?Z(55GK:=^\/CA4+R03F'E$H`#N>'M/X2OTG45+):6JC`(S% MU$)'!?5\'!?5ZT\`$1$`1$0!$1`$1$!Q-2?VL/G_`,*.*1ZD_M8?/_A1Q=6R M\DC?L_L&>A\84WI&^U6L>*JFA\84WI&^U6L>*^4?B5SJ1\KVF])P81$7S0S! M$1`$1$`1$0!4SRV>-+5Z!_M"N94SRV>-+3Z!_M"[6Y_G\/4]AM6+EE]Z"K%E MIZB6DJ8ZB!YCEC<',<.((X%8P"2`!DGH73I-/W*K&TVF?'&.,DHV&CUE?0CM MMI8GVOU+>KHK&_*I:#6$CK'';J:U1]WAS=FH8"26MZ-GKW*/R5E;-=G5C]MM29-LEK#N/ MD5ZHP*!DHUUK"&\TE#:K671VJFC&S"H#*MW2G(U7ZH M,-UN=7W-1SG;=F1^>TG@HQ9D34* MN/RA3.=2UT,CX6O,;VNYN5NYV#G!'4OUK07NWUVF+=//#!MRQC9IV-R`1T`= M"I_E'TQ5UFN9ZJGH).;(81)M`L&/^T#/J5@R6N>/1D,]CDB=6B,";`WR=@'0 MI2*115*MY5+S6T^HFT])*ZDB+-O8@<6G?T'"M#DKJY?<;#/43/E<79<^1QY[BYQ)<>)/2 MMBWLADN-,RH.('2M$ASCP<[_`-%7.,CEW8G[/TSS5-9:9L6#'S8V2.K"ZDLH ME86G>#T%"M][RQ_]0$M(P0%PJML5)4ET&.:=X3MMP."I12(_*UQ MI*FCF(GAEC(^<"OTI93FQ6\]=-'^T+9>+/=8):>ZTT,\)X#B/M497Z'W(_LEGZGM9J3/:98_)#XSN/HA[0B:W]P5!#@K]Y0/D17M/+1=;/;V'FT'4CCZBU%1:8M3ZVL+R M!N9'&W:6RL#&S;#HND<-ZPVZTW&JJJ<04TH,CAL/+2&^7*L/DHT?;;]SW?ELD; M-IKXFO):V4?ROT0ZDH*2@;300Q"%C<-:`"`HH6SG>C\ETE0+3K>45C@TMF+7 MNXC.5<-)6R-J@ZG`?`\`\ZUWLZU2NN&\LQC%6\8]:D6F;TW3^FHZYT\\ M[7R%KZ=HSLXW#R*4RL4-R9?%ON,M3,V.9^6M;N7NL@GCE-122`-[5)1W7,[-COM37 MW"II*FF9!S+&EIYS)<>G=C@NG=J!]WLU9;XZEU,ZHC,8F;Q9GI59ZBJ:7OI# MW;#44]/\*"XPDC9=U'K'E7?M6M*IFJZ33+**>N'-A\U>&X:`=X/DX*&B862* MT6H:5TM36J.I?4.B;L0MZODYR?`WA@P%HAQAIRX[GN.&^ M7H1!XFQ2T[:JH)/D0.XPNJ)9Y"R`;1'%QX+:925T<0G.RYO3O6&:HI+31=T5;VPPM&!GBX]06 MM:=6T-Y9(**1Q8PX(<,%20=5[7&(.(XJ.7+#*N*1Q_J-.R-W0?\`]*6$A]OV ME&[HT/C`QX6UD%$&134EYI+33N=4N<72$L8QC=ISCV!4K6T+6MGG(<"7$[+F MX(SUJRM76VMK=34TWI.#"(B^:&8(B(`B(@"(B`*M^4V+3@K;?47R>JVV1N$=/ M3M']09&22>"LA5ERGV&KO=WM;::%SFMA>'/`R&G(PNWN?Y_!V[&;%DY5%?SZ MGH*?:99+'3PL;OYV<;%3532GH:YQP!Y%^A-#Z%MVF='5- M=>:2*>JJX]@M>WBW.[<>"XM1I^T&M8:*VO$;V8+68(SU;SG>OHE*G7<26"*P MMV@[E5/B,P#(Y.EIRO>I-.V^RT@#'.=.#@Y=Q4PQK2X7N*V4]DJ:*A9(UC]F M,%P;VNSCAU*P+7R+VZ*Y=W5]3+,"_G!"\YQV%+B*QMGYYM6FKY>IFQ4%OJ'[ M>!M;!#<=I.Y2ZUZ"J=.7:&HU`^U&D<"V2)]3EP!Z0,<5<'*)I>KEL;*>TWF: MCQG8I6##)!G@2-^Y?G2\LKK5='4M4W9T$R<*FF8R6J=X(:<-P.!`ZROS!4@,G$ MD``[9_R.[A_Y4U(<%UQ9 MUD=/4RUO9U[DI4AMI4184,C:BY&HFDR7'*ZDLT=K> M*B-X9&3M%G1GK5)0:Z-)4MR2^/;W^13:\7^EN6B9ZN%VTZ$@9!Z]ZL8[T>=8 MV_55_J*FAMU+;(;.]X4""TT$EMMDX:R,8EE:>SX([54NM;-?E"UK:[ M)324=!'$'M.R^5C0'$]3?]K\Z7&M?<*Z6IDW%YSCJ"[%PI+I>(9;G,TL@8SG M&[?2W.,_>HZH9D@2QTA3+DQTU'J76-/!4`.I8/ZTS3_DT'A]^%#5)=&:RJM& M7*6LI::&A51>+"X_1M[AK;/`ZHLTV0T?$2GP<=AZ%7,'*[? MH:N2&HI6QEIQC)(6Q;^6>V7(&&Z4DE(7#XP>$P?RN%TRQ^2'QG:W]P5!#@NWN>YM%\WDCGY6Y M9=7FP%.XOB6>:%!`IW%\2SS0NA;<(3@VK0>T1%H&H$1$`1$0!$1`$1$!-=.L M)L\1QTGVKJ[#NI:&FO$<7E=[5UUY:T\M%UL]S85_XTOJ15'*+HZ%CYM14]I; M758+*K:`BL]14T]4*2*H'-R!WP3GKZO*L29L1*EY&XZ.GG@D9I^Z25TU$`QD#.#&#J M(W+9%+JR\VYTD%WDH0S@K56539N?J9&A[VGP26`<6]8[>E< MNHURV\T=77R.J)Q#X79ZAY)V_\23P5]TF MCZZ&!]107!M-531AKW!F4T!IIG:U!0VTTU2:UPCMXC_J1NQLA:/)T^2DT-#/ M78:0Z0,ED`#N:VCLY/5C"JRDL.HH>4!UGNM3+<<0OJ61.>=B[:/J4;T4+E!#/%76B.W,9@11QNR"W`WYZ5WGO(U#0D\"URD@[50[;D<3 MT;@N/L&2IF?VX"ZTF=H^5:M+"'5CXG$-VMXSTJ$&5WK:_P`_NMMMGK*$36Z1 MK`'-^%M'BI]%:K=;J%D--3-CPT;.[?O7FXVFEJ*EKJBG8^6(^`_I'D70HZ9Y M>V>I.6L^""I!DJ0*6WLB/PL*.3DOE`)\%HR?6NG\;1[%.-653*VYLI&'P(=YQUJ'LC- M9>WEF^.$;#>URL5K>67R26CF'U=2!X)+6L./+E6E6X%#/Z-WL4?T7;Q;-/P1 M$?U""]WE*[U8[-#/N_\`3/L40^VB)G)1=3(&.`7U?!P7U>L/!A$1`$1$`1$0 M!$1`<34G]K#Y_P#"CBD>I/[6'S_X4<75LO)(W[/[!GH?&%-Z1OM5K'BJIH?& M%-Z1OM5K'BOE'XE%&Z M5Q`W!K2,[_6%L*#\HNL:K2M+"VW3-96537,P69\#I.?+A=K<_P`_@[=C-BRJ MLU$XU=>J5T`H73W^S2/8Z"YT^3C`=(&D?>HMHSNR[:5KH MJBL=M53'Q1GYN<[U6-SM=7::Q]/51/86N(:XMP'#K"^BMT1UE#G-U/T]#E.4JJL= M)W%6PFJIVC$;@X!S.SM5DZ.O]7'9WT]@H34W&M>9ZJN?\3"3T9Z<=27,7PN\ MM/4%3;X*$NK:B.)X']/)&T3U`=*_-'*O5BJOU.YD4C&.B#B7'<3O&X8W<%9L MC:.U5$ESN=8+I<^+JB3P8H_-;P62?DVI]:]R7:XSR,B&2(F#'.#/7T)2X**L M52L=!\E=UU)>J3OE334UJ?'SSY\@9;T`>57I>-5T]BI8=-Z5I&U==&T1L8!_ M3B'6X\%MU].VT62*GGJS3T$$;8V1-/A$`8`VNE1_6%VMNCM!S5]!&UE15LYN M%Q/A%Q''U<4HB7$WP*.%Q(P2OLD MCI972/.7.)<3UDKRJLS)45`I%9[L8[#=+<]QQ+&',W](4=7N)^PXGK!"(B)5 M1=EDUNZTCHJ2H`;554+&Q,'%L0QO M=U$D<%!X:=\F'N:YL.<&3&X>OK2:HDK*GG:F5SG.P'//'`W>Q2#4]51.IZ.B MMDN:.GC'E>X\3]^4Q)2S;M9&78VCCAG>!]-420R##V.+7#M5BT1%XTT`B(@"(B`(B(` MB(@(1K7QE3>B/M494FUKXRIO1'VJ,K]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1 M.2'QG6M/+1=;/=V'FTOJ1 MY7,OUFI+]:)[?6,VHY6D>0]:Z9&]>'<%A-EGYRN=/=]"W,6^ZP&JM4CL15#6 M[3F#.[?_``MRML5JO%*1&&4TT[<<[!X+)1U'M5TWNUT]TH7TU5$V1CN@A47? M;97Z-KI7P1=TV^4_U(7CP7#J5E>8G<2Y1L$0>(\-`;N): M>DJTJ>K>RCC=3F)SSQ#W<%^?^3ZWVA^KJIMP;/%/"QQBC<-P?GI(ZE8FGYJ2 M75]19ZV*26.MC.V"[P6D9.<)B5=SN+#JYK=::N\FL:*=Q`CD>(GDG@"?]X5:WF3-K#4_4!8`<8W!6QS][KJ#S&?Z4_1CMZE(F5U//$'PU$;VG@0Y105-QCHF8+O"/:M>KJW.:6 MMW!:TM7$T9+QY`LLM4]PYP^! M$WK<5VZNI93TSY9"&1QC)*H#7%XKM1762M M<#0U'HW>Q3![2*3>3BZF0`<%]7P<`OJ]8>""(B`(B(`B(@"(B`XFI/[6'S_X M4<4CU)_:P^?_``HXNK9>21OV?V#/0^,*;TC?:K6/%530^,*;TC?:K6/%?*/Q M*YU(^5[3>DX,(B+YH9@B(@"(B`(B(`J9Y;/&=I]"_P!H5S*F>6SQI:?0/]H7 M:W/\_AZGL-JQ`'0IC3ZYM-6,3LCVB-PECVE4Z`XX+Z M(HCL.6FZEI2-L%RO%'57'F.X8R$`&0]`/8I#6\HMF@I^Y:5S(*9@PR*$8 M'KPJ.+W.&"XE>4SB-ZULM"TW6TZOU13T=RNM11P.?X&R,,..@YZU?EPNT=FH M)GQ2Q.I(8,M!10W4M# M`E>$1%!<(B(#9?+3]PQQMC=SX<2]YX8Z`%K(B$)4/H!<<`$GL0DXV3T+N45. MVW662YS#$\O@4H(X_.UQ;52UQ MZ#N4[M<+JI_,1O`)8X-)Z#@J\*N,$V*KH5[7/=)75#W.VG.D<2[KWJTN2BB, M%NK*XC?.X,:>QIWJ!WG2U?9[73W"K#6MJ)"UK!O([2K0T$]M/HVC:.#BYQ/: M2H2O+1M9MQMZFK:6"6@%=*V*F[I:7N.\#"L&+7NEL-`N<>2-W@'>J2Y3:LNC MHX.@NV\+%;KQ2P]S<_0M=5``,:3N(ZU-*F*M%4NZ+7NF)R=BYQ$`EIRW@5[V MV2_U(SEC_":1T@\%0UEFI(VU4M=1@QOJWG:VN#MK<%>5&6NH:B/M494FUKXRIO1'V MJ,K]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'QG(8O.=[5V"%Y6T\M%UL]W8>;2^I&,A>"U9<+R0L)M&L^/*Y-QL]-70 MNCFC:]IZ"%W2TK&Z/*DJT4+JO0;[9,^KH80^)Q\-H'`=HZ57MSO#[;,8:83T M[V_!,L*K=>1%FK;5+8.[::*%UQA:T2%P#7N`XYZPI;:9S!1UFHJBGC=*(6B!S?FGB,J@ M[A:;C:*I]-6TTL$HXAPXA6OH^H>_DNKS-*YPB(<`?\6YQC]%*=28H:7HBNIZ M.:K@DCBVI8&N,U,.EF?AM/\`QQY"H("YC@02'`[CTA3&Y:HDHZIKJ1K7=.3O M"B]7-W=6OFBIQ&9#DQLWC/3A5B+RVZ7E_P#)EKB*_6AEMJI"+A3,`.U_ZC1T MA3ES6B0NZ#T+\DV^X5EGKXZNDE?#41G<1N/D*N33G*]0UD38;RT4LS1@R#): M[_2E,K%`U@6=/'#50F&:)DC#Q#QD+298[9'CFHG1@?XL>0/N6&GU!:JN,20U M\+@1GX8"CFM]60VO3=2^WUL1K7%K&;+LD9."?4%)3$F;&4T)V8FLVAV@E:5T MN=+:Z5]76SLBB:,DN.%3U+J^ETW-5S-+ZJY!@9MR2N(E)'$#@%%;QJFY:BE, MMQJ`8VGP8=X:/4E25"R2Z@Y16WRN=31;<-`.!Z7=I4*;#+<;F^GAJ-ICWD@N M.["U*B9M0]HBA:SH`:.*M/D]Y.:BK8VXU;0R/((+QQ'4%%:EVE"JK$ZNA]*3 M4M$*GFXI#""8HW'XQV<9*M:PVT6NWAKCM5$IVY7];BMJGMT$`8V&(,:T8``6 MYS11LHD>"Y8*L_\`13^8?8MDQK!6,_Z*?T9]BM![2*3>3BZF00<%]7P<%]7K M#P01$0!$1`$1$`1$0'$U)_:P^?\`PHXI'J3^UA\_^%'%U;+R2-^S^P9Z'QA3 M>D;[5:QXJJ:'QA3>D;[5:QXKY1^)7.I'RO:;TG!A$1?-#,$1$`1$0!$1`%6O M*?9&72X6Z1[W#FXGC9'`[QQ/0K*5:\J_<(.W8 MS/9G2:J%EJC!9321^9(0K8=3PD_%A.YX`,[`45+9K>DJ M2GY$](Q`F:*H>>C,Y71@Y,M)4M!44<=MRV9I:Y[G;3QY''>%9+8(7@$1%!<(B(#)#"^>5L;!EQ6]26LR704T[VMC9A\ MK\[FMXE='2E-S\\X+M;FJN8M48H("#4RX=.\<<=`*M2ZIB<3SLU''U M!(XXZ#P&8)/W+)2B->JBCJ;%'G),P:7?"SDYWYZE^>VN8[=7S@OZ-K/M5$S+'!J.KRC&:._1TTS'-?$S):?*N(V]1B MLIIC$_$0`(!&_"[&F[3*(S8<&<@WMG6%EEJW/B):[#."_1=GADI[';X)6ELD=-&Q[3T$-`(7E-U/)R^MFC;U"E"T M;J(B\8AR=S==I-N4#Y$7+S6_N M"H(<%?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E;EEU>;`4[B^)9YH4$"G<7Q+/- M"Z%MPA.#:M![1$6@:@1$0!$1`$1$`1$0%@Z5\0Q><[VKM*%Z:OT-'":.K=L, MSEC\;AV%2?OK0'_ZN+\2\U:Y,R&=%=BSVF3[5)BLT"SE5*AN+X0M7OI0?6XO MQ)WTH/K<7XEK[W'J9N[_`"NDN\V<+X6K6[Z4'UN+\2^=]*'ZW%^)-[CU,;_* MZ2[S.Z-8)(=K=A?>^E!];B_$OAN5`?\`ZN+\2;W'J9#G2NDN\Y5?9*6M:6S0 M1O!^:=(!L]@W+>L.B[=:JR*W<[24M9*[`,TPED= MYH&,%6O,VUS#?40@]>544>D:JW:WN=RCDBJI8HS-;I9'[A)P`)[,E2I<6HAS MY>F)=YW=3OVJN]1ZC)PJ3TEWE5`X*VX8*R[5+(J>"2:7@&1,R?T5T6[D0LL< MC)*Z_F5H/A1L:&Y]:LBP6'3.F8@RUPTT;^F4[WGUIO4>ID.TRM$2[T0#D_Y' M70MBN%]C#7[6TV#I]9PKEAH8*=K6M#0&##6MX-"UQ<*4\:N/\2]=W46/[J+\ M2G>X]3*[_*Z2[S;\`(7-QP6GW=1?68OQ+[W?1?6HOO3>X]0W^5TEWFC=[%][NHOK47XER+U>J<4KZ:FD$DC]SB.`"R29$R.-)(U[5:I,$J)N) M8:R*#@OJ(O4'B0B(@"(B`(B(`B(@.)J3^UA\_P#A1Q2/4G]K#Y_\*.+JV7DD M;]G]@ST/C"F](WVJUCQ54T/C"F](WVJUCQ7RC\2N=2/E>TWI.#"(B^:&8(B( M`B(@"(B`+2J-(4FH[G35==([F*5I;S+=VV201D]6[@MU;-'4]SN(/P7<5U,C M3X)%M@CF.BO\50S6>)0S$XCH]SOI8XH*`1PP1_\`I@<1U+PZ:Z[9YL-C;T#* M^]U1G?S@7PU;.AP7T16F2_\`-=Z.MGPZS`ZHU,SXNJI.P.B)_E:SKKJZ)V3% M1SM'^+1LE;IJF?."^=T,/%P4\)D]-=Z&^+6>:6\7^JWS4L-"&'>''G.<\F,8 M62?:=X).2\[UX=4QM&<@^10S7FKZ^R6WF[5035%9."UKV,)$7;NZ45HDO")= MZ&>G=4B_+;=K7WKI+0R827!DG.EK3G8;PW]1[%1ZZ]1:+]7U4E1/0ULLTCBY M[WQN))*PFP7<'?;:K\EW^D3_P#X7?Z6=FE;Z[!%KJ<>8H9FL:RV5)`/$,5G:9.B-=Z,4,4.=B0U22R MQQ=P\Y@;0)SCBN<=.WD'!ME5GT172H+'?H&2!MKJL$9^`JJ?*6,2[S-,C@:N M:)[R%4NU?+C7'ALFN]%7'#7$V2^?>-J/[EPY,\X[/')6U)7"1A!CW]8* MTUY#=-:I4UP2Y<56JUIV'/MDR&*B3"(B\J:01$0!$1`$1$`1$0$(UKXRIO1' MVJ,J3:U\94WHC[5&5^A]R/[)9^I[6:DSVF6/R0^,[CZ(>T(G)#XSN/HA[0BY M.6N>Q=FP]#D[FZ[2;4#Y$7+S6_N"H(<%V]SW-HOF\D M<_*W++J\V`IW%\2SS0H(%.XOB6>:%T+;A"<&U:#VB(M`U`B(@"(B`(B(`B(@ M"^8'4%]1`?,#J'W)@=07U$!\P.H)@=07U$`#=IP`&23@#"S5='+15!AG8`\` M'=O&]9+>Z)E:R68@,C!?CK(X!9[A405='321EPEC+F/:]V7$<05BBCB4Q*EQ MEA@A<#;=YI"G>:8U&R.;#]@GMQE9HK>^2G9.98(V/)#><=@G"ST[6S6B2`2Q M,DY\/Q(_9R,+88X=[((&NHGO8YX=SKAN\BI'-B5RU^!:&7#C\#FQT4LL$\S& M`QP_#/KZ%DAMLLU/'*U\+6R$M8'NP7$=2Z%#5TE)'!32DNV]OG'-=X(VMPSU MXP%@YF.:WT<0J8&,#J"Z=QGIIJ*!T!`<][GR M1_-<>/J7,627$XH:M%(X5"Z(8'4$P.H(BN4&!U!,#J"(@&!U!$1`$1$`1$0! M$1`$1$`1$0'$U)_:P^?_``HXI'J3^UA\_P#A1Q=6R\DC?L_L&>A\84WI&^U6 ML>*JFA\84WI&^U6L>*^4?B5SJ1\KVF])P81$7S0S!$1`$1$`1$0!$1`%ECIW MRQEXTM8]QD!V7#.['%9Y$,$47Z\*,M"DW>87Q.8S; M."W:V<@]*.@D;MY'P`"[UK,T<]1\VUS&O$FUASL;L="RES)7536O9X36@%QP M#A9E(@:KKP[GYELQ&K%3OF8YX+6M:0"7'"&"0#((+=K8R#TK/%(VGI9V.$3W M%[<-.\%?&2,[E:"0#SX=LCH"*3*S4GC2K[QFPT^)KF-[9N:.=O:V<9Z5];%( M^<0CX9=LXSTK8F:!7F;G(RPR@Y#P=V4V1'7"0R1[)>3EK@5'!THK\*T["<;G(SPPOK*:1\0DVVM:20"YV,K?94PB1DNV!))ND[,`^WTL<6EP..D'(644TI9M9`)&T&EV\CKPL"Z$3F.C8)C"^(-QSFT-+BT;3L9*SM+744;&B! MQ!=GG#@CAA(IH8Z:!DK&28E)<#T#=O6:&1*JJX4\;O4LH(=)JOADC87.!`#M MD[^!7UT$K.1M/+2` M>G>JQ2)2O3U^%?H0X83R:29K"XXR!M%FUX0'7A?!32#$QDG,R1#B7'#F>1:3]GG';!);DX)ZE@G2H88(8H= M)2*%))H\HB+5*!$1`$1$`1$0!$1`$1$!"-:^,J;T1]JC*DVM?&5-Z(^U1E?H M?UFI,]IEC\D/C.X^B'M")R0^,[CZ(>T(N3EKGL79L/0Y.YNNTFW* M!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRRZO-@*=Q?$L\T* M"!3N+XEGFA="VX0G!M6@]HB+0-0(B(`B(@"VX:-CZ0U,M0V)G.PL?4B6=C&P!I+P"=H. MX87R*VFHBJ9()FO;`T.W@@N\BW8Z^$5%QV[R^'F9G#*JM5_G33U:#4-#(+8*XN&P7[`;TGM7NH MMDM.:7:>TBHQ@C_$GH*W9:VBD8^F:\MIVS,YO(_P'$_>OC[I!5,(DB;"65#9 MF%N3M=!_0!%,FXT^]`<$JE*WT\=)J3VR6GJY8'.:=B,R!XX.`ZEX-`\545/M MMVI(P\'H`()_A;C;C`Z.L9*23X?<[^QQWA.Z*5TL%8:@-?'#L&'9.20"./K4 MJ.:L5X$."6_99J.HHXZ>*66J:PRM+FMV"=R^SVR>".E=D.-1N:T<6GJ*S.N& M8**G;-LPAF)ALYZ=_P"BV#>(9"][H&QOCF;-%LDG;(W$=FY,Z@E0RG= M75]31EH&1B0-JF.DA($K<$8\G7A>GVZ)L4#VU;7<^<1C8(SOPE4VA)GG94&5 M\CLLC#2"W/65\?51BGMP;X3H"XO'_P"65*<;2HWW?#U*M0*M4N_X^AA-(X25 M3-IN:<':[<'&Y;#K6`]T3:ECIVQ\YS>R1NQGBLE1)2L-;+%4B5U3N:P-(+:>IV MOZ;(V@G'2`5EF./&'4S%+S-.M=QJ34;64QJ(9VS1A_-NPT@@^M99[5+3U%+$ M][,U&,$<&GI!\BS"NBJ(8!4O#3%.7N:UN`]O$<.GH63OI!4B)\T;87Q5(E&S MD[0/PEBSYJT:_H95!*>G5]32FMLL$]1$YSSPVNZ-_8 MF?-6/W]_;(4$MX?\^^WJ-.HMLM.VE=M!XJ0"W9Z">@K[4VN2EDJ&.D8XP,#W M$=.>I;K;G3\RYCR7&.)KH=W"0#!6">MAD;4^'DR4[&#=Q<,92&.;6C7W7T)B MAE:/NY^9AFM[8&N:^I8V=K. MLG,EU^_7[U&C%;Y9FTQ:YH$X<)*].H`YC)()VR1.D$1=@@M<>SJ6Q M3U\$4%)$XD-#)8Y<#>T.X'M7QD]-1T[((YQ-MU#9'O:T@-:.CRJSCF5^];*Y MDNGWJ1@J+;+3SU$3GM/,LYS:'!X[%]EM[86EKZE@G#!)L$$`@C.`>DK8%PAD MI*V*4G:PX4[L<03O:5D96P"FI/[6'S_X4<75LO)(W[/[!GH? M&%-Z1OM5K'BJIH?&%-Z1OM5K'BOE'XEUFI,]IEC\D/C.X^B' MM")R0^,[CZ(>T(N3EKGL79L/0Y.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[ M@J"'!=O<]S:+YO)'/RMRRZO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0- M0(B(`B(@"(B`(B(`BY%^U);].T[9*V0[;_BXFC+G?^%J:0U=2ZPOT=IIJ>2G ME>QSP^1V1N__`&L$RTRI;I%%1FU*L5HFPY\$#:)$BXU;?G4ESJ**.WSSF%Y8 M9&D`$A9A1GKF'^E7ADCI%N`6GH,Z:+F=\JPNV6VPN[>?;_I:4FK[? M27".CN#XZ5SG;+B9=O8[2`$X9(Z0XOM/09($76H+-#=:)U5;[G35$;1D['$+ M(W3SG4YF-9$UH;M'+3N"CALCI$\76KH,XJ+:K8;?;Z.6IJ+K"V.,9=AI/1E< M&S:GL-ZB<^.X.A(.-F2$@IPV1TB.+[5T&=1%MVREIKQ<)**BKFR2QC+O`(`7 M1DTM7L>X##L#B.E.&R.D3Q=:N@SAHI)%HVLD8'&:-O80OKM&U;1NJ(BG#;/T MAQ=:_=LC2+MU&F*JGBDD=+&6L&3A<:>"IAB=/S+74[7!KI0\8!3ADCI$/)]J M7^#/*+AWC5%+9)^;J8I.;(S',/@2'J!ZUNV>[TUYLG?.%[(H\D!LS]G)':IX M9(Z0XOM/09OHN*R^S/H:FK[V2\W`6CP9`2[)Z-RZ+Y*]S(S2VUTY>T.P90S` M]:<,D=(<7VKH,V46FY]Z9&9'V9C8QQ+K5T&==%QJ_4,5JIS/7LACC&_#*@/<1U@`;UGM^H;-=GM9;[A'.]S=OF\% MKP.T%6@M,F-YL,5YCF6.T2XTWI.#"(B^:&8(B(`B(@"(B`(BT+Q>:&PV]]=<)N:@:<9QDD]0'25> M""*.)0PJK82;=$;Z*L).6FVMD<&6FI>T'<[G0,^K"\CEJMYXV>H`],/]+I<2 M6_W?BO4S\%G=$M%%6(Y:;:?_`.*J/S1_I6-:JIUTI&5(A=$QXVAM'.0HXEM_ MNWX$.SS5C";"*':KY0Z'2U;%2OI)*I[VEQ+'AH&_'2%R[7RM4EVN5-006BHY MZHD#&CG0=Y]2GB6W^[?AZC@TVEM2Q:<^S3K/%F386F8XH(H'2)4"(BP%0B(@"(B`(B(`B(@(1K7QE3>B M/M494FUKXRIO1'VJ,K]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'QG4*:IAY1;S!'521-[I^D(` MR`NAI/NFT5+J^>YTLX>WFVL?*7C>1OP?(M+E8AYGE0O8<#@S-/JV&KE45QLE M+()74E6]XP<.F&!_Q6%8F>)-PW'9^_4,D%0&3F'#Q`<-:.C<.GBH2Z&H MD:9RR1[2=\F"03Y5M7:X"Z7)U0&.[@KSH=17B6YVZQN,-Y/6JKM_*II^FO1I MV6N**&+(#R"0]W7A*BE#D6CW76G65)S;JP4DC0V>9U,U@WC?P'6O=XFY6(+S M4TE)4U]7`QW@310MV2T[QT>I3"Y\J]JKG4]%2QPO[H!)(:001P_E2>_:Q;8I M*.#GJ2(RP->.=:XEQP.&%!*:13'C+I M>WVRKN>HKJ!/$9)JPM/0%.H]0UM7:WUK:L-8.B-F\^HK3LNJY)=04M!)- M4[M>IM%^EIN]UK MYITK)07.GW1O8=QSVX4PO[J:AU!!5=U"*5T1:Z,#>6YXKBW6ZTMLJ(]JJ?'W M26MCV.DYXHB(KF=ZUZ&L%%;(J+N1DT3'F38J/ZH:X[SC:SC>NDW3UEBIQ3MM M]*(1O$8A:&CU8PJ)U'JWE`I-65%NMLDY@CPYKW1^"6]9/!;U/?\`5U9;X6UM M[[FE+SSI@87$-QNQNXI1ELY)8%U-M=JB!C;20M:1O`8`%@#K2Z1T3H8@(\#+ M\853Z?=J*ITQ4U%3>ZR:M8[<2S'3PWA1?E&O%ZM5UV:>H+&55*Q\F_I'_P"T MH1G5=R+ZK]/6.^6V>W;,+H)FXD$;M^,YXC@J&Y4>3^PV&[66U6)ABJZUQV]N M1SP!D#.]&G.,@8`X=2A=H([_41;N'=+,?B"O!51I_$ MI'2*3$O@S]%HG2B]8?/@B(@"(B`(B(`B(@.)J3^UA\_^%'%(]2?VL/G_`,*. M+JV7DD;]G]@ST/C"F](WVJUCQ54T/C"F](WVJUCQ7RC\2N=2/E>TWI.#"(B^ M:&8(B(`B(@"(B`*G>6N>45EJ@#SS7-O>6YW$Y&]7$J9Y;/&EI]`_VA=K("_\ M^'MV&U8N615BW[8('S!C_C2?`)WMSVCI6@L]/4OII&O9LDAP=O'4OH:.U$JJ MXLBQZ$8"77&A;<(YG`B2*4QF/_\`$<5^A)[;2V;3;8HP-ML88T9X;E^>]-ZR MJ:A])2B-S):F<1!S>`5K:]OS[98:BH=(?`A\#!_R(W*Y@J])0>O:[OCJNJ;& M[;CIQS8([!X7ZY6[R6T+ZG5[:IC"\T,+ZD`#BX#P+J6BQST]'''`]LX:!ND`!ST[U=EK)!@_M`=&"!D-((IHA(#O<1OR5C>UM.PNI9S'L[\$Y'W+7,#Z5I?25;B.B.0 M[O\`:X%5>):BX-I*B`QPQG^O-%O;Y$!T:.XU-96FIN5,]U/&<0[#=Q'SB%)( M)H9F[5/,`?FYX>IC@@.Q+, M_9V)XP\'<"!G*EVE=,QVUW=4SY'SO&0USLAGD6'3.EC0T+9[I(:FJ!VF[7!O M8N)R@\J%+H^E?24CFSW:1IV(_P#&/M: MC'M/8JLT'<:S7.N)[E\XSDGI1$Q?$[]KT];M.6\TUN@ M$4+G%[@.)<>)4*UP37ZCL%L(S'+/F1O_`&@JP>ZFSQF%KO";O+N`'K5'\HVJ MI]-:ZIKA`QM06P.9$''P=HCBH0BU(LW4>IK7I6V"IN,X:T#9CC!&T\@<`%1= M[Y7[A?;F*>/;I;9M?!B'AN]:AERO-ZU?6-CGFJ*VJDERR(#(&=PQU=2Z-?H> MYZ5[VU5VYJ.6J;(YL`=ES-D#CV[T):NO,FG-'7O7=[GJK;$RF@9)M&=P+6MW M[L=95_00R4]/%#-)SDL;`Q[_`)S@,$^M> MMQ7D]U/LRGU^1H6__$\HB+QIS@B(@"(B`(B(`B(@(1K7QE3>B/M494FUKXRI MO1'VJ,K]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'QGSN>3+VN!:0W)!"\O:&M^CZV>ZLD,3LTOJ6P_0^J>2*EU3JBHO$U:QG/8!C= M&3C`QQ!"\4O(C:H,?U*5Y_[H7'__`&4,'*AJ:DL%F;'%W;75`?SQ>'`M(=N! M]2[,6L.4.GC;5W&Q0TM`,&2:2?`:WKZUAO-B[213E/Y):S3Y-VM;6ST)&9FQ M-(YL]>-^Y=W3-OTW-I2.ZU="]DD,1#Q$[)?Y0N/K[E?FN%%)9[1)M0R-V9ZC M?OZPT'H[5#]+:DHH71TM\FJA2QXYMT'^/E'2BH(DVC]`6VTZ8NE/;JZE$@YE MFPTL=AODIK0JH6\#]%\ID'?'1#I6->!35 M+9G9W;@%^:ZV&GHKT'QS\ZXR$N;L8`R/UXK]"WC4&E-6V;G&W?\`I1>&\9+< M#J<.E45`U;/)%I"*AN;[S67***MII):9]&[! MWX`WG/E5A7U^C[I5037BLI!-3L+`US=H`?; M>QE/%!S<37C^FQC<`^134JE><_7>F/='66V>.LFHY8I`S:&\.;G.,++=--4= M=20.J7NVZ'PV/&[AQRNW6R,GAC=SP'-2"0EQP!A:]#-#<^XZS-)H^2LEB?,U]6^'8#@TD;1`WX7*K[_8K/IV.LDF>ROEP1!%4AQ&> MOS-JY`&,[JV=IS!TX`7 M9Y++F*K3TFS2T@X7AA<#EN] MT+WTU2V(5,?AR0EH^$.M7M8K%2W8=ZN:8_O?*X,$K][,GH7K4-@I:6M@H:T2 M&7P9V$'P-QW*\"6>C#,C:EQ=3-@\41%ZL\"$1$`1$0!$1`$1$!Q-2?VL/G_P MHXI'J3^UA\_^%'%U;+R2-^S^P9Z'QA3>D;[5:QXJJ:'QA3>D;[5:QXKY1^)7 M.I'RO:;TG!A$1?-#,$1$`1$0!$1`%3/+9XUM7H'^T*YE3/+9XUM7H'^T+M[G M^?P]3V&U8N67WH*L1?2X%H&`,=/6ONR=C:Z,X7T$[A,="P/?K+3\`;M-,W.G M"F7+'>A-5TVGZ;>YY8^3'7T!"U]-TDVKN M4.:Y2,=)!SSI6EXR`T.\$*YKUOJ]!EY1;;[GM+::M+7<(G22>>2"?U*[.C]0 M16+2-(RL?)-65;G20AQ^``2`/TSZUCY2['1%%^D^4O<-RO0JXGF.1Q+Y0UV=YX*V M-,C?(^6>E=3&5VT#C9W*605<](S;IZL/C`SLD\%+11.A8 M&IIZ=D.S#LY<-Z@512TI;F!YA;@$=3(\X:6C!;VE>Z"LBIZ<1.\%P^&)6XR?* M5HTT=SI)#4RM;+M[P<[VCJPLYN3*J>.!\(Z>1P#(9=[6#R+F\ MIFNG:5#;;:F`W2Y2O:W8!!#-XX MKC6SDYI[U>:F_P"J*6)TLCP^*%A(&R-X+EYTIH'PO=%JIK*F\5.'AC@"R+U= M:G5TJA36VHE)V6MC)'6=R@LS4T_1T<,U754]+'"7.V`6-QEH7(U7J&BM%YI: MBOGYJ"G:9,#X3CC&!]Z^7'5]OTIIF.6=S9*AS0YL33TGKZE1.OM8RZMJJ4X& MVT9+8\D`G=@=:?$A*MR._K3E@K[E(^DLCC2T3FX=EHVB>G>M#3&C=2L-`XK'I?DLN%WHY;E=GOM]`R,O&6YD?C?\`!/`=JN_DQH66 M?1=+2M!YLR/<"[B07$J+R_Z50[3W>OH]2KCE MMF?)>**-I&*:FDD)GDR2I(TEH< MG%$ZAY/+;'C9)8Z3?_W'/\KIN^$?*L>F9I:K2]IIZ>)T4;:.(/D>,?X#AUK( MX;+B,YP<9ZUY+=5[$KM\CGVW!'Q$1>--`(B(`B(@"(B`(B("$:U\94WHC[5& M5)M:^,J;T1]JC*_0^Y']DL_4]K-29[3+'Y(?&=Q]$/:$3DA\9W'T0]H1AR=S==I-N4#Y$7+S6_N"H(<%?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E M;EEU>;`4[B^)9YH4$"G<7Q+/-"Z%MPA.#:M![1$6@:@1$0!$1`$1$`1$0%-: MKM57>^4RHMU%$9*B=\;6M'F-WK].Z4TG;=+Z?IK9#!"]T;\\3O7YZ MONJJW2?*!4U5MCI34R-8WG)H@\LW#AU+U4\M^L8ZB6)L]$6M<6APIQOZ,\5Y M:TJDZ/K9[RQ-NSR[M"V%O7O>X\25K+!4W$@K:Y,-+:2UG M`Z"X9CN4&]T8=LB5O6/Y52K-2U=113":EGDAE'!\;BTA$R(E4GO*'J:W![], M:9A93V:F?B0Q_P#KR-_RSQPJ_CBDF?L1L<]W4T9*\DESB25T4K>#FG!"@E*BN/'AQ.P=IIZ1P4AGU/<*ZXV>KI&%EPH(A&V1F\O()(/W M'"Y%;=*FX1L;4EKW-.><+1MGL)Z5ZLUR-INU/7",2!4D-55=):6D>3 MW4&I=8,O&HJ1\%#4%U1(0=G;ZA@'=_X5\-M-JA,8910!C=QRW.`!TY5&SM]1127&1KF\VR/<-QR-K&,XZ,KF6.XT5'=::RDM;-3-`P_C@K\W5)K:"Y.D MD+X:H.YS:!P03OSE=>YZTN5UGHZN78CKJ88Y^(;)D`X;0Z5"8<#=Z+IY4JN" MFM`C$K7S5-0V%D6W@[]^YQDXX\(#BMVZ:BN$6C8[E!1NEAD='%4Q=(:0<^I1G6FHJN&CIZ MBU]S31RC$K9F!VX<%(-,:ADONCZZ"KBBB>QH).,-=@<%C M<(`1LQ[>[>`4M-12-O%)54H=3RPR-DV7.SM8.2$OL-EY\OMT\A(R7\XTC6FI[W%=H9;R(B]4>$"(B`(B(`B(@"(B`XFI/[6'S M_P"%'%(]2?VL/G_PHXNK9>21OV?V#/0^,*;TC?:K6/%530^,*;TC?:K6/%?* M/Q*YU(^5[3>DX,(B+YH9@B(@"(B`(B(`J9Y;/&MJ]`_VA7,J9Y;/&EI]`_VA M=O<_S^'J>PVK%RR^]!5B^YW87Q=[2EFCO=SFII23(ZVC*^@G;;HJG:L MU@N'N?;51S!L->TPYX[#0IF$#Y?"8''`'$E?IF-[8:>GIBS9:UF7'&`&@<5DT&O$J1'/KXHY[]:H& M-'.MCDF>3_B1P"A^N'45`:*T4]X7;OA%SB=Y]>%RI-7/I=2U]WGE'G@?*A%">4-LKH:*,NA; M74Y`'@#?^JT;G24DE2VDYJ2BPKN:7O-9I32DE'649J#$,-D)VB5K4Y26Y4<-1.VE:*BCH$> M'-)PR,'^5%-3:MO&OJ^X::TW2QNI"T-?4DX!P=YVN&%#9:%$IN/*C%<:BFM. MDXW7.I+B)@UI:&@=.2,870M')K3W#5!U5?Y>Z*@[/,TQ^#$6@8/;P32.CZ+2 M5M%+2M#IGXYVH(&T\^7J6_J[75MT9;6NJYLSEI,4+=[GG_7:JF1.^IVKG44U M(_GJB=D,$67.<\X`"I[4G+'9JZ&OH*..4,V"(ZC'PSV#H]:K[6G*%=-;.IV2 M1&!K3B6ONHKM06Z1M%&W,<,S=GG7=K3OPA.:J59&**P MZCUA%+5QQO%#'O?/*<-&/U/J5M\F6D+-1VJ.YRTT<]:II1#I:OP[!DA?& MWRD8"Z5CINY;%;X2G:-\M75 M,8R%A<1G+B!U!`L3N02[0?M$YX8ZE^4M>5SZ_6U[#W9`J6Q-'8TX4VO?+B\5 M8BL],.Y=KPYI`0]P[!T*!.-(]U1>ZRI=&^KF>^-FSMEV>M*%KUH+4N7*M9[3 M:Z6V6[:K:B.)L1;'N`(&.)W?W9=)&UY;U$C.%^7(;D:6HYZ& M&+:#MK#V[3<^0K].V:5T]CM\KL;4E-&XX&[):"O)[J;X);^+\C1MT+2A-U$1 M>,.<$1$`1$0!$1`$1$!"-:^,J;T1]JC*DVM?&5-Z(^U1E?H?UFI, M]IEC\D/C.X^B'M")R0^,[CZ(>T(N3EKGL79L/0Y.YNNTFW*!\B+EYK?W!4$. M"OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRRZO-@*=Q?$L\T*"!3N+XEGFA="V MX0G!M6@]HB+0-0(B(`B(@"(B`(B("CN4)V=;5^>C8_8U1Z6+53C<[=-2LJ("8WS,V1X._I\JA>MM4U6JM8R5M1X,<<@B MBC!W,:TX_P#*FA3.JW0Y&HW/??ZO;.2'X]6`N6#@@]2Z>HAB_5?G@_H%RT>) M:'!'5H;[44=_@NK0T2QO!(8W9!PK"U;JASC7VJJE:Z4R'9$&?6%`M0V&JT[=)**IV7 M@;XYF;V2MZ'-/2%#31>%J)4-F+43=GF)**-T!?M;)D=N"MFZU5JM6A:=HM(W@*EK5:*V\UL='10F260X`Z/O4QTA4"VPW.AJ&N?(-N,L;O. MVW=N_5639CCA2P(S5V.I=5U9H**H?31N`&TWPF9&=ZS]X(J>ABJ*BKV)2X;4 M0;G9'E6Y0W>66KK6$RAU01F&%N79`QN*Y5714E/(_G)*AN2"# MG:!/`@J!VVN-'5QPOVJFWOD;SD)<<.'JZ5U[=>:6.^48H(:BB;)4M!:Q^YS= MK@>M7@?ZD89T+WN*FHNM$1>K/!!$1`$1$`1$0!$1`<34G]K#Y_\`"CBD>I/[ M6'S_`.%'%U;+R2-^S^P9Z'QA3>D;[5:QXJJ:'QA3>D;[5:QXKY1^)7.I'RO: M;TG!A$1?-#,$1$`1$0!$1`%3/+9XTM/H'^T*YE3/+9XTM7H'^T+M;G^?P]3V M&U8N67WH*L4LY/[I2VF^5515C:C-#.W'6=@J)K)!)S4H<1D<".L+Z&CMQ*J+ MDY!+6^2]5USDC9S.P&,+N(.A4WR:7F>V MTU9$,-94QXC:T[^.\J:ZH-QKZ"TZ?H91%3RSM=4/&<[(X*R1@B=6<&;37=5E MLETK,[J0-YHMW9<-YQUY6*CY)'5D+IH&.DF/A#:/-[(Z,8XJ=7J"`5=%00R. M>Z(8]SNK)4LI+3:K(3?;T(*?F07 M;0.`U]M-X0+W`-ST``**57??E4U8:.2*>ALE(_#VNR-O'$> M5&$D=ZHFN_*Q)404LCJ+34G:,TU$R*"GIVANV!C(ZR5 MBN-XLVE+5!32U,-+3AHB8PD`[AA4YJCE"N&LFNT]9:![VROV-I@RY_W="@FE M21ZZY6HZ*CCI-/U$-3+('M?,TG,1'#'6H?9],:HY1GQ7"\U,C+?`W9%3*T9< M.IHZ?*IWH'DRHK99VUM\HF373G"]K7G(C'5CI5BW)K(+1+S<;6-$>X<&@H35 M+`A6@M(V>CF=(*-CY:4\VR61N2>G(^]61+"71N#,,=VN MLM/_`)7;K]2V>RT\%/4U3>?V`&Q-XNW*N-8ZL971QW?NEE.6-V(V1[W[^(56 M774$]QMX.G(PTXZ`-RHVM M:T4E$6C&8\GRI0G/JS>LFD;YJ$M-NH)9(R<,.<$1$`1$0!$1`$1$!"-:^,J;T1]JC*DVM?&5-Z(^U1E?H?UF MI,]IEC\D/C.X^B'M")R0^,[CZ(>T(N3EKGL79L/0Y.YNNTFW*!\B+EYK?W!4 M$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRRZO-@*=Q?$L\T*"!3N+XEGFA= M"VX0G!M6@]HB+0-0(B(`B(@"(B`(B("D];U$E)R@5L\,ICD86$/`SC^F%KZ8 ML-IOL@IZFYR4M23\'F\C'E7WE"^6]P\K/V-4<@GDIIFS1.+7M.00O*VA_P!Z M+K9[ZR)NS2Z=%;"=Z@Y*[G;(34VV=EQI@,DL&RYOJSO4$=3S,<0Z)[2.(+3N M4MHN4F]4I:';.Q)&[:;D=!QP4BLNL::W MT1M]1`74=6QXJ^;W':(QEHX#"U]*WMENN%3:'2\[:Z\B%S7X`WG`=G_'CQ"4 M0SHB)D$'!"^+LZGT_6:=N[Z2L+7[0VXY6.VFR-/`@KO62*TC2$U5'9XKC<*> M3_JQ+*X8C)\$L:TCUE10LXJ*I"%<'(;9X:BMJ[F^(.D@<(V./^.1DX6H(]): MUH8864)L]RCCRPAP#',;Q\OKWJU.333MELUHS;*F2I;,X.=(XCPCPW#J4I:2 MD4=50V^4&S5]RMM#+;ZDPRP%Y^%LAV1PRJ`K]%B@M9K*ZY01W$S$F!KP\;.> M.1TY4WY<=;SNO45AMM0Z.*F;F8L/PG'H]7\JE2YSW9<22>M*A0O%'5U&ZD?= M2^DG,K71M+SC&'XP1^@7(75DL57X',,,VV0`&CANZT])54-Y9+24LU2V#:A=-O(/8%)-97BW=P:>% M3;X*J4TS9GR21[+G'_N/5V+UIRW6ZU7!]8T04UGJ9-FEE>\.D;(.@]B[532V MJ(UDNHKA')$]P,;G-;B%N?@X&_?VJR5QAB=75'/JH:.\T-+<*NY4=/;B0UT- M+2[3<]1/2.M>>?L573-`FAO-)$TQQ0&FV>8.>OH"VX]5:*HJ!U!2S1.I0XN# M".&>*V-,VNU7B(5%JCGIV25!?.7-P)F`8\$<,*2*,V[/36F'F76RTEK=O:+H M1CFWNW;CT\`HGRB1LT-=Z46^CC8:UKI9MO>XG._?T9RKELMJ[F'@R[&?">'` M-'8HQRN:0@U5:(KE%5L95V]A'-M<'&4$C(`!X[E5O46A6EE"6K4$-KU9'>&T M6862;1IFOV01C!"G5TH]&ZYI^^%'=!9ZF-O]2G?"2,GCOZ0H7?[3;+9:J9M) M))/5B39GE(PW@#L@=F5PZ&FFJ:IC(6;1VAD9QTJ*TN9DHFJHZMUL%RTGM/GP1$0!$1`$1$`1$0'$U)_:P^?_"CBD>I/[6'S_P"%'%U;+R2-^S^P9Z'Q MA3>D;[5:QXJJ:'QA3>D;[5:QXKY1^)7.I'RO:;TG!A$1?-#,$1$`1$0!$1`% M3/+9XUM7H'^T*YE37+4`;K;,G&*=Y';X07;W/\_AZGL-JQK4NNH;?:M3TMM8USYQ`7M(;D#:'$E0KDATVV2>2^U): M61^!"S/A$])4CGI8*K6=ZI(6OE?W$W9W9P7'?O618&M'BSJ6N/NVLFJ8OZCA M\/!S@]*[,ET<^4R[HV1MV?!W9QTJ)4.F[KIVREU!#L[FQO(WGM. M%JU^L=3ZXBDH=-T[H*$^#45D@P`>.,]"ZFG.32TVJ*&JJ9#77*8C#I/@LW^% M@=.[K4$T2Q(7;=':AUD9KWJ"HGCIHQML$HR9`=^&CH"NO3>F+3I:S1=[Z&.* M9S=J2;&7NSUGBLERJZ*E[GHY)FL:Y[6[+G840U3RKV^CMU73V62.2LA`#'2# M+..",<2E":UN)_-)#1T6W42!C1AQ<\X`"@^OM;V\:;-1:YQ54Y75T/1QC7M>VCBCCBH8#!@#<,D?Z5D&!I+C+X98,X`W*:4*Y[:N*Z')S M8H;S:C14_-NAE#@0<[>R<[U:%5ST+G$-PS"K2UWAU1RL5X9([N>DIP&QC>-H M[BIO55]QG88X*!4E*ZR/Y<.LTC:*,\\';3FD-#729'K"[ ML8`B8&XP&@#"\GNJ]B5V^1S[9@CTB(O&&B$1$`1$0!$1`$1$!"-:^,J;T1]J MC*DVM?&5-Z(^U1E?H?UFI,]IEC\D/C.X^B'M")R0^,[CZ(>T(N3E MKGL79L/0Y.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/ MRMRRZO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0-0(B(`B(@"(B`(B("C M.4'Y;W#RL_8U1A2?E"&-;W#_`/#]C5&V,#@&G,H+B]K&X.]QZ1T+`H%3?F MNXES!U>19].7@V.]05A;MQ#+9H_GL(P1]RY]34NJ7,+FM M;L,#!LC'!85-12XL'5.FX:^XV^72-%-+'50&4M@!V!O.[)X'K&5FT=?[GI.\ MR4USDFH^;)+A(#AQ`^#U8\B[W)%JB+FJJP0U7<$\D)=3F7PV&3`!(X<3OPNY M`-P:>M0>ZW.@%=(+3;HZ>!IQ&]^72;NDY.,^I6S#8(M&5,5)(TS43G\ MY',6_!=\U_EZ"JGU5:W6R_5+`TFGD>7PR<6O!WG!Z<$X1W(F!U=&:3KO<'1R M1NJI"V3&T,K%)5U@AYA\\O-GPBPN."O5;L@4N(RS^@W/_<MNX5%KJ:.F= M2Q3Q5K=TH>0YA'1@_P#A5+]A)-*PR5&F:SNB@FJX6/\`Z7A8#3C>0%UXM(NN M%33W;2]?WPDD`?44\KQM-!W;\K9Y.Y:RLIG4%1*V*+FG/B:&?#'3O4+IZJ2Q MZVF93ROC8VH=&X,=C+<\"KX&*E6V7#I[1%#&VNJJ^W0F1[Q$\.PX-8>.,;E) MKU;;A1:'?3:>>(KA2X$>P&MVF9S@='`JL6\K=#;Z@1,M,[FQOQ(.?&R_''=A M2&TR!SA)+4Y`&.D;*C20H6E4KS66HM9Q5#X;C7S14LSB M8V13-+2T=K=ZY=)K&:CTY-011'NR5^75;I'.<6]6\K#?HZBKH(*V2)L#8<4_ M-MX..\[0\JCBAW,RPI.$D#Y#+H@E[BYXKP7,#G`#'`YW%1ZZ:NHY+7245!#5!]XK8ZN9\\VT&;+@-EHQN62!?K1@CB>] MM4T,L,\40\47K#Y^$1$`1$0!$1`$1$!Q-2?VL/G_`,*.*1ZD_M8?/_A1Q=6R M\DC?L_L&>A\84WI&^U6L>*JFA\84WI&^U6L>*^4?B5SJ1\KVF])P81$7S0S! M$1`$1$`1$0!4SRV>-;5Z!_M"N94SRV>-;3Z!_M"[>Y_G\/4]AM6+EE]Z"':4 MT\+U)6SSNV*.CIWRS/ZO!./UW^I1YP`<0TY&=Q4U=6>Y_0#:1@Q4W7+GD<0P M'@5"B"`#C<>"^A,[4+JVRU.2JZLI:*YOJ:C9$,8YO:&0W/\`Y5VZ`T_'2VPW M"MA:ZXU7A3/=O(SOQY%^<='?]5;Y[-%&>?N4[(A(1N`&_"_5U%L4E)%`S.RQ MH`^Y6T&*BSV;51:Z.H80Z)GW*#72PVFCJVT\<4<]8]W]-C\;SG._L4RJ[C%1 M4DM3,\-BB;M.<>@*M*6YRWZY5=99V#`&.[)-[0/^WM2$1T,.I;U26![75.:V MXMHNZ8^]$+CS37;+WC<7$8X*O+I8;R+]2 M4%QE+ZNKV7`%Y=L[1Z>I3*]6I"L M2&5%UU)JJOC>7U55.U^8]@'P3V'H6V-`7X7J@H;G%W+)7.PU\C@XCK)P5>FA M[#2VZ@:2`SPRYN-VX<,K5EA?===LK2]KJ>D']/LC^36P6!G/,I M>ZJDGXVJ`<1Y!C`7;@FABI*R1K0WG9-@!K0,;.Y9;A>(Z"CE>X4L1=T^TX@8!4@K]?Z=HGMD=<*8%@/@A^23ZD'P(5RTU=3);;7 M2R/&7U));CA@*M+-137?7--3P/V'F4$./1@*5Q49/RM7:J="'4\>U'('-(=TJ[:"=U3;J6H>,/EB:]P[2`5Y/=5?! M*ZWY'/ML+25381$7C#0"(B`(B(`B(@"(B`A&M?&5-Z(^U1E2;6OC*F]$?:HR MOT/N1_9+/U/:S4F>TRQ^2'QG:W]P5!#@NWN>YM%\WDCGY6Y9=7FP%.XOB6> M:%!`IW%\2SS0NA;<(3@VK0>T1%H&H$1$`1$0!$1`$1$!1O*$X>5G[&J,+REIY:/K9]`L7-I?RK8;MMM-==ZDT]!3OFD`R0WH':5ZD MM[*=[V5%7"R1CMES`'$CKZ,?JO5HNTUIJ#+$Y^'##FM=C:"T9I.=F?)C&TXG M"Q7&>^IV&2Z?CHW,,59+/M##W8:,=.[>I18-/S7NUBJH=/T$L.V6M?-,X... M.0`J_BADFD#(F.>X]#1DJY-*ZST]I_3%'0&O#9XP72X8?A$[^A2KRD=V!R). M3*[&5]146^W10N'P&5#AL^3P5&KEH.XV_;DDGI&Q`[B9#P^Y6/=>4NPS1@15 MCI"=_P`!V[]%"[OJZ@N9:''(!.XM.-ZM<43C6!PJ6U5EGO-/-%44DDD);*TB M7#3TXWX*N326K6T_<=3=*^C;L0\Q.PR@D[R=K]<*M^472E7;9:&[Q1AU!64T M;FO;_B[9X$<5`LE5K0OFN*^I^EK[K_2L])4QLGAJ&O;@L=PZ/GMPD+)6R.#@S''::=Y&_H0E5HG4F. MCK'8M(Z6;>[UAK+_<*F&HF;"^5TD#Y&>$X9R- MK'`JXZ-VF=>V:JN/<09>3"622X/@O`XMZ"JLTUI:Z72NN,=+L15E!"93%*/# M)'S1UHQ"\:D:D=MN<\G>3E3[D;VWZ[CI\!T,L$G.M/`M#)W4.1RBZ:CM4=- M=J>Y&IAKYY!S.,"(MP<#![5`,*U&W#355H.U-O=0QTQK9I>;8[:.&26 M1K&-)<\X`'2K=H+GR=1]U00-B:RIBYN0/8]H(R#T]H"\QOY.Z2H:Z*6%DC13*[TEA][V]162L;,QM5%.YI.=DX(W?>57%I=F[V]OS:AG[@KP> MVBD=\M]NP_19XHAXHO6'SX(B(`B(@"(B`(B(#B:D_M8?/_A1Q2/4G]K#Y_\` M"CBZMEY)&_9_8,]#XPIO2-]JM8\55-#XPIO2-]JM8\5\H_$KG4CY7M-Z3@PB M(OFAF"(B`(B(`B(@"J3E9I.[M362GW@.B?M'J&T%;:JKE4K.X+S23XR[N"5K M?*7-'\KM[GN?P]3V&S9.55/B5SJ>L-?>1!$,QP-$,8'`XZ5RJQO-%D'S!Z\G MBO-+M<^)`<%OA;74>M?)7.J)\G>]QWXZ2OH>BIVDJ.A:'(Q;Z>HN$]7/$7O@ MD:8R>##@[_*KUEKI8RP11&3)`/8.M5MH&UQZ?LFRW:,LV'OR>E2FFGDFJS*[ MG&-;P&UN=ZE:AA<574UN4K5-)9K`*>H:Z4U1V3$SBYO2H%!5ZKGT^^BIH*>U M6^0#$COC7-._(QV+FZMUWLZTJF"D;50P?THP3TX&>CK7,K^4B[U,\3(*!L1: MW=$X;7Z82J&:V3/3F@+-S4LETD-TG>\/+Y"0&M_VI9145MH;+)LTE/2B64L8 M[8`W#@NGD9&1AKG;AA15$YD3)Y M13F[\K4E9,UHCHLEH+@`[9W#CY5,77"GJ*VLNU3)$P11MA8QSQ_3<3AV?450 MTM=432&1[SMDY+AN)7R2MJ9.=VI7D2D%XSN<>U,Y%M[;/T[!>D((VS@\>U,X;TR\9N4*GU)25-'0V^5C6Q@N>\8RWIPM*BUQ:6ST]*^SU+ M/!$9D?@!O1GBJACK:N.G?''.]L9QM-!XK`^:21VT][B>LE,X;U>6Y!726C4= M?76X4TW.-\"2:5H:!U<KZZ_V&I@N;Z%I!=D0O\`!.1NZ55.T[YQ^]?= MEPCVM^R3A,X;U\2;4FH]04UD,$=]$-/$`&,BD&0.K'%89-0/NENEM]SODKP2 M'"21I..P84-11G%M[.]%%;]\9U!*R,`X'-OQY,+1JV4$4K1#.^I&-[M[?:%S MT45+9OQ.Y;GT$L$SJECCW-&71,+MQW\%[COL'=$7.4Q[G8-D,&"0.K>N-"S: M9*2W.&\>I85-65S$V=JKNM#,ZK#*!NR\#F7$X,9Z]R_2%D=M6"VNZZ6(_P#` M+\K#).Y?JBQ`C3UL!&"*2+/X`O*;J;Y,.8$1$`1$0!$ M1`$1$!"-:^,J;T1]JC*DVM?&5-Z(^U1E?H?UFI,]IEC\D/C.X^B' MM")R0^,[CZ(>T(N3EKGL79L/0Y.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[ M@J"'!=O<]S:+YO)'/RMRRZO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0- M0(B(`B(@"(B`(B("HN4O3]52W1UZ=X5/5OV6[()V=EK1O/1E0)7];JZGN6L; MEI&]PA]#7L:ZG+N@[.\CUJE=0V6?3]]J[94`[4,A:UQ&-IN=Q]87EK4J3HNM MGO;!%6S0)ZEL.6NQ9-/5%Y=*\/93TL32Z2HFW,;V9Z\X6K9[557NZP6ZC87S MS.V6@=':I#?;=4V6NK+721S.A>&QSM:,@$8)(]86!(V8HJ7'/GJY]/12T5%5 MTDAJ&@R2P`/+>P/_`-+@96Q6,@BJ',IWOI[U# M34U57.%931\W!S[\Q3,^C<#N"T*^R&42S4,#V/AW5-(\Y?$[L'%S>U<($@Y' M%2FPZA@-UH'W6"2>2&0,;+&[#G,.[9=\X?JI5^)1IJ]'(HZ".NHW,@:\UH?G M'^);_M=31=DJ:_65)2.9S3HG[<@E&,`;^!5PWUFEX:QM*RF%BI&50C?(^(-Y MP];3U+I1W+0U5<*BBL38ZBYTU+)*:V,=`&-YZ=Y"M0QY[O.%1:5U'0S5]QL\ MT=717(2,J**8X!#@6[0[0N>[3LMHHZ2FJ[W;;;0L!;)2/E&T[/$]I5=MU[JB MAD?#3WFI9&QYV0"-V]>*O7M_KQBMJ(:D9S_5@8[^$SD-[B+$;JG1VGWMCBNE M15,A86LAIX-EN3_W=*KAE91/O5=7P7>MHBXN=`\ASI'9Z'.'M7*K[FZO#0ZF MIHB-Y,48:3]RUH)G03-D8&ES3NVFY'W*&R\,%$>'/<9"\N)<3G/2O<=1-"'B M.5[-L;+]EV-H=14GTGH^HU+J%E'6B:D@D8^1TPBW#`SNZ%';C3Q4MRJ:>"1T MD44KF,>X8+@#C*@NFG<:N5;O)MR:6;5^GGW"OFFCD;*8\,?L@X`/\JHEOFJK M*!K8H:J6-C@'[+'D#>B(BOP+CKN0JBH*2MK.^[Y&0PR2LC('^+20"?4J/?\` M"/#CT+I-OES?#*R2X5A86XP)#@YZ^S"Y\@BR.:V\8W[6./J1B%-.\E^A:5MT MI-06YY/AV]\T8!QF1F\*-VACA>Z$8_\`J&#U[06[IJXFV35TC7[!?221@YZQ MA;NF:.JNKR+Q/%$/%%ZT^?!$1`$ M1$`1$0!$1`<34G]K#Y_\*.*1ZD_M8?/_`(4<75LO)(W[/[!GH?&%-Z1OM5K' MBJIH?&%-Z1OM5K'BOE'XE^EJ] M`_\`<%W:Z,Y"[6Y_G\/;L-JQ\LBMXX^:MTDA!;(3L MC/\`D.E2#2>E):V\TTE>.:IFELF';B\<0`N]HS2=/?K=!5U+9F00O):QQ\%Y MZPK.MUA8V1@;'EC1@+Z-0ZCC=Z1F@M<4<0YF9[6]`&_"5=-4PTR0T MOW8*[XMS(X]PPN7=:-LL/-#._>IJ4*7ATC=Z&[2W&H9%6CPB>;.UO/2M&"K9 M%555069<(RP`MWAQ.-RMIUO[F@(8]P)XKA5MAIJ^5KJBG8^;HE:,.:@;KB-56C M44E,**&1E52MW,B:,/:T+-8K_31<^:QHI)6P@,9*,;.P,''ER@I<<^YQ6VIO M5UKY:>)M-3,$+(V,&"\G&<>M;M#8[+36.JJ:RC:]D!V2]S=Y\BU;5)'4O;)* M&21OVI7-/^1SN*E\<%#4VZ.AN#.;9*&R8!P7G.]*$59R(-&62X=R0PTSH8I8 MS*Z4'PL'H6:PZ'L=357>VOVW4P:,2D`R,=V'H7686,CJ:R&014\3>;C!Z@MK M0#)XM/55<&-$M:\S.SQ.,A*(FK-&@Y(M/RP5#C659A$C?"P,[CO"XUZT7INO MU72VJV-FII'MP6-QLG?\(]2L&U7#_IGNF:6PR$O.#P4-T],RY)X-/U;W.;S;P0,=NY5EHFV5=5JJC[F/A40^"" M=P==)Y(ATQQC*YT_))24VS++=9FTYR23&,@!6Q#=JV*24]SD1N<3DG.[L6AJ MJ^T=-I6M#/">87=.]I*4)SWK/SP1;V,F;3S5!BS@N>P`^484@H>3*ZW>WQUU MOEB=!*,L$A+7$?!48EV MW#>BOK5R64[K<9[U/65<5!"VFMU-`QY>R*)C&O/%P``!7'I M[Q9Y*3N>LE:\OG?LMZII0REU^1SK;$VE4^HB M+QAH!$1`$1$`1$0!$1`0C6OC*F]$?:HRI-K7QE3>B/M497Z'W(_LEGZGM9J3 M/:98_)#XSN/HA[0B:W]P5!# M@K]Y0/D1*YL@DI90'EH,;W8+">WI"G?E6A&]143T,Y#Z2!]7'5F%G=40(CF+?"9GJ*C M>JM&,U151UL-! M2MJ9I.<)$449D?CB0.@+&K-9G"XLVXRNWVU1T<=_9Z%4^],/M3_@GO3#[4_X M*V8V4=7/3-B:Z)SY`U\><[NL%:[8#+6BG9Q=)L#[T5DLVF&A+RG;=$=>Q>A5 MWO3#[4_X+Y[TP^U/^"M^KH::*OIF1R.;2S`>&[B-^"OEQHVTS`32R4YVL-=M M;;7CKSUJJLUE=/TXEWE"W*KS\/@O0J'WI1]J#\"V[;R81T-PAJ9*\2MC.UL; M'$]"M>MM\4%.YS:>3FP`8ZAKMIK_`"CH6I;*=E5<(X9`2P@D@'>A`;IHBLO4-+'I1';H)GT;G0R0<](YCH7.R<`9R%YFMK7L9BF?2R.F$3 M&O=M!X/3ZE7>;+7V?OO(=MMK7M^'T*AFY*623O>VYD!SB0"S>O`Y)P#GOH/7 M&K?-+2325--"Q[98&N<)"[.WL\T-NYG'3LL7IW)/$)=J.YN#RJOZ)TA<^Z/()^;O5M4=%%-+4AL;IG MQGP(7.V"1GB?(M2LB;#4N8UDD>.+).+3U*ZLMFBBS]33%K0ZY2Y'$AH_TK:IJ)CK8RI[D?4.<]P=A^R&@+Q24 M5/64\DV71B!VU*WCEG1CU[E7@]E5?TX?>LLK?;G19^-_W<0K3&A[+8HI^[(' M7%\[.;>)"`W9SGH;='S-4YL#JIT4_-M`?L[L<5#D65?X_>&LGAMM=^?C\.W45UJ30E' M>ZKG*-M-;H@,".&+VE;FF=(T>FHWF.1\U0_X4CN`\@4UIJ1DT%1,VBDEGI7IE'21W=M&^-SVOQ_G@QDC>.W"O!+L\N*L,-Z^]9CF6FU38,R M..Y_>HY*+>$,$]-6S1QF/F6MV6[6>)P5LRV^%E&)&0221&,.[I8[.'8X%O0% MM.="KF:2DQ.]'(1=5M%&RVT]1W&^?G&%SWB3`;@X7*5H(U'6F@K'`X:5TA$1 M7*!$1`$1$!Q-2?VL/G_PHXI'J3^UA\_^%'%U;+R2-^S^P9Z'QA3>D;[5:QXJ MJ:'QA3>D;[5:QXKY1^)7.I'RO:;TG!A$1?-#,$1$`1$0!$1`%IW*UT5WI#35 MT#)HBM:242.R6!9J>G#X97NB>]S'`;+3A9&T;#4OCP]V MS%M[`."#U*(GP"FSG?4Y<].V;C@>0+7%LC#]K:_1=EE,):AT M38W,(83LDY.5]%"[8@V@6OD>6[^@(LIY4=ZCKV+JU?$C?)STD??98I)Q*9#M M#/0M:MTI;;C%L5D,A2=T4+XYN:#@Z+?O.=H9_1'4S!5-B!. MR6!WZ94/*F4M$RO=Z#?)VLK6?DIMS)&OMU?5TV[9<"[:!&<]/!;[=#.%PBJG MW263FF;+6O8#CMX*>P4S7TXDYM\N\AVP=[/5TKY3T[9(9'\V^0M<&@`XW*5E M+*;I_A539KK1G#I; M7%36Z*CR'B-FR'.;O*XEAT7'9*JOG%9)(:IX?C&-GCN_53=U+"+@Z(N=S#1D MNZ<87R*D9W5-%,XM:QI((_19.,LJ5IOFFFCT+;Y.PK\"&ZBTBR_VL43JMT+0 M?A!HW[\KGZ=T"_3MPJ:N"Z/>Z>/FSM1C%-"T]@4V=2E3F-CFV(F/F#FQ\`&XR5YAI(XJZ>J( MVN=;L[.-P70E9!S;]AL@+#@..\._TLM13LACR(7GP0>^W+X M+T(WV;TC2(:ZFYDC=T'J7'OVG:2]V^6G(YF5[-@2M'#U*2RT0#*=T1)YP`/S MT$KV:.'NN6-@?(QK-IH!P2K\8Y4K3?-6K2JZB<^=K*=]YN'N0P]]I,EV?@#' ML7=@Y.:*FIZ:*&LG;S3-EQ^<>M6#%3PR5#V2-?"UK"3DY(*QN@$`S*"2UY:0 M#Q5'E3*26=OEW4O0.=.I5LBULTA06Z9LQ=)-(UVTW;=X(/7A2%;-9'#$]K(V MN!+0XDG/$96LN9;9\^;->_Q9S1@F.)Q?J=0B(M,H$1$`1$0!$1`$1$!"-:^, MJ;T1]JC*DVM?&5-Z(^U1E?H?UFI,]IEC\D/C.X^B'M")R0^,[CZ( M>T(N3EKGL79L/0Y.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S: M+YO)'/RMRRZO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0-0(B(`B(@-Z* MLI^XF4U1#*\,>7@QOV>*]]\HI'U7=$+BRMIXA:Z*-[AHU3$G?(JIUP-X5L$,D'\$`GI6@BC>H2=\B-Y]S?-#$RH8)G MQR%P+NEIXM22NA;1OIJ:*1K)'!SN=?M8QP`ZEHHF]0:AOL6LZ`N$$44XIX'L MDG86/!?E@!XX"UZ*J[CJVSANUL@C&<<0M=$4N%)K60YD3:>HV*:K?!61U#RZ M0L^<[/0O;:]XIV1[R^.;G8WDYV3TCV+412Y<+=:$*.)*B9T)+A#_`%Y(:=S* MB=I;(XNRT`\<#HRC;A"X1234QDJ(F;#7;7@G'#:'3A<]%7>8"V^Q&]'64QHV M4]1#*[8>YX,;]GBO,-12M&)()/`=ECHW[+L=1/2M-%.]0WD9[-Y]=%45$TE5 M`7YP,;]GBOL%R[DV&T\9$>T3(UQSM@[L'U+01'*A>)*F1)IHVY*TF MD930[<;&/>[<[B#C=^B]4]7`RB?33Q2/:Z02`L?LD$!:2)O<-*$9\5:FT:L1 MP20T[7QM=()&DNWC`7ON]O?-M:(L'()Z2M)$WN$;Y%K-B*IYNFJH=G// M@#/5@Y6S#<8*?,L5.]M08RPX?X&\8SA21OV?V#/0^,*;TC?:K6/%530^,*;TC?:K6/%?*/Q*YU(^5[3 M>DX,(B+YH9@B(@"(B`(B(`B(@-X7$B:GD,8(C;LN&?A+$VMEC;B,[)+R]QP# MDK61;+M'[CP7H5;3/)(Z-V)&;+MDX.>M:B MV:*)LDQ,C"]C!EP'2KRYTZ9,4*>/U]63#%%%%0\MFCC>YT;7X%&\O!/2MAE/#%4U,*6-KS(]XRV)A?L]:JXIN>H4U?\+KJW[2*Q5HA#-%'L.1&<]70JP2IL,3S(E]H*&)-YK,1K7 M`R.C&RYX:,\<`!)*PRN>]S?#?%L./6>M9'P1-@IAL_U"_$A\N#A(6L%1,UT, M;HHW$N<[.0,\%9J?7-<6/G?YNI-(\&SP*[P8`Y@+HL^%U]65\[OE+&;9VGQO MVVNQC'6%EHX(ZB21[HSS9.RUH_Q)X+S`&,BJ&R01N?$,Y.>.<=:E;^THL^B= M?#L^%P6>Z.N/D?'540BF9'&\<[QR[(&_H7B:>&<9+)`_9#?A;MR]PT[)VP[M MDOD<#CJ`SA?"(ZB&D9QO4/?HH;VKUJ^%?,AYS5_WI/K:\M8]H M9N=&&C/01TKRVK;SCG.8[9=&&$`X*V'TL+I8W1MPT8;(W/3CBN:J3HY\JFPM$Y*2U)FIHHG-$G^76%@1:V_QT:T,QYSI0RS MR\]('8QAH;]P6)$6.*)Q1.)XLJW5U81$50$1$`1$0!$1`$1$!"-:^,J;T1]J MC*DVM?&5-Z(^U1E?H?UFI,]IEC\D/C.X^B'M")R0^,[CZ(>T(N3E MKGL79L/0Y.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/ MRMRRZO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0-0(B(`B(@"(B`(B(`B M(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B`(B(`B(@"(B M`XFI/[6'S_X4<4CU)_:P^?\`PHXNK9>21OV?V#/0^,*;TC?:K6/%530^,*;T MC?:K6/%?*/Q*YU(^5[3>DX,(B+YH9@B(@"(B`(B(`B(@"(B`+VV9[(W,:<;1 MR2.*\(K0Q.%U03H9GU3Y`X.QES`TGI.%Z[ME_H9P>9^#GI\JUT63A$VM<[[Q MVEL^+69I*@NC=&QC6-<DKS#,Z%Y)E,[B^)^[,8`'J7IM7(R3;&-K MG.<]:P(I4Z8G5,9[UF9U3(XY.,\YSGK7H5>8W,?$QP<\O.M=%*M$Q.M2< M^+69>Z'AH:SP`';6&GI7UU2]SIG8:#*,.PL**-^CPK]X$9SUF5M0]C6!IQL. MV@>U>GU)=&]C8VL#SE^STK`B*=&E2HSWA4V(ZR6.=TK<9T(G)#XSN/HA[0BY.6N>Q=FP]#D[FZ M[2;4#Y$7+S6_N"H(<%V]SW-HOF\D<_*W++J\V`IW%\ M2SS0H(%.XOB6>:%T+;A"<&U:#VB(M`U`B(@"(B`(B(`B(@(#KK6TUGG[V6XA MM3L@RRGBS/`#MPH%3ZRU#%4LD[ZU4F'`[#GD@]F%TN4B2D=JN9D43FSMV>>? MG<[P1C]%Q[=-%1TU5<(8@9HBQL0?OV"<^%^B\Y:I\QSHEG8'M+!9),-FA>95 MM5=?B3F366H9+C$VEI7;$D8<8^9SL]JDEOU->FR2/J;;!+$R,NV0SPRX#@H* MW4.IJFW/NC*R>2FB`=+LO:-@9QPX\5H0:UJ(IWR/EJG9)P.<&Y8=_CZ3,O!) M3P@77QO:0U;'*-=Y)=/TMUTW424[,@U4<3L&($; MO5GXZFU#J&DML-YK-J1V3F4_!&\_HMK4FIK];JYM,* M^=CXW2,<0F4[KC';(HGSD MF9A<7G;).,)OLU+VGWDN1(<2;@7'W+OZ#UE4UMICM,M#4<_$#S-6T?TR&C<#VJ M#3UM5J'7E555$%(ZJB:\\ULY;(6#ANZ5._3.D^\K#9I*?L+N1>E38XJF>AKV M5,\+&Q-+X(SX$A(XE:UXH!50%E+++3/Z'1JF:[E*U5M0R0U;H*9S!S<0:"!C MZ*+/JX)O\SI,C@JRNY0Z"E,E135 M3`-Y>0#A-^F=)^(5FEJY0KN1/XK,\2`ONU:2!@C:W%8Y;1LP/8+M<,D_"#]X M5/S:YU,V0M?<)&.!P6[(&%B]VVHW.+C+]9KM)1LOEP>UH:0Y\A!.0"L5)KJ^12R2OJS([8PTN`\$]87 M.N.HZZ[2<[7=V=1W+?_`-ZAMKU#56J;;AB@+''PF&,8 MF)]X=FAK="NY&1^H[W;;PVG9=JNIC:YI?MDG=TJ6636,=QU]0T8J)7T4@YLM M(PUSRN3IFYUM7=H;A'INE8'#?4B(X/1Y%,=(TL=5J=T]3IFDIIFS99.&^$>L MJ=^F=)]YCBL\FOZH%7J1:8M5#C^V9]RYMULL+*9]12MV"S>YG00N[O/'[ECJ M6DT-1O('-N]BO)M$V&-/.,%IL:W_`%9B=YK?]68M]$X%9O=KN0WJ7T4:'>:W M_5F+#5VR@@I)).YV`AN[RKJKEWV39H@SI>Y%8K-[M=R(BE2TO91'XJ>)P\)C M5F%-3],;57G*U>*G3^GZ6HMU4Z"KEE`R.EN#G^%38Y1M4@[[H\^5H5N!V;W< M/-<3Y0%F;RI:C;_P#4`IP.S>[A M[D3O*Z*/U(*.C/\`Z3%Z%#2?0L7Y?9RM:C8/C6E9VA;Z/Z!B_-L/+;?V8VXV'R.6]%R[75GPZ;/DI?11Q:^P4TD#G4[ M>;D`R,<"HF002#N(W%6*[X)\BKZH_N9?//M7E-T=DDR7!,EPTK6M#FV^5#"T MX50QHB+RYSPB(@"(B`(B(`B(@(1K7QE3>B/M494FUKXRIO1'VJ,K]#[D?V2S M]3VLU)GM,L?DA\9W'T0]H1.2'QG&X?'$ M7`X:!Q"Y]KTW4!T]IN,4U%55.P6.G86L9QP7$^57#/RG6C3;I+94.?W1"07` M-)X[_P"5RYK]%RFT-PM$-$\'9VX:[9PT/'`$^M>7M"6_1=;/)&O&>+O7O7)FM^D=-7KN=M)4UDV26BJC!B>W& M1@GBN/?]+ZFM-IHZ:XT+)*=LC@PPR;;G?=P"VH:B'5.GHX#2NBN]OC: MF6%T<#I'9_J9W`?4J$TFH) MFU#2XO)?"YNX;+MZM_0VJ-2:FI;G17&""*6DD="^HP0Y^..>A4'K*[5EVO\` M4.JY-H0/,,;1P:T*&7A56=3D[OE72:EAIW5+W02L=&(GR'8R1NW*4:>TS46[ M5=1=JB@PPN<86MDSAQXY554-2ZCKH*EA(=$\/!'1A6+9M9WBMLMTJ9)'R24\ MC'-UVN>&2,Q2`$8=G*4#;.?<-%4E;<::X2S_T)Y0R M:-F[&>!!7BOY&+Y)6SFTF"2D#OZ?.2X.%W+;;FZGTK%-3.G:(I&N>X.`8T-. M22K8TC6T57:^:HJEDXBW.1R M(ZQS\31X_P#N!_I?I-X+:MN3_CE9#*`/AC[U6A?.9^=K;R.7.AJWU6HXZ>.V M1L)>Z.J`(.[&3U<5SM0\G4;YZBLTQ6T=5:H6CG'FJ!+'8R05>VO&35NAKQ3T MHYR>2F<&L;Q)W*F]-:7O3M!WBVNHIH)YYVD$[B0&Y_\`?E2@SGC4DG);KVKK M:FATBZGIYZ6.%Q,H9P(.?N5I6>OIJV2=TE&164LO-EK&<`>!53-134/AQ[HF.B> MUKR07XQC=UJ.72\T]++-1DN`+,-?G<2>A3C^FV-LIEO]2*SX7O<74ROAP1!P1>M/GX1$0!$1`$1$`1$0'$U)_:P^?_ M``HXI'J3^UA\_P#A1Q=6R\DC?L_L&>A\84WI&^U6L>*JFA\84WI&^U6L>*^4 M?B5SJ1\KVF])P81$7S0S!$1`$1$`1$0!2;2OQ-3YS?85&5)M*_$U/G-]A7:R M!S^#MV&U8N61($1%]".X$1$`7`OTP?4PPCBWPCZUWU%:^3G[P\@;FX;]RE%) MCN*(Y>ZS;O=JHVN^*IW.ZNY1+GDY;`X1,\@`_DE0I&3#@ M$1%!8(B(`B(@"Z>G*+OEJ2VT9&1-4QL([-H9_1,]RL-0/ M*"!_*(B+`_4T$8@IXXFC#6-#1Y`,+Y.[`\B]Y6M4.WE6,)N6EN7R/[,+JKGV MAN*9SC_DY=!0S+#@$1%!8^.^"?(J^J/[F7SS[58+O@GR*OJC^YE\\^U>4W4> MQ+[?(YN4<(3&B(O''+"(B`(B(`B(@"(B`A&M?&5-Z(^U1E2;6OC*F]$?:HRO MT/N1_9+/U/:S4F>TRQ^2'QG:W]P5!#@NWN>YM%\WDCGY6Y9=7FP%.XOB6>: M%!`IW%\2SS0NA;<(3@VK0>T1%H&H$1$`1$0!$1`$1$!3/*":8ZNK&V12NJH:X/=.Z%VP]F=V&G?@J/\I!<-8S[MG#&8.,9 M\$+@TU'/424G/O)BD?@!SM^.G`7E[3RT?6SW=C2X-+KJ6PF]EU1::20,HKS> M*':=MN;6$3QDXZ<879CU%IR^UL3*FZ]SS!_@R04O,9/7DN*@TUBMS.Z:SNUC M:>-^&0G>XCJ^]E5UHBY76#4- M%14%7)&RHF:'Q9\%W7D>12*QT#:;ERCI*JG9,R&M<'LV,MX'!QY<)6I.;1M' MZ`9!%%%=:J$:6 MD=&4E]IJ*HF-0[G:@QR!AW!H]2NRDY*;/;:)M11M.Q&=K8<M1+2=(VP MST="PX'.$>$[`)[5=-)4-?1M+G,'6&G(3`5SFZD7A'%^UG MMT9/\`*UJV]UEHKWTM4Z&1H=N)=O71H[[256&Y+7]1"4(N.95LO=NM MM965,]OD$,3I`UD#AN`SCBHUIOE>@J[/)455"(#SFRP.Q@[NM22^ZBH!$^AE MBFF94QO:&L;\+&XCBH/17/3-MHHZ<:MO!N]1-'3U5*[F8R'1A^T\8&_ M.%"X[>_3FHZ2OGJV5\):<13AK!'NZ%":_5$ELY1V5E!3TT0JR8I8XCD$..,G M'3O5H/:1BF5<$26IED#@B(O5G@PB(@"(B`(B(`B(@.)J3^UA\_\`A1Q2/4G] MK#Y_\*.+JV7DD;]G]@ST/C"F](WVJUCQ54T/C"F](WVJUCQ7RC\2N=2/E>TW MI.#"(B^:&8(B(`B(@"(B`*3:5^)J?.;["HRI-I7XFI\YOL*[60.?P=NPVK%R MR)`B(OH1W`B(@/CCLM)ZAE0ME0!)/52'#6Y>3V*572?N:W32](:JXU16"W:& MO%27;)[F>T'M.Y61BF8T/S+J&J-;J2YU)=MX-:,DG`"$8& M'&GB?V.S@_<5YJ`X2DNAYG._8P1C[U`,2NC_X?*)LESO%:6^% M%''&TX^<7$_M"I=?I/D+H!3:'?5[.'U-2_)ZPW`'M*E$1.XM+.Y:-0_?ZUM. M=LL)7..9)FL'$G"DQ,DU`SFZ*,=)&5LKRQNRQK>H87I5,RP"(B$GQWP3Y%7U M1_?:K!=\$^15]4?W,OGGVKRFZCV)?;Y'-RCA"8T1%XXY81$0!$1`$1$` M1$0$(UKXRIO1'VJ,J3:U\94WHC[5&5^A]R/[)9^I[6:DSVF6/R0^,[CZ(>T( MG)#XSN/HA[0BY.6N>Q=FP]#D[FZ[2;4#Y$7+S6_N"H M(<%V]SW-HOF\D<_*W++J\V`IW%\2SS0H(%.XOB6>:%T+;A"<&U:#VB(M`U`B M(@"(B`(B(`B(@*:Y0]F36A9/)B$!@)#?@C`SY5EMD%-470&>JH9(0`V)S'X> M`/@\<;\+1Y19I'ZQJXWD[$>QL#RM&5%X7.9/&YHRX.!`Z]Z\M:'_`'HNMGN[ M'!6RR^I%BW?1%!55KJB"Z0PMD&>;=Q\JTJ31#'5C8&UM+,""#M`[B>!W+7OF MHJE]!;W=ST\J]DSY(JA\1?N<&'&5C;2,T,,;5S+9T-IX MT6KHHKA!2$V]AE;/3DX('SNU5[#K"YVS5==>J.5K9ZB5VWEH.1M9Q^@4XY/Z MFI&C]17"0N-2871QY:*K#O;4R32[4,C0UI<26D!0_@3!15J?JNHKHK[R M<37&,,VJRV/<3T@[!5#Z?U8ZS:.B@:1ADSL^LY5G\EKYI.2.K%6#LL;,V/:^ M9L[O4J`>&FUU`!QLU`P/4@I6XE]7J&'5]30T$: MQ6F&@IJFGK(H@&\\7[1=ZPJ"M+[6(W-K!X9X99M9\G4NV_4S+33,IJ",`,.\ M'.\]JE87E6J.B+>NFK:ET327%ISQ:N=)<[I%0OKZ5T4]0!X#2\$Y[0%#Z"]] M_JEH905+XVQATD40.7''0NC!'1V6W2W*FCJS`3MSNE)/,Y.,84E#N6_7NJ64 M=0^\T+#$PAK>;'A;^D+FTNI76"5S'5MQ?1U&2X2QD[/;D!8]&:@O%[J[I,V" MF?:H&D.D,67-W'9P,[SN6S0\J]NN=,+94VV-D\A,0V80YKN@9ZE!;-9MS:FH M-3:'N]KI[I)-4%KWQLD;@NP,AHW=*\\FEBDI;_;[_'3BW04U)S=93OSMR.V< M!V.H\5#J&V3VS4;(I62M?'FK_IM_IE@WD?IJMC)81S9&`YKL_Y$=JX=[Y/);):16U=/!)&]VR^2-F-G(XC?NWJK1D M4:THA.FZ&.XBL@8\,KPP24KBX-&TTY(W]*[URJ:^CM\5ODYB"Z7`CG'Q.)+6 M#H=C.\G'#J4;FM==;J>.J#(WMVRT%GA'(Z=RVWQUM!?:>KEI*MSBUKVX80O/#[ER[R7,U]0P/D$IAEB87G MIW]*O!3.768XW%F1)ZF70B%%ZL\`$1$`1$0!$1`$1$!Q-2?VL/G_`,*.*1ZD M_M8?/_A1Q=6R\DC?L_L&>A\84WI&^U6L>*JFA\84WI&^U6L>*^4?B5SJ1\KV MF])P81$7S0S!$1`$1$`1$0!2;2OQ-3YS?85&5)M*_$U/G-]A7:R!S^#MV&U8 MN61($1%]".X$1$!Q=2S;%M$?TCL*HN6"M-)R?M@:[#JFH:PCK;@D_P`*T=4S M9FIH.PO_`(5&\NE'#5^#'(Z/#FY[<[ MU.].#ZW;/\`*E,,6E[V\3PW&CJ'XPPME:2!Y,JU M3"X'H(GHGDPT?:C3R5%,^KN!;M!]0[+3UD-X*A^4JL96Z_NLD6R(FRAC`W@` M`!@?XGK)RJLR0I MZ3&!DX"_8.B;P1[=9))T-;N] M:DQJ]DD1$5#8"(B`^.^"?(J^J/[F7SS[58+O@GR*OJC^YE\\^U>4W4>Q+[?( MYN4<(3&B(O''+"(B`(B(`B(@"(B`A&M?&5-Z(^U1E2;6OC*F]$?:HROT/N1_ M9+/U/:S4F>TRQ^2'QG:W]P5!#@NWN>YM%\WDCGY6Y9=7FP%.XOB6>:%!`IW M%\2SS0NA;<(3@VK0>T1%H&H$1$`1$0!$1`$1$!3O*/S+=1RN<(WO(`PUQ#F^ M".*B=/+%!-%+"]XE:17S%JWFRUETND#Z:(>%LY<5B:-B"* MCO)Q89&T-GACD:>;>P,>&\<$<5W*:Q:;8&35=T[H83AM.UN]YZEQQ1U%);V, M):2U@!^Y;7)_99[IJ8UD[,TU*-H./P2[@I*(D.LJBX6+1D]70QEPR6GK':J-F90NE4=/2MIK77ZED=0.EA#QMAPP`.M2G M56H;-'534U'*[XPMGC,`P<=14.@O=V;<(JG,@V,-(`(!':M>8PU^H"7LD:R: M;PQTC)Z%-:*XAJK_`%'Z(L(LE%!15-!3"(U%.`9,];5%*^Q34^DKE16R=E0Z MN)$IF<1L#:SNZUEU;*_3]BI&VXG:IXV!KG#.[`&#A1VJUW4]['Q4]'&)(H@] MTCW`#/DSO5C'IN.+H:^72UR5-LIZ1]1"Z3:E+/\`#&XDJ<50?2\U?)JB&CM!`^4@8&T-(:L8SNVLB MD:S.`_\`UT*-!=U<5Q,=0Z'KK=KN-UKME3);#`^(O:_+1M-(QO/:L=IT?027 MB&JJK)@XZ/6OE;J; M4TE%1RW"Y55,VI)#:B.3+00>G!W(5IJ.MRJQSVK4%#4TX?0EC`V%S#EI/'>> M@K>Y.M-46J;Z;S7U$C2SPI*%W!S\?"!S\%:UVTC?]54UBIY+@RI8YV'S%V=K M)^%GKQN4YKM*G1E%25=L>YD%*`QY>=Y[2>U"=!']?W6HTNZ-FGX^:=*\F5P\ M+AY5RK+RBWROJZ2U72B+Z+8JXPR:LC+ZZLI9`UK\<&=?Z+-:;#47:[76FI)^Y**0.,/ M=8V><)X`9Z5U]-Z?-#WRL%5!FKJJ&25VT,AKF$8V3TY[$O)HC%4:GLM\H:F[ M5T8AN18V-C7-):7CIVAOX!0FWLQ?+?.9FR;=4W.,[O"'6IM<*"SU?)93B@=L MR4U4XND?AI<[9.=K]<*+:2@-=<8:3`\"=DNT..YPW*8/;1$=%+B:^)>QXHB+ MUAX`(B(`B(@"(B`(B(#B:D_M8?/_`(4<4CU)_:P^?_"CBZMEY)&_9_8,]#XP MIO2-]JM8\55-#XPIO2-]JM8\5\H_$KG4CY7M-Z3@PB(OFAF"(B`(B(`B(@"D MVE?B:GSF^PJ,J3:5^)J?.;["NUD#G\';L-JQ1DAF06K67T$C@2/(@9VGZBU`VADH#=*DTTS2Q$ER'#J(7$7 MH/(:1U]/2O*$)$UY**`UW*);B/M494FUKXRIO1'VJ, MK]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'QG`"LFV:1G;HVWVJNJ&1S->99]CI)).! M]ZR2:0L]-;:IKXC-,Z%S<^HK#4V'"RE;'%<-7\H+8:.2H;0D_P!=P/@AHXJ> M\I&LZ/15D%@L!8RLD&RYS#OC;UGM*I[3UVNECNUR[U3M@>8I&N<_H:#[5&YY MY:F9TL\CY)''+G/.23Y55LS*"\S,@K+E-)(R*2>1SMIY:,DDJ8:'TX6WL37N MUS]R,;M!TC"&@]I4'9(^-V6/ZF#=IXE\(`>M$6C MK2A:&FZ*VWZQ7$34[HYG2N:R4\-W`JH;G1R46J'T;)N=='.&MD'^7:MNAOUU MIH"^"N>R)Q+I&..`3V+ENNLC;RRX;+7OC>'`/&XXZU+9C@A:;/T;>="72\6R M)K'L&W$W/A8Z%1VI=-5=BKIH+L]L,\;/Z;2=THZPI.SEYU,S<*6@V0`&C9=N M_51G4NOJ_5677"CI"[&`YK3D>0Y2I*@:=469R;5E'1Z4HZUMOCEJ6R;$DV<% MH'3GUJ,PGXJ:FVX\^0]/:IL>1AL\@=3WNGB9Q=#,X6Y+1TL]?0H9:KW M2:2MYGGC[LN4$O\`THF9LF+H/JQG[US;?K:OM_\`T=5!!6L#2R0O;_4W]1ZQ MUK#:9+'?=0-CU!)5P0N.RQ$&UV;6?NW)4*%K'`F>I.9O]JAOEJ9)7#9,LM) M"\[5*_'PB!T;ESX.5R0UU"ZNLT#HJ6(198[9DZCOZNQ=BEM>A['J-HI+A>*: MIB\+8+F\V\=1SQ!6[==1Z)G?(^>R4U15PC():&EP]7%+PG"C[;M#6K4E@N`L M]P<*2XN;/!3.82ZF>#Q/20=X]:Z5@Y%GZK/!!$1`$1$`1$0!$1`<34G]K#Y_P#"CBD>I/[6'S_X4<75LO)(W[/[ M!GH?&%-Z1OM5K'BJIH?&%-Z1OM5K'BOE'XEG>.(EC+?:M106"(B`(B^M!<0`,D[@$!^A>1&A=3:.GJ M'MP:BJ+FGK:&@>W*LJ639B<>H+@:)HA;]&6F#9V7"G:YP[3O_E=6NDV8@.LJ MZ-=NMYIL_JSM9TN('WE6'&P1Q-8!@`84%L,7=%XB:1D-)=]RGBB(O*6D(B*I ME"(B`^.^"?(J^J/[F7SS[58+O@GR*OJC^YE\\^U>4W4>Q+[?(YN4<(3&B(O' M'+"(B`(B(`B(@"(B`A&M?&5-Z(^U1E2;6OC*F]$?:HROT/N1_9+/U/:S4F>T MRQ^2'QG:W]P5!#@NWN>YM%\WDCGY6Y9=7FP%.XOB6>:%!`IW%\2SS0NA;<( M3@VK0>T1%H&H$1$`1$0!$1`$1$!"]4ZMHK352TE+<*REN#2.>YMF6\`1^BZ& MG.5ZSVNV\W10O6VF:JMU'75T+V[+@TAF-YPT!<6SZ*K;I2 MRS.>(=D'9!;G)7E[37?HNMGN;$I:LT#KH1<_OS:5J(MI]35PNS@L,)*\>^EH MU['EUVK/P2-K@D*N)F.CN(+26:QDM`II9'` M\!3/)]JXE[I[O%430NI)HZ,C9C+XBT!O8IS/RB29DJ:(B"1@+B6\'!1JMOL] M=89'5%SK*GNC;EV9B<-(/1OW!2RB;Q(-"]D<[7O;MM!R1UK9HS3R5;Y*D[,0 M!=C&LKV/$+89A$`X;`:,!N,X7)1D M0+6;EMJ(X*A_/#P)(W,)QG9STJ46[35PAM\U;:6-JJB%G./F&!S+>MH/$J%A M6II74&D:+3T4-=5UL54]A9.QGP3O\J(3*K`T-+:/U5>)WWBF)$4NW$Z61^'' M(P=WK7`U+I.]Z9J\UK207;+)6NR2KAI.4[15%&R*":J8QH``#=WEXK7N6O\` M0%QJJ>IJ^Z9GTTHD9@<2/7O4E$VG@06@J=<6K2,DD4;3;"TN=M;+B!T[N*KZ M:9TTFV[`/4!@!?H";E-T#'1N@%-5/C>TDM:T;\\1Q40K[_R658CQ9+@PL.`P@?"'2#^BWZJDIC%"R%M13W,O`=`\`L?G@Y MIZ/(NC;M;4] M'4,[MM[+I#'NC[I:,CU=*V*C5NFZFX&M-FGIW[):&4TG-M^X)5$4=,#SI31; M[M?+C05<3XXX8\&1KMS7?RKBT3I>GMEGF+FC>Z(@0[7A`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`$1$`1$0$(UKXRIO1'VJ,J3: MU\94WHC[5&5^A]R/[)9^I[6:DSVF6/R0^,[CZ(>T(G)#XSN/HA[0BY.6N>Q= MFP]#D[FZ[2;4#Y$7+S6_N"H(<%V]SW-HOF\D<_*W++ MJ\V`IW%\2SS0H(%.XOB6>:%T+;A"<&U:#VB(M`U`B(@"(B`(B(`B(@(I>IJL MW"HBIJ4O>,;+L;CN"C]';]723.;3PMCC#MK9WX*FYK+H8*"1CP.9> M`3P!SQ6]2UUAB89'ZL8[?C+,#^5YFT\M%UGM+$O_`!X.I$3;0:HJ9C3552Z! MY&?Z(W#[UDJM)=R.IJJ:IGJ)GGPW.--/DVCJV,`;N(RM*HN&C)<"75C MC@]!"PU-K-92=MC$>L&QD;FU#ACUE3*XT[*IQ8*=^'Y!\JA]OEH3K,235;HJ M,U+CSY&3LYW%73;[?I5[AB\U,H.\;+,94(O,3JBG)Z.2BHZEDC7-`.R'$=>Y M?;K##0T%-!')M@P$N/:59UW@T.WG65][J6L#L\TZ/!.#^JB]VT?#J+46+%6! MU%)&PM>]NYK0-ZDJOB0&TOA;7M$\>VUP+0.T\%VJBD?W%"V(.$I^`&\3U+)< M=*3:>O<<+ZEDNQX0<&D97R%UXEN$<=-`Z1VUMXC;O`[%"N1:-INJ/MMH374% MVJ*@N-73TQ#@[C\(!1,C"MFS05%):[E+>;),(Z@EG/B7FW$$YP00`4QIM+UMZ/=MCLE3W/$>;GV9PXE^,[CCP?U6.RV>2WWVIMEUHW1 MU!8"V.3B.E,T;XJ5(E@KU'%)-((XV.>]QP&M&25*JFDJ;9J>.1E")*9[@U@? M&7,WC?ZUZKJNDTNZ>EH&F2ZO)YZI(PV$'?LL'DZ4H%'7`^4?)EJVMC#X;4[9 M(VO"E8-WWK8J^3"_6RS55QN0@I64XSL.E:2[R8*BPN]Q:YSA75(+N)$IW_JL M4U?5U#-B:IFD:=^'O)"BXFD1LV6T5UZN#:6@:UTV-K+Y`P`>4E6):M-:PI*R MFYZNI8X&/!>UDT3B6@[QUE56'%IRTD'L*W[,]W?R@)<[^X9T_P#<%>6_U(QS MX6X(NIGZ*1.E%ZT^>A$1`$1$`1$0!$1`<34G]K#Y_P#"CBD>I/[6'S_X4<75 MLO)(W[/[!GH?&%-Z1OM5K'BJIH?&%-Z1OM5K'BOE'XE4W0#_@W^)A[(WX]BTJ#E!L]<3B3P"<-MDD$9"_,,5SN-%\34/: MNY09^S$YW8N`,R2`=)*^U-^@GIRUK'@E=NS:>K)*BGJI6AL.T'X=QPF M`HV[B9T,(IZ&")O!K`%L(BQFT$1$`1$0'QWP3Y%7U1_?:K!=\$^15]4? MW,OGGVKRFZCV)?;Y'-RCA"8T1%XXY81$0!$1`$1$`1$0$(UKXRIO1'VJ,J3: MU\94WHC[5&5^A]R/[)9^I[6:DSVF6/R0^,[CZ(>T(G)#XSN/HA[0BY.6N>Q= MFP]#D[FZ[2;4#Y$7+S6_N"H(<%V]SW-HOF\D<_*W++ MJ\V`IW%\2SS0H(%.XOB6>:%T+;A"<&U:#VB(M`U`B(@"(B`(BR/@FCV=N)[= MKX.TTC/D451-#&BR/IYXVESX9&M'$N80%\$4KGA@C>7$9#0TYPF=Q75@D MT@V(([%12YYNV1/QQV8LX6+BS_[7<;" MRVN@^_Z%!W2:A%YDEM\0-*#X+'#<5V+/J6B@W7!M4UO0*)Q&`.;8T#[BI;WGH"">X(,#<3S:] MFP4C6;;K6P-^<8=RGBQ]/P^I''<#_P#6^_Z%5VJ\U.IKK4]TXI M9I*\-T]JR;:H)*G^B"=B/:VDC:X]#&;RMF"%P>XT\1VR/"V& MY)"GBQZ8RG':;NE^/T(UK?5D6I)[=:'T510L<_G"]S-D.`SN7)N^C;3#9ZJI MBE<7QPN<,8XX4[EI7U$P;+3NDD8-P;&S+`6APX.;C*A9-T9Z''6 MG>_'Z'YK+0"T;/0K"M%UHX+%&^:WTKG-."7,!)5G-L\3VAS;<'-/`B'(7IEK M8]F8Z$.;UMBR$63:?YEXLMYW_K??]""LNULF8!#1TWP=_@`87*K;M'0U<+GT M=++$YWA``$X5G,MD<@59$48I)"8F%W[E;[4Z>1TUHI97D`[3F#)W+;;3.;%S MK8"(L_##=WWH0XX<02#N!/2IXM;_`,BO':7^'C]"#7"EMD+7$62GSV,47N$% M)54<\4-MABE(RUP;@@JX'0YSM1\-QRW@DE$(V[4E+L@]+H\)Q8^D3QWIS/'Z M'Y\L]SAM)!O:>Q3S2S:*]W!DU+::=D4)VGR;)&R1P`[5/I;3 M1ND_JT,1>?G1[RMF"C,8YF"F+=G_``8SAZE:5DY01****J*VC+.^P.&""C?Q M^@1>W0RM)#HG@M&2"TC`7QD4DA`8QSB>&R,Y75JC@T9Y1>Y(98L&TT MC*\(G4--8A$120$1$`1$0'$U)_:P^?\`PHXI'J3^UA\_^%'%U;+R2-^S^P9Z M'QA3>D;[5:QXJJ:'QA3>D;[5:QXKY1^)7.I'RO:;TG!A$1?-#,$1$`1$0!$P M<9QNZT4@+MZ=KHZ>>2&1P:),$$]87%`)X`H`3P!*V;':8[+.AG0*]&25,Z??\`0Z'&*Z)8.4RJ^[HF^E?] MZ^\_.`#SC\'M4_FB#W3[_H.,5T2?21LE86O:"#UKFS6\LR8_";U=(42Y^;Z5 M_P!Z=T3?2O\`O3\TP>[??]"'E"%_XDA=3L=N+=ZUIK=&\?!"XW.RYSMNSY4Y MV3Z1WWI^:H/=/O\`H4X:NB9:NQ12C?&/N49N.D8988-YB;^% M.9:W_P!,#U*?S5#[I]_T'"UJ(S#;:J5C1L@..!C*NBE9S-)#'\UC1^BK\-`. MX8*RB:<[A(\^M5>ZF!_^I]_T,D%N4/\`B6!E,JONZ)OI7_>OO/SX)YQ^!VJ/ MS1![I]_T+\8KHE@93*K\3SGA(\^M?.?F^E?]Z?FB#W3[_H.,5T2P MXY>7$]J\X.,XW=:X>5,IQ6Z)?IHD:EHM#G-74H$1?0"3@#>N4:Q\1$0!$10` MB(@"(B`A&M?&5-Z(^U1E2;6OC*F]$?:HROT/N1_9+/U/:S4F>TRQ^2'QG:W M]P5!#@NWN>YM%\WDCGY6Y9=7FP%.XOB6>:%!`IW%\2SS0NA;<(3@VK0>T1%H M&H$1$`1$0&:D+VUD)C8'O#P0UW`GJ73J\3451-%)4Q[$@<^*<;@<_P")7&X' M*RRU4\[`V69[VMX!QSA88Y;BB42,L$Q0PN%G4D$M7#:H'ROV9&NV\GH#N)7N MYOYZ.GKH9VES9#"YT6[`SEOZ+C"60;.'N\$$#?P"^![@PL#B&DY(Z,JF\7IU MP\RV_7--8^5#O,D>_5CFO>]S6EV!GAX/0N9.&32-#IJAD8&XU(SO[,+5$TK9 M>=$CA)\\'>O4M3/.`)I7R8X;1SA3#)<+36JA$6= M+MK?GU+-))30LN!:^5D7=#0#`0#G!SZLKBQ5,\+'-BF>QKN(:<96/;<&%FT= MDG)'1E1O#>+^ZU+;\M"^Z4,TA#09XZEW.$[@<[0'62NN^1[]3TC7OG`UR$L:]CXAOV M2CJ2*2VVZXA3DH5#3#[^^HZM9(Z* MOHFQ2R.;LLQ,3X3P3T^3@M*YR/?YV)"!D\%K;;R&@N/@_!W\/(OCG%S MBYQ))WDGI5X)6:TRL*4541YPF.6`9!)/^07RG,]-->)+(G[V'`SUAYNUAQ&T,'?Q";RZOX^I._*B^`,;+35YYMF1_Z M>,#*XRSFLJC'S9J)"S&-DNW85XX&XDUH*0QI0M/2=HF47V-C-KN+FF[A\#8V M=_9Q6@^,R6^CYECG-$[QN&<;QC*UX*^:&GDIS_4A>,;#CN':%BBJ9X`X0S/C M#N(:<96*&3$NSQQ]3+%-ABQTU[,/0ZLV#W?C!_ZF)?;I50QOKHN>EE?)AHC< MWP6<#D+C![P"`XX)R1GB5\\&ONSW(7DO<6M:7$M;P&>"NI+SJ_>%# M'OOZ^Z3-<]SFM(P">&X+GKZYSGN+G.+G'B2OBRP0YL*AU&*.+. MB;UA$17*A$1`$1$!Q-2?VL/G_P`*.*1ZD_M8?/\`X4<75LO)(W[/[!GH?&%- MZ1OM5K'BJIH?&%-Z1OM5K'BOE'XE:_JM&T!V+YSC7PU,DX,+`3LDY(4\-ON5U_C7U)WW[[S=>]DS*Q[!NV&;\8RW,D!PS=QSU^1:L6YW''2CI9'[1ZH8YN6-/`CX&_=A:BR/J)I&!CY'.:.@K% M+G*&6X77UNTE5%2&AT6-@[MCR7\YS8\'9&/@KS21--&8B8P9@3@GPMW#'ZKG M\Z\/#]H[0&,KYSC]IKMH[3>!ZEL0VR!.KAU^-"ZFJM:&[`,-HS@9#W]'D7V1 MK9*>HJ6-`:X8!EI'B.?:+'.`:<[(WCM"SS/=$(*EDG.L!(!>W#CU@K38]T;PYCBUPZ0O MLDTDQ'./+L<.Q4EVA02G!IT>'W@0HZ0T-RHV(9XHH6%S,B0@C>2>A?9SSL$D ML4KG-8X%S9&X+<]16B7N1[A1ASB0Y@)'7O2JD#JK8;+(XYSGN+G$EQXDK(RIFC9L,D<&]74L,J?!!- MBCT/U*0QI1-FPXOIZ2/FSAQD<'EO6.A99F-:ZN`:`=AI('0>E:,<\L6>;D+< M\49/+&YSF2.!=Q/6LBM4%*7^ES5W76I.^+[ZC)&/^@GW;PYJV(W%E92!IQEK M=H#I6H*F9LA>)"'$8)ZUY,KS)SA>=O.=KI5(9\$.;2M53P=2%&E2AM,=HAAP3T;UF:7"OA@`_H%H\'&XC&\KG![AM8&Y^P[J(X>I?7.;#45#9`]@\$&1@WL*Y^V[9 M:W)PW@.I>VU$K9"\2.VG<3UJ5:X;KKU3NI0G?$9*QKA*UQ>'A[00X#&1VCK6 MNO3Y'RO+GN+G'I*\K3FQ*.-Q+28HG5U01$6,@(B(`B(@(1K7QE3>B/M494FU MKXRIO1'VJ,K]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'QGI/[6'S_X4<75LO)(W[/[!GH?&%-Z1OM5K'BJIH?&%-Z1OM5K' MBOE'XEUFI,]IEC\D/C.X^B'M")R0^,[CZ(>T(N3EKGL79L/0 MY.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRRZO-@ M*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0-0(B(`B(@"(B`(B(`2!Q.%XEFC M@#3*\,#O@YZ5IUM0(A*9!F-F."\UICJX:2+:P]KML=GE7+GY0B@C<,*P.Y9< MDPS92CCBQU'1:=N/G&[V=:],8Z098-H=BU&5#X6,AD;C`SNX%;D,K(IAC]AX9&`O-,\.V& M9Z2G&)9/2?@:`I*@\(G(*2H)P(G%=ACB'N;GP5[C/A@CH.!VJ.,YG10 MXDD])^!QQ051_P#0?]R^"@JB<"!^?(I&T[A@[\KW'\9D=*<:3.BB>))/2?@1 MKO?5[6SW._/5A?>]M9O_`.G?NX[E)S_='!X#>L[AG..EJCC29T4.))/2?@1( M6RM(R*:3'D3O77?59/N4NB/],#JW++C MA(_=IIS[7I_O/^EVX965--%4PN#X96[4;QP<.Q?FPQO8]P<"-DX)ZE^@.3&X M4MTT7+;=O:DI&[;,\6[E>5E.**)*-7&.U9$@ERW%+B=5K.LB(NP><"(B`(B( M`B(@"(B`XFI/[6'S_P"%'%(]2?VL/G_PHXNK9>21OV?V#/0^,*;TC?:K6/%5 M30^,*;TC?:K6/%?*/Q*YU(^5[3>DX,(B+YH9@B(@"(B`(B(`B++&^.&-\TK@ MUK>DK!PZS;P<9Z%B;-&XX:\$]067FWS,+&=*V:2 MWLIVC_)_2XI^5K-TXO#T'`X=9AYF4C(84,$H&>;=A=,,*S,;A/RO9NG%X>A/ M`H-;(77:HL]LE,=;5\PX<=N-P'WXPM/W?:5^VZ7[S_I6#-24]7'S=3!',P\6 MR-#A]Q4:NG)EI*[Y,MHAAD(^'3YC(]0W?HGY7LW3B\/0E6*#2V(H]JANU-4 M.Q\&1A9_M1^5[/TXO#T+Y02>ZG$\`.@;AN*[5#6NIZBKEC9WOU+!,Y\["6Q4W,,`!8 M!GX64_*]FZ<7AZ%>`P:V?H$4LY!(B<0.I!25!X0N7(Y+M86W4%K,)RRM!_JL M>_)!_P!*Q74C#PW%/RO9NG%X>@5AA>ED3[AJOH'K[WOJ\9[G?]RDTE,6`N+A MLCB2N155>7&)LA#"/\3O3\KV;IQ>'H'8H%I9RN:?D@M((ZUX(+0"=P*R5#=K M+@YS@[<&YX=O_A:@AD*?RM9NG%X>A3@<&MFR6.`)V3@;S MA:PK*8R;'/-VN."LC:<1@[=3(TG>"'?^]ZY%5/:ZL2;-9%SK,Y)=T_\`OJ3\ MK6;IQ>'H.!P:SL,>V1@>QP&Y=G.1G&.SJ7` MRQDG@$4+ABK#%WFM/D[VU0(B+BF`(B(`B(@"(B`(B("$:U\94WHC[5&5)M:^ M,J;T1]JC*_0^Y']DL_4]K-29[3+'Y(?&=Q]$/:$3DA\9W'T0]H1AR=S==I-N4#Y$7+S6_N"H(<%?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E;EEU> M;`4[B^)9YH4$"G<7Q+/-"Z%MPA.#:M![1$6@:@1$0!$1`$1$`1$0'`JYFRW. MKI6G:+BS;!Z!A:=74/%WA[G=\`!KQV+3NE0Z+5\\,+O#DC#W]@`6K05HJ=0; M8.,1Y#J1,GU$=40P##FG@LP>PQ22GBSPFCKPN`ZL;' M/&YP^%T+[<[AW);*F5SL.DB=S9[1T+`;1W(JVFK8@V.ICDV!X8:[.R[J*W+= M.7-#"?#!P0JQY,!_3N52_.#*QN?4XE3ZEE:V26;.,D[)[`BO+-4="0PNVZTN M!W86I;9]N5Q!\%AP/*E++L[+P<[0]JU;6[8I7./SLE"#O/D`DQP..*]PD;<; M.O>M'G-J+:SG>LU+*75`_P"UNY`=%K]F3?UK/'@3=CEI%V7@CUK8B?D!_4H) M,I.*LD].Y;;"#M'/D6CMYF<[JW!;0=AK&](XJ"4>H#D/'45%N42S7"]V$06J MJE@K62!T89+S8?V$J41;I'CK"QU3`Z6-Y&]J`JJ2V7G1M-'/)JRH%2\`'NCP MH@>KBISHS5M_J\176"EJ8L>!54S\[7E;T+M76Q4&H;4^AK81)%(,'K7.T]I* MVZ,BDDHNWX3<[PL%1)DG"HRJOS]3W^:6D MD?05-.\M95,WM)SP(4BMO*)5VFX,LVIX@R8_%5;3B.4?[3-)WRI/:ASB"3P5 M;:YNE'24DN7CG""&^53:XW)KZ3G(2'`C=@JC>4R&>6".9K26-=OPI13%T*UE MF<^20Y(#CDC*LOD5J',OMP@&=E](\GJW!5>K-Y'81'<[E7/?LLBIC'OZ2[<$ ME^VB]H5),746:."(."+UI\]"(B`(B(`B(@"(B`XFI/[6'S_X4<4CU)_:P^?_ M``HXNK9>21OV?V#/0^,*;TC?:K6/%530^,*;TC?:K6/%?*/Q*YU(^5[3>DX, M(B+YH9@B(@"(B`(B(`L@E9%Z;G9('2NWN>_<(.W8S/9N5 M1Z!`&PP8:O4=*Z0[]P66"#?M/'J6XUN>'!?1:G5H>(XFQC#1CM6=K`OH9A96 MMRH+'EK.I9`W'0O0:LC6$J"3PUN=ZS`!@R=YZ`ON0W>M`W)R>*$GG>XY* MRM;GH1K%P=6:H9IJU5$L-.^LK6Q.D931\<#I/4`@&J-4TNG((X=N)U?4G9IX MGN`!/6[J':OSA?+F[4U6^INSQ25,+)'"KA!/=+\X#&#AC.[*]W6[U=_J*6;5 M[9*2"K<^IBK6Q;3RS!V6-'0W*UQ'6P4=OH+O1.F?4TI99\R-;S&T[X;@.GL* MD?$PMHIZRZ,M=^6\!ID=.\#Z@L&EF"Q^!%52'^K4.X2N\O4$:*J*E[+?KZQTQYMO@LZ`.EAW'`WK<+XY(]N,Y:1DO*PG^I@L&=H[GGI_V@=YI/:T';$FRY_^).\D+E3W MF&GV1D1L<<%K?"=G.#PW!=*MIA41/#`72`XVST'JS_`6&&D@92MQ$P-DW.R. M)X*2I&+A=+C6M,%!`86ENY\G$9ZAV'*YE-IB&D`EJ7N>^HWEV=[3QQCUA322 M/9)>&@N:<$]8_P#?ZK7>UDK=EF`UXV@[K[5)!$W6&1KF&&KF;A^-D'C_`.\? MJIY#M""/;&';(R.HX7*:V(.&<;+N#CU_^\?B/M494FUKXRIO1'VJ,K]#[D?V M2S]3VLU)GM,L?DA\9W'T0]H1.2'QG$#GJZ0O-6CEHNL]I8^;P4U(Y?.BMO($;O`C8`0#TKJ8AN=7)1O:"UL9:T M'KPLWO([95VVNJ:J9K"Z&/G'%CLX`!&?U6`V M*$>T*]E);:V"08;)4/P[JP"%+*,.=2%KNAN05&[#"R?3T3FM(?(7N)Z\N)78 MM%26T\D$^<@XW]`*(LW>=RFFS&T-/'2`S/1VE:VC[#2:SJ:V\U3W6=E*0Z:JC>=E[CQX\#Y% M%2RANJRT.<#82`>(PLU"\MG:#T-XK@R\IFB+!0NHJ$RUTC&$-D(<_:=CYQ4$ ML/*G+!5S"Z1.=!(]Q8YHWQ@G.-W%*H9C+D$F=IS3QW+*V&/VGO=_[PM)C_P"L'=#6 MK..`:T[^E02;<3O"\BRNWCR+6C=X;1V+8:YH^MI MF[#I7Y]T31%*YV,-[>*CFL.3.Y7&N4&SW.TS0QTTS97Y`8]N?U5A5\=KKV@5%''-+C`>X9+>O!4.U% MH2RLM-37TT',F%A>[PR`4O)3A>)4'$J=TE8ZQV^S6.+#:JMJ8JJJ=?`U\#]"'BB'BB]:?/`B(@"(B`(B(`B(@.)J3^UA\_P#A1Q2/4G]K#Y_\ M*.+JV7DD;]G]@ST/C"F](WVJUCQ54T/C"F](WVJUCQ7RC\2N=2/E>TWI.#"( MB^:&8(B(`B(@"(B`+:I&!S7'&\'U_BW[U\R7[@,-7MK<(2?&M M61K5]`4-U]J6JM5H9%:G,[KJ)6PL!/A.SQV!TD('<=/4]]K+7:*N:T4/=]7` MW:CI*9SZR:H=_5E898Z,1/U=;ZJ6F%M++9&YV-Y.YV"MB&UW&RT]/;[RVEB9?HVGNV6 M3;DIXFG.`.@KU1;3S4OUG;ZZJG-!_P#*XGD@AI.[9`Z`NY:;#9M74EFJZEU4 M9*"/-UDF<2"!N;&.T]B$-T.G8[6(+?3SW`0U%LM\KQ:HS&`ZH).^5_8N!JN[ MRN?*YSR^HDXGJ[`NWJ.^B,$C9:`-B*)O!C!N`"K&]W!\CRS)YUWPL='8K8&. M^)T,-/>^]XFBCC:]TGPY?\O(.Q2W0N@ZW5U7%9'18'9AIFTE+'"3MN MC:`&]G_OI*Q/<&@"1XW\&MWY_DK-5R@1.$9V&C>7])_]]:Y)E<-OFV[(`R'= M+O\`WVH59L54[6Q?-!W;(X_I[`N;)*32NC/@,+ALG.-GK\BRN:XD%H(#ADN= MU]BYUWYQ)'@N#1N!__`'E:$]8V.(OW!K3D MMSOZ_P"5\O=[H+;8XIZNH8T5`:&;1QMD#!Q]V56U7K&F[L=4.G88G-R6-=G? M@;L>7*D7D[EN<8>07@EOAC'`#_V"I5!(V6GBD9\![`YOD(7YWJ-3UMRN092, M>(G$-(;Q(S_Y7Z#MXV;;2MV2W$+!@]&X+R.ZI_HE=OD:5L325391$7C#1"(B M`(B(`B(@"(B`A&M?&5-Z(^U1E2;6OC*F]$?:HROT/N1_9+/U/:S4F>TRQ^2' MQG:W]P5!#@NWN>YM%\WDCGY6Y9=7FP%.XOB6>:%!`IW%\2SS0NA;<(3@VK0 M>T1%H&H$1$`1$0!$1`$1$!#JVS:Y@U95WG3M%SE.\,#7.8'!V&@<#VY47UGJ M_744[;=?I74K]D/$;&;&1U[E^A;9<8:73@896-FPXM!\J_+&L=0UFI=15%96 MN:7L)B8&\`T$X7EK2_[T76SW5@OL\OJ1\FU=J"OI8:*6[3B&+>TNCE?20/F#AASHXLX426W07*JMDXFI)G1NZ<'BB9#@6A M&"=\KYWNG+C*2=HNXY[5;.@+)==4Z3EHKC5LM^G(C@S-PQ[SG)W](\JK*LJ' M7BM$^Q_U,S@'-:/A'K"W:N]7)]K99J6JG=;(20&,!`?DY)(4X$-521:TUXY, M]*L91TE+#6EA)?(6"9Q/E*W[-J;3.I:T14MH@9\T.I6C^%5N@--6Z_7U\5ZG MEIJ."/G7;+<%^_AOZ%^C-/T5AIXF,L=M9'$P>"YK2,^LJ4S'$DGB1[7M;)IG M2IN-!1QQS1/8`0S`P3OROFF[Y3ZCML5Q@(&WN>SI8X<0O/+9,R/0DD9D\)\K M`&Y[52N@=6R::O3&2N)H:AP;,TG*H;,QT3@',>#N(/2NG143)(&.$P+7\-W%251K1NRX'MPM6NBDCN- M-4"9X8)!M,Z,+!37>@J+S56F*<=V0'+HSU*2TU"*@YG`+!Q!Z5!*53[54T-1 M3YVB#CB"H5#9GTEY=/W1B(DG`/'U++4ZCEK]95NF[4P.-/`)7/VMVT?\5P:O M4MQH)W4E?2%D@W;SE2B(B15%5(V5XV@['#"Y%1SLKCX."L%+>XY#M&/>>U>Z MBX;0SD-ZE)4T;KH*+LNMKUE:Y(*VO%&UQ.6M?APQO& M05&^4.=E15Q2&=\CQD!N?!:H.W>0JMT9E@@JJFY<(*6EG=%33\_LDYD'P3Y% MV-'6N2IOM!/C,8F!]8.5R:JVNIX#,][6@G#6])/2%/\`DSC8Z(.>!N>[94RU M^M%9\7]F*FHLQ$1>M/GX1$0!$1`$1$`1$0'$U)_:P^?_``HXI'J3^UA\_P#A M1Q=6R\DC?L_L&>A\84WI&^U6L>*JFA\84WI&^U6L>*^4?B5SJ1\KVF])P81$ M7S0S!$1`$1$`1$0!;M`YH#VEPR3PSO6DJDY7;K7VN\VF6@JYJ:3F7G:B>6Y\ M(<5VMS_/X.W8S9LBK-2+X8!T+,UN5^>]+%KG'&),MWJ3031SL#X9&R-/2PY"!,RM"].\@` M#.]4CR@\I[ZQ\MML=08Z5A+:BM9_D=^8X^WM0EG=U[RP4-A=)06T-K*\;BT. M_IL/_<0=Y[%5>F*?4'*5K=FQ=VQUL4+IVR39V8L'&&-'E'!0.H<)*E\FP6L< M[.,Y/WGI6_8[U6:>O=-=K7(Z.:!X?NX$=+3U@CVJ*EU"B;:NTY4:7H&6JKCF MJ=1W&I.W5AY(E82`&C/')PLMQIYM1SUYU?+WMJ;/3MAIJ>GC`YU_5Z\#@K,9 MRDZ$UGI^*HO4D5)<:8![621DOC>.EAQO&55MD;17N.IO]JBMNI)IXJF]RP,I:2AF;MMA:X;W9X[AO*T;W<* M>T4CZ6)[',8]TD\K0!S\KMY/DSP4DN=YKS0]UUL/E?.1?14;S-J6XT[7%[BVD!W@#>"X>Q6]<*N*CA MRYX&=P45+4HJ'A[(X8.:B:&-`P``H#K.YQTENF`>!@9))7>N5_@IJ5LKY0UI MSORJ&Y0=6"Z5;J2EEVH@J=ODB<8)6]&T, M;_6%U+A7TMNQS\HVB=W5A5#R+7A\%RN%I_PGBYYN3CPF[O83]RD^KJQL\L(< M_:(!#`!P)17B-9KH3!ETI8HWO?.P-:,[3CQ\BA>K-74M)2.=DN!^#UGL`7&C MM];41OE=!45+0,Q01C+G.Z`NM9N2VMO]6;EJIYA:/BZ&$[@.HD?_`+1W$0JN M)6-0[46M)Z?FZ6HJ(X6"*,1M)8T#IS[5+['R+5]:Z,UU4&9W\W$TN/WK]`Z? MTO0VN@CIX*9L%,S>R)K<;^D^M2&&GAIV[,4;6#_M"K5&9)O"X@FE>2ZT:?:V M4T[72`<'>$?O28!L\C0,`.(`]:GQX*!3_P!Q+YY]J\ENI=89?;Y'/M\*2A,: M(B\<AR=S==I-N4#Y$7+S6_N"H M(<%?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E;EEU>;`4[B^)9YH4$"G<7Q+/-"Z M%MPA.#:M![1$6@:@1$0!$1`$1$`1$0&.J=1,A[IG"I&MF MM]HU!*YD+*FDGWNC>`2S)Z#UJP-6355)+-5T4QCEC`V^UJ@$FDZ^LDI*@2&1 ME6XF24-W1Y/E7F+5RL76>VR>UO$%=2.U66BVW>RR55LA8&%H.6CPFD='^_4H MD86P:;>9&8FEJF[)(W[+6NSCUN'W*V-'V*"V6JHHQ*9Y!*7.+FXX@#&/4H7R MBPQ4XM<4+`QH;(2!UY"P/"IN0.^B(*B(J&UC6S-)<[@!GB5* M]$ZJCLDGKKG2`4-1&ZKMS7<';RSL!5K/U'655_B[EI716FCIS M*'GC(XC&R/)E57R?V]U%4GNENTV3!QT!6M#)EYV(B(^`'0I2N,<3JW0KC1TM M7=>62IG#'AQBF)R#N\$X_7"_0T@?2V-YP3(V+)QUJ)4,-+0U7=D%/%'4.&'2 M-8`3Y2N)72\H$5_CEI;HR>SOE!DB(:'M9T@#&_[U%"R9$^1NJ-5RC7R:9Q,C MXB?"X@[?!6SJ2TTMQA)D9X8&YRK2YQP:,Y5:&[T\/,VVY-$4F!C$G3N_56C+ M4-K(7&-V>K"!NXKD6AL$KADY!W+2N5(3`XND+6`;SE3KO-+-*Z1PPWK7,J-- MRW>I[E;EL`^,DZ@K5*4*I$=5 M$8R[)8';CC*_4MW5'<\L(C&SEC= MO`[1D*K53)!%1_`B;I)*F0;1+G'<`K?TI9W6VDH6N&S(/*HA2Z8I;=71U MDU0^2DC\+^I'LESNH#)*L2RTM?J.N;4P124U!`P/=*X8+MG@T#J/2KRU2)5, M5HB3EM+4R0HB+U9X((B(`B(@"(B`(B(#B:D_M8?/_A1Q2/4G]K#Y_P#"CBZM MEY)&_9_8,]#XPIO2-]JM8\55-#XPIO2-]JM8\5\H_$KG4CY7M-Z3@PB(OFAF M"(B`(B(`B(@"JGE9L5SO%TMAM]%+4!D+PXL&<'(5K+4K,A@C+P/OW*7VGDP%IB$C-0U\$K3M%] M/)L,/E:T<`C=UJ$\K=3>J32C!;28Z:641UDH,6176FM MY[K"^R45=(ZW4_\`3JZP8VZIWS(\='65"1;7U6P2P-8S#'W.[;:T'I!Z<]*D5KJ7$M8=SCOP.#NU2BL53&RP1$#:CR.K M"XUTT]44+7U%&UYC(Q(P=7'[E8\$+)F$C<>I8:Z+F'PP10F:KJG&H?>'2[,36-#F;!:0[(([?NROTAHK25OY/K1* M7%D]SI?-(Z2I=$4>S%#%-J&N\*:0#=#GBUIZ`%AU3=(J6F-/ M')M1Q>$]^=\C^U52,D41$=:WZHJIRR)KIJNI=L1QM&3O.X!1&LHWT4D6C[4Y ME3?+DX,N-0SP@WI$;3U#I*U:W4YI73W.FG`XJD>47E+B M%V%!;W\FF:GF90VIE&Q%UY7YRL%EJ=2WJ.CB<[:D M=M2/QG9;TE5P+I**]X&S?M7W"]XB<_FZ=HP&-Z?*H\I)K+3]#INYQT-+5OJ) M0W,P5G10V64*01%Y)4%CZ>!\B@4 M_P#<2^>?:IVYV`<=2@D_]Q)YY]J\INH]B7V^1S..8$1$`1$0!$1 M`$1$!"-:^,J;T1]JC*DVM?&5-Z(^U1E?H?UFI,]IEC\D/C.X^B'M M")R0^,[CZ(>T(N3EKGL79L/0Y.YNNTFW*!\B+EYK?W!4$."OWE`^1%R\UO[@ MJ"'!=O<]S:+YO)'/RMRRZO-@*=Q?$L\T*"!3N+XEGFA="VX0G!M6@]HB+0-0 M(B(`B(@"(B`(B(",:BB.:F2,;8V`V1O\K#0P.HZ*C=3_`-2$'#@I#6T8DC?* MUN7$>$.M<%\HH].LYI[6R;;OA=!7F;1RT76SV=CYO!U(Z-H=&^JFJ(C@;7A- MZ0>I1.>HMDNOJJEO#XVTD=*YF)3@9<0=W:OFH9+L=.T;K,R1TE22*UT#3M;> M[9QC>`=^]0K6?/C4U0VI8&3-9&UXSG>&!8&S=@AJ?-36BW6VLVK9<8:JGD)+ M6M.7,["N"B+&;"5$%LTG/LF;+!MM>T@M>T?![5K+8IZV>E#A$\@.&"%*#K2X MN^RV\72WP2MJZ>ID#`UXD;@EV-Y'!:=='3RW8VJ-E32U4.\G8)8[=GP2%S=, MZOTNS2D=!725,=U!P)`W9;V>$%(*/5@IY(Q!!%62`;+'L?SF3_W'H62M35:: MQ-"6Z06AE1'7O)+HP&$-.FE%0"0V=X(`SV=BE=98&7"WM MJKK"1/,_:+J=VVV/J"Q.N%KL&G:B:&MCD=3M.1N:7NZ&X0BAI66WU5HJ6BHV M'T[6[Y`-Y*L*R7.@N5,U].]CP=VY0FUB.[:7@BGJBR24%SI6.WMR<\5W],QV M8U$EOHYV-,;0W:8<$N0E$O-)&[>TA>7`1;MH%V!CK7 MVX6:_F`2T(^]=:&LB?\`!.4!W6FG=$0XX`'`=*XHO5+6.DI*5KH7 MQNPYKV[)/DSQ63NGMPL/\`/&_[U%"6R,:SI[E66P4M"PEDKL2. MZFK0MVF);30V%GS&]>.M34BE2,::T73"H-3=3WQK=K:+C\7#V`=:FU9'#%;9F1[+`(S M@#=T+=;2TU)%S#7-C:.@<3VK1KI*44E0UA#SS;MY.>A3!?$BLU4EQ=3($."^ MH."+UAX((B(`B(@"(B`(B(#B:D_M8?/_`(4<4CU)_:P^?_"CBZMEY)&_9_8, M]#XPIO2-]JM8\55-#XPIO2-]JM8\5\H_$KG4CY7M-Z3@PB(OFAF"(B`(B(`B M(@"U*P#;9OP<+;7+NLCXYHBQS1X)^$,KM[GOW"#MV,SV;E$>XZRFC=OJ(NWP MQN73I*JGJ2YL$\1;-FJY:.I;/$QY<-S M]W$=2^C'3J6G$W.`MF>EBJZ62"9C9(9&EDD;MXKTYM1J2K9LQQC>VE8>``Z^LK@Z)TU!I*ABU'J%@EO$K,T5*_?W.P])Z MCO4GI:T\W)?KF=K)/<[7?YNZ_(%.)%T)T:ZX]YZ-[Y7@U]0-I[OHVGH\JI35 MNH7W"I%MIG$F3Q,"$JWE=]YZBKK8+-'2.S(YAYT]`Z@K\IK2;)IZ*FI`U@IV8QG>I' M/IRRS5,=2:"(3Q@!CVC!&%ZGM/=371R3D,<,$M&_"BI-&?E;65UN.H-0R12% M\QA<6-:P9PK"L-/2\GNAG5TD7.WVO\%L8WN'S6@*V8-"V"G.U%1L:\_">&C: M/E*V:/1UEI[@VMD@,\S/BS-X08>P)=B6OHD?EZ:P5^H;S34=)2UM1>JF1SJH MO80QA/`=@`SDE?JC0VC:/1.G8K;3`.F/AU$W3(_I]0X!1_66H;EH8&TP]`)&\#M7"MG_Q!69[6=]:&6`N=@OIW:AR=S==I-N4#Y$7+S6_N"H(<% M?O*!\B+EYK?W!4$."[>Y[FT7S>2.?E;EEU>;`4[B^)9YH4$"G<7Q+/-"Z%MP MA.#:M![1$6@:@1$0!$1`$1$`1$0$4JX[S+?[D^SW![)8&L)IGL!9)X/7T*'2 MZZ;4"6.IL^W5GP.::[P-H=)''*[ESU7+I#7T\T\+*BBJ6-7M3_NQ=;/O')MJ"B? M:C9*VYB.=TW.0B8X8!@9;M'=T*SHM%VXU@JGT%/("=H%HSO\H6*ZAG=4[BLJ MWD*N8.U;KI35$>,_U&EKOTRHATJE-X60.FIG[G/C=QW'"NK6DUOM]`ZKJK%`^JC(#' M2P9`]85?1ZW>VI$\=BM(D!RX\Q\+RI2@4;>")3R>ZNO\]9'3SQF>D`P97#`: M.I3N:AMEONK:NIMT,K:F4-$>T"=KKPJ,NNI[G/<)GP5'L M2Z6NUDO(ABR7@_TI6#X2L30M]DU+9Z6>Y6_FJAS!F5K<9W8J7MWR^4].40BIB9;?J&. M4#;<,>5=J*XP2Q@!X^]453Z@::EQ8XAIX#/!=RFODCF_TY7?>IH4J6T\L=X3 M#O"R07]]+F)SMQ58TVIZB!X8]Q=OZUUS=HJA@=MC;/04H2F6E2WBBD8&M#1Y M3E:]SCIIJ:69H`>&'!;Y%5??"III]MK\Q]A7>I+V^>`M+R0YN.*F!?J16;%6 M7$GJ9Y'!$1>K/!A$1`$1$`1$0!$1`<34G]K#Y_\`"CBD>I/[6'S_`.%'%U;+ MR2-^S^P9Z'QA3>D;[5:QXJJ:'QA3>D;[5:QXKY1^)7.I'RO:;TG!A$1?-#,$ M1$`1$0!$1`%I5[6%['.:#@'BMU:5>[#F#K"[>Y[]P@[=C,]FY1&&EJZ9Y#!( MQQ/0NO"V,`!K&CR!0^HM$QE:*2?FHB8C@[NLJ2#ASV:Y M276>YZ@G:VW,.V9<_&=30%`M;Z[=63&*`AD8&S'&T[F-5J7.AI+_`&\T56Z4 M-/P3&[!!ZU&+9R3V"G9(+BZ>NE<_(>7;.R.I"5320WDVT)+K"Y&ZW0.;:X'8 M`/\`ZKN.!V=:_1T>Q'&UD8#6M``:.@+CVZGI[?0PT='"R&GA:&L8T8P%OLDR M=QSUJ"U3<;("K*QTMJ<((4%D?A($M.02#UA=NS:QU!8'AUMNM1!@YV0[+3Y05 M8W*OR2&PZ**OC'&2 M/$;_`+N!5NZ=Y4=+:H:QM/7MIZEP^(G\%P/5VK\=KZU[F.VFN+3U@X0-:C]U M0W*AGF,$-9"^8<6!XS]RVPUV<$87XKM^M[];BWFZUTFR-EO/>$6CJ!Z%*:/E MIU)2L`CGM!^KSP/D4"G_N)?//M5;VG_`.(FLAE;%=[9 M#4PX\*:FRQY__$[E8$%6ROIXZR($1U#!*T.X@.&1G[UY/=2OT2^M^1S\H80F M1$1>..8$1$`1$0!$1`$1$!"-:^,J;T1]JC*DVM?&5-Z(^U1E?H?U MFI,]IEC\D/C.X^B'M")R0^,[CZ(>T(N3EKGL79L/0Y.YNNTFW*!\B+EYK?W! M4$."OWE`^1%R\UO[@J"'!=O<]S:+YO)'/RMRRZO-@*=Q?$L\T*"!3N+XEGFA M="VX0G!M6@]HB+0-0(B(`B(@"(B`(B("G=7T=?)R@5,L%%+4`%A8UK"0[P!_ M*Y%KHVU`8.=B.6G'$=.5%>4&T2W^E9) M%711.I8S+S3G?#('MW+R]HA_NQ=;/<6*96SR^I%8Z1L[KMJ.C@?'M0[>T_/2 M!O7ZDME&^&`""9\9&X-SEH]2IGD[;3T^EA7N:3.RJE?M-&7;(:SOUS;E3T_=#*E\>TQYZLG<%7&L-0TM_P!1&]4X>VI):<`9:2.! M4HTEK:Y:G,&C[L6BDJP8NZ6-Q(T<>**XEJJ1P-5Q0^JA935)9%,)6C>'@8RIC?='4EDY0*6R03OG@)8Y[I2!N)W\%&+\R.* M^5L430UC)WM;@[L;1Q^BAEX:8(YJS4D#JJLA@:,F1X;]Y6%6-R-4453K$NFI M!.V./(R,[)SQ4)5+1.BJ?HO3=,REL='"QH\"%C=W8`N=K^IIZ32L\\U-'*YH MPPN'`Y7=I*BEA(:U3"JIJ>O8T,<('@Y_'-MST=:V-7&Y\HTU(G>#)Y0OMOTJZ&[S/JIV-I))-MK&;O(,)<3>?G&OLMVL+FNKZ*:!CCX+W M#P7>0K9H[K@8SA?KBLM]KN-%W)/3P3PD8PYH*J+6?(S;XX):^RSFGD'APNV>):,C"YDD4CI`\/V2 M.DE242KB6A:[C'61F)SLN&XKL4)YN=C`[.\*L;!4/IZDETA/K4WM]=FMA&U\ M)X"O![2,D;[5:QXJJ:'QA3>D;[5:QXKY1^)7.I'RO:;TG!A$ M1?-#,$1$`1$0!$1`%S+KELD3\;L$9737/N+P)8XW_%O!!_VNWN>_<(.W8S/9 MN41K0RLR#G)/0OLU=4P/+(:1\@(W2-(W'R+2+9*:4L=O;T$<"MW+9X2PG&>E M?1CIBBOL%-5,H*N>1U2_>7.9AHSVJ2M>&-RX[A[%!Y8I7NYF:.5[`W.\= M;>SH5^[2]"3(PX`@\0=^5!*9^%D5X7,`Z. MSH5($$'!&"H,B=3XB(A(7ZHL'RT(G)#XSN/HA[0BY.6N>Q=FP]#D[FZ[2;< MH'R(N7FM_<%00X*_>4#Y$7+S6_N"H(<%V]SW-HOF\D<_*W++J\V`IW%\2SS0 MH(%.XOB6>:%T+;A"<&U:#VB(M`U`B(@"(B`(B(`B(@()KO6]?:'=ZZ&+F7[. M^I/$@[_!43L%56/M%WN$CY9YN;+6YR[:)W?RK,U-8'ZBH&4;:B*!NUE[W0A[ ML=AXA=+25IM^C+;)%"9*ZKL5OLZL\,,45&M97^ MG+L+#2VBQ24SW5-5,9)^C8:[``]>"II?KGRD4\\5+16:F@A$O-TT[7`D_-X\ M-RY&N;'1NY:?Y3H*"*Y56J72/$C'.I?>V MU%]!%^/_`,*."S^BR_#[+[Q=YBT#I8ZKU"*-Q(AB9SLF.D`\%<6J9],\GS*5 MT%H`K]G#33G9=CR[URN26PRZ2KZVLNX#'RQ\VP,\+=G*['*?:H=7T=/+;)MB MMIR=G;W`@\=_J5E9IR_Q9BCM]F;Y1=YUZ364-=2T'=49EH:YG@3./AQGJ/6H MARAZ:O\`03/G@(J[?C^D^3X48*RVNUUM#H9]KJ.;FKML&)PX,'3O4EUI637? M2T5!;'.-0``_:.!NPIX-.Z+,?#K-TT0_DCIYK55RRDECYG8<.M9N43E!NUGO M;Z>C,.R".(*S:4M=9:@WNP@$9)(=E1C5FD[W?+ZZJA9$8=KBY^#C[DX-.Z+" MMUGTQKO)+[Z='15%/3RRN,NR.?DC!`8[JPII%J^EETY/>HG,GBB'@/=N+G*D M*K05_GJGR\W#X1^?_P"%.J.QRLY/&V.;`J0]SBT'<BR>'6=?YKO- MO1VNI;S65%0(YVG:P6&0%O'H&%8-ZK.?LAYYA`VBN'7BWV6HJS#;WU#YV;# MA4/!;CU!0"HF@J;@]DD#(-LDMV-P'8IW6:0N4LVTQC'=I>N%6\GM]GJ.<8R' M':__`,*>#3NBQ#;;-6^-$:YQE-)MQ3!V.C@NI8[PY]ZHHN)?.P?J%M3 M`YL<&UT^'_X4FTAR?NM%:VX7-\*(B]$>/"(B`(B(`B(@"(B`XFI/[6'S_X4<4CU)_:P^?_``HXNK9> M21OV?V#/0^,*;TC?:K6/%530^,*;TC?:K6/%?*/Q*YU(^5[3>DX,(B+YH9@B M(@"(B`(B(`N'?G%DT#FDY#3N7<6G<:!M?3[&ULO;O:[J72R3:H++;()LS#U5 M#))C4$:;./2RLJX'0N=@X\!QZ#U+Q'*89"Q^XM.,+W36:MIY""&%AZ05FN5H MJ*N`/C`;.S=QW."^@<:V)_\`M7>=+?I>LUZWFJV#'![3EOA$;^W'0N8ZWU;9 MHJF">**2,CX`^$.HY6TVS7<`>!%^)>FVB[#<8V?C3C2Q>]7>-]EZSKQ7+P!S MKV[?20OIN@=\%V3U+BFS78Y_ILW_`/?P7SO+=<[0C:'>?_X3C2Q>]7>-^@UG M6-U&_?P6<7!T@R'%MF"@K6-PX#[TXTL7O5WC?I>L M[$567#(=OZ5T*:;/$KAQTT[1@X'K6W'SD?6[R*.-+%[U=Y*G2]9(8YMW%91+ MVJ+S7&NB;B&B,A[7X7,JKYJD'%+:(,=!?+_X4<9V+WJ[R=_EZR>*MQE8_>P]Y+FRW_DBQ=&!_*D%9K73M`TNJ M+M3,`X^%E?G%G)?JN-P6G25'M".LDJ3U11G>J'UU=M.WN[FNL-!+0\X298R1LN/6!T>1;7O M6:I^J1_F?^%Z;R4ZI63_PH>4K)[R'O+J=*7^1"44Y')-JCZ&G_`#?_ M``O#^2G5+#_;0N\V3_PHXRL?O8>\MPB5TD0D+]4V$$:=M8/'N2+]@54Z9Y)+ MAWQAJ;V^**FC<'F)CLN?@\#NW!7*UK6,#6@-:T8`'`!>7W0VZ3/S)VC MG6Z=!'2&%UH?41%Y@T`B(@"(B`(B(`B(@(1K7QE3>B/M494FUKXRIO1'VJ,K M]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'QGMZ*H:;;#!'701%A<'A[,YSU;ECH*R&"CFC ME.7Q$R4Y'2XC!_WZE@SYE&UK,JA@;2^'WYF$4$;8I)9JIL;&2F('9)R0O+*. M$T[IY*ML<0?L-<6D[1QE;5#5!MK="VKB@E,Q>><;G(QY%XBKQ14?-QNCE>*C M:<"W( M1&V#)E>>#1_*W'UM/'/65`//NF(:QI)&&G>?NX+W+6TM3-5`O$0K8V%Q.\1O M'0>Q1ODW5H]*_?P)4$K7I?G3[^)I=P!]1#'#.R1DWP7CV$="\]P2=[C6@M+& MOV7#I';Y%O\`=%'%/0N:^(OC<>=?&T@8Z%KPUS*>&G'PP'O$K.MI4J.8\/O$ MC,EK%_=WU,7>]S9I&22M9'$QKWR=`!X>M8JFG$#F[$K98WMVFO;T^KH71GJ* M6>HK(&3!D,K8^;E<-P+1P*U[D^FZ:EJJB&1KXZ1?*.KBI"]CY0]KIAMEHW.800?:HBCF5BI]^'F3##+_3 M4UQ;931P5)M;DUPIWL9&QV(XJI MA8#]&!Q6K6W%\\TK&;#872;1V&XVM^[*0Q38F3$I21KS4KXJPTNYT@=LC'25 MGDMH8V78J&/?!\GAO7WO<&QLYRH9'-)'SC(W#<1Y> MM;E=4-J:=HCKH!&(6@Q.9X61T9POM)5PLIV,EJV/I0TA]/*S+P<<&G_RJ[Y, MS:Z?OX?>LMF2\]K1]_'[U'%1#C)QPZ$6V:H1$0!$1`$1$`1$0!$1`<34G]K# MY_\`"CBD>I/[6'S_`.%'%U;+R2-^S^P9Z'QA3>D;[5:QXJJ:'QA3>D;[5:QX MKY1^)7.I'RO:;TG!A$1?-#,$1$`1$0!$1`$1$`1$0!$1`>XXG2N(;C(!=Z@O M9II&PQ2D#8E.&G/3VK[2/:R5Y<<`QN'K6:&>,&&.0_TBT!__`&G/%;DF5*BA M_4[W]#)##"U>:[Z=\;0X@8VBS=UA>NY'`R;3F-$9`))Z2MF*:'GJALC@6;?. M,/61_M>*:4F*?PXA(]P=_4X=*R*1)SE?C73JKMNH6S(:F%M+)(R5\9:]L?'! M]B^,IW.,>7-;S@RW)XK,R8T[)2'L,FVUPV>!XY7V>2$RTQB/@-`)!_QW\%7> MI6;73I5?CZ$9L-*_>)A-(_GS$US'.`)<0=PPAI7[48:6N;(<-<#NRLK)8S55 M+2X!LHQ MP:X-<0>!7E]-)&9`\`B/M494FUKXRIO1'VJ,K]#[D?V2S]3VLU)GM,L?DA\9W'T0]H1.2'Q MGL4Q1U3A^)EEN"E(O@#0TLC)74]0]_,D<[M-QD9QM-7 MI]HD;%6/#L]SN``^<.O]1]Z\OGI(*>I;2ND>^H&SX0QS;S?]KZHS)2G[5WV]ES-:"TB:KEA,VR(V#PB.+R,AJP M4M+"^GGFJ'RM$3@W9C;DY.?]+.V[&$.=$QKGR3\Z[;;GAPQ^J^NN;836&D<^ M,S2->W=PQG(^\J:SL.KZE?[-SZ_H>1;(A6.C?,_FA!SX<&^%CJQUK'WO9*ZF M=3S%T4[^;#GC!:>T+.*ZGDN,\\A>UL\):XXSLN/\;E@?44K(J>F8))(8WE\C MCX)>3U=6$3F?'[0:EZ/N_P!#S64L%.TB.282-=LEDL>R3VCL7BCI14ND<]^Q M#$S;DE:U%4LA$\4N>:G9L.+>+>H MJT+CWMZRK4&^*F![;1035-.RGG<8Y20=H8PRR\ZS&=N/#7]>R4FI*-E#%41RSN=*2UC2P<1CCO[5EDKH1 M0S0MGFF9(`&0R#XLYXY6H^I'<%+$W(DA>YQ/1OQCV*(-\=*UQ\O4F+>U6FKS MZ]1L][(3*:5L[C6-9M%NSX&0,EN>O"PRV\LM<%8QY<9"0YF/@]2V>[Z5M8^X M-YSNAS2.:QN#B,$YZDH[I%3LA9)&7L;$6N'_`'`Y:?O"K6:E5?>LM24VT_CY M4\SXZSMCKZ>F=,3SD)E<6MR6D#@.M88J.FJ*ZGIXGU#1(<.,L8!'D&5GBN<8 MK:29Y>#'"YCW`;]H](7B*KB@N--4FJEJ.;)R7-P1Y$3FZ<:>-X_M55,*^%WU M,-120MH^Z:>24M$G-N;*S9.>Q>*.FBG$[YGO8R)FV=@9)62IKW5=#'',][IH MY"0X]+2O%#-#&VICFJ8&5MN9+/2\U,YU/4.+ M0\MPX$<1A?#1T[JN*GB?4!SW[),L>SZPLL==3T\U'''MF&G>7N>1O<3TX^Y? M'U4(KH:@UI>DO[[/J:E/2B>O%-M8RXMVL=6?]++'2 M0-@$]5*]C'/+&!CUNUD'B,*8HHWA6G_?H5A4%]YC4OE:)F;6&LW@YQP*V9[I&9Z^2G#X^?8P,QN(((RM6JK.Z64FT7.?$W#R> MG>D+FO&[_GJ3$I2POV8^A\N--!253X(9)'NC):\O:!]RU%L5\[:FOGG8"&R/ M+AE:ZS2ZYJSL3%'3.>;@$1%21OV?V#/0^,*;TC?:K6/%512O$=9`\\!(TG[U:^0=XX'>OE7XEPO MA-GBT9KVHW9.D(B+YD9PB(@"(B`(B(`B(@"V!3-$;'22ACI!EN1N]96NMZFJ M&1,:#.1'_G$YN<^1;-FAEQ1-1_?BB\M)N\U71%L#9<[G.+<>19NY6LYPR2AH MC(&<9SE&NAEIA$Z3FMEY<,@G(*]FL`%068R]X(VAG<%F@ER5?$]'D_,LE#BS MQW(&\X9)0UC`';0&<@\%Y=2%KGX>"UL?.`CI"]QUCFLJ'.(=)(&XR,C-_4*0/[ZS`R(OBD?G=&`2%DFIXX1ATWA[(=LA MO7VH'1Q13QB3;VVC!`QTK-4SMFB`;4X;L`S:#<;OO6LUNT\-X$G"WA7#:8S:(CYG8)`W@K1B<&2L<> M`<"56=#)K#F=O@(U#=0V302"N%+M#)W[71CK7F&C?--)&UP!9G>>DK/W;%@. MW\X),`_]F25I M&8S\'I/D7QM,YTT4>T/Z@!SU!9G5+8S(Z$X)EVV[NC"]OJJ<3&2-F1S6R&GH M)XJF]2**KPQ^/WZ%[9WC!!\BV.Z MX72QO+=D.B,<@;T=17DR0,AA:'M>]D@<7-;CP5+E2*.C7?U4)S8-!AE@C9)S M;92YX=LD;.%D-`\5XI=IN3_GT8ZU[J9FR2B3ND2-#PX,V2,#*]BNB&R<';$F M-K_LSE64NSYS435$]>C5B\2<&0<97FHB;#*Z-K]LM.#NQO6:>>%]1`^,%K6@%PZCG>L%0\25$ MKV\'.)"Q35+AA<,-&ZX]A$2A2HC&B(M0QA$1`$1$`1$0!$1`$1$!"-:^,J;T M1]JC*DFM'M==86#BV+?ZRHVOT/N1361+/75YLU)GM,L?DA\9W'T0]H1.2'QG MDO#$X74MQ%7U-JNZ4[0U[V3`?2#?\`>MCW:5_U>#[ROE4S\/\`+$,3 M4*A:UYWK0V%-A)RB@WNTK_J\'WE/=I7_`%>#[RJ?D'+70A_DAOL).44&]VE? M]7@^\I[M*_ZO!]Y3\@Y:Z$/\D-]A)RB@WNTK_J\'WE/=I7_5X/O*?D'+70A_ MDAOL).44&]VE?]7@^\I[M*_ZO!]Y3\@Y:Z$/\D-]A)RB@WNTK_J\'WE/=I7_ M`%>#[RGY!RUT(?Y(;["3E%!O=I7_`%>#[RGNTK_J\'WE/R#EKH0_R0WV$G** M#>[2O^KP?>4]VE?]7@^\I^0#[RGNTK_`*O!]Y3\ M@Y:Z$/\`)#?824]VE?]7@^\I^0#[RGNTK_J\'WE/R#EKH0_R0WV$G**#>[2O^KP?>4]VE?]7@^\I^0#[RGNTK_J\'WE/R#EKH0_R0WV$G**#>[2O^KP?>4]VE?\` M5X/O*?D'+70A_DAOL).44&]VE?\`5X/O*>[2O^KP?>4_(.6NA#_)#?82#[RGY!RUT(?Y(;["3E%!O=I7_5X/O*>[2O\`J\'WE/R# MEKH0_P`D-]A)RB@WNTK_`*O!]Y3W:5_U>#[RGY!RUT(?Y(;["3E%!O=I7_5X M/O*>[2O^KP?>4_(.6NA#_)#?82#[RGY!RUT(?Y(; M["3E%!O=I7_5X/O*>[2O^KP?>4_(.6NA#_)#?82I]ICF+#T/5V24Y4F&%XG;7#U/IJEU+;333^!*W?#*!O8[_2[B+6ES M(I<2C@=&C-'!#'"X8EB)V1]Q7J;+N@EN&D]4>M8'$G9*C3K*=44 MFBMKWH*+[5J/P-3WH*+[5J/P-6YQW8^D^YFOQ=:-7B5*BMKWH*+[5J/P-3WH M*+[5J/P-3CNQ])]S'%UHU>)4J*VO>@HOM6H_`U/>@HOM6H_`U..['TGW,<76 MC5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM6H_`U..['TGW,< M76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM6H_`U..['TGW M,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM6H_`U..['T MGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM6H_`U..[ M'TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM6H_`U. M.['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM6H_` MU..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM6H M_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@HOM M6H_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/>@H MOM6H_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U/> M@HOM6H_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_`U M/>@HOM6H_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2?)4J*VO>@HOM6H_ M`U/>@HOM6H_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L?2? M)4J*VO>@HOM6 MH_`U/>@HOM6H_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#4]Z"B^U:C\#4X[L? M2?)4J*VO>@HO MM6H_`U/>@HOM6H_`U..['TGW,<76C5XE2HK:]Z"B^U:C\#5GIN26TQ/#JBLJ M9A\W ~~-----END PRIVACY-ENHANCED MESSAGE-----~~