Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K 8-K Silgan Holdings Inc. 3± 18K
2: EX-1 Exhibit 1 to Silgan Holdings Inc. 8-K 15± 61K
3: EX-2 Exhibit 2 Silgan Holdings Inc. 8-K 40± 176K
4: EX-3 Exhibit 3 Silgan Holdings Inc. 8-K 27± 122K
5: EX-4 Exhibit 4 Silgan Holdings Inc. 8-K 10± 44K
6: EX-5 Exhibit 5 Silgan Holdings Inc. 8-K 10± 44K
7: EX-6 Exhibit 6 Silgan Holdings Inc. 8-K 11± 45K
8: EX-7 Exhibit 7 Silgan Holdings Inc. 8-K 11± 45K
9: EX-8 Exhibit 8 Silgan Holdings Inc. 8-K 16± 94K
10: EX-9 Exhibit 9 Silgan Holdings Inc. 8-K 115± 493K
11: EX-10 Exhibit 10 Silgan Holdings Inc. 8-K 19± 78K
12: EX-11 Exhibit 11 Silgan Holdings Inc. 8-K 10± 43K
EX-6 — Exhibit 6 Silgan Holdings Inc. 8-K
Exhibit 6
AMENDED AND RESTATED
MANAGEMENT SERVICES AGREEMENT
This Amended and Restated Management Services Agreement (the
"Agreement") is made as of this 21st day of December, 1993 by and between S&H
INC., a Connecticut corporation ("S&H"), and SILGAN CONTAINERS CORPORATION, a
Delaware corporation ("Containers").
W I T N E S S E T H:
WHEREAS, S&H and Containers have entered into the Management
Services Agreement dated June 30, 1989, as amended by Amendment No. 1 thereto
dated July 13, 1990 and Amendment No. 2 thereto dated as of June 29, 1992 (as
amended by Amendment No. 1 and Amendment No. 2, the "Original Management
Services Agreement"), pursuant to which S&H provides general management,
supervision, administrative and other services to Containers in accordance
with the terms of the Original Management Services Agreement;
WHEREAS, R. Philip Silver ("Silver"), D. Greg Horrigan
("Horrigan"), The Morgan Stanley Leveraged Equity Fund II, L.P. ("MS
Equity"), Bankers Trust New York Corporation, First Plaza Group Trust and
Silgan Holdings Inc. ("Holdings") are entering into an Amended and Restated
Organization Agreement dated as of the date hereof (the "Organization
Agreement") providing for, among other things, the terms governing the
relationship among the parties for the term thereof and the amendment and
restatement of the management services agreement between S&H and Holdings
dated June 30, 1989, as amended by Amendment No. 1 thereto dated July 13,
1990 and Amendment No. 2 thereto dated as of June 29, 1992;
WHEREAS, S&H also is a party to a management services agreement
dated June 30, 1989, as amended by Amendment No. 1 thereto dated July 13,
1990 and Amendment No. 2 thereto dated as of June 29, 1992 with each of
Silgan Corporation, the parent holding company of Containers ("Silgan"), and
Silgan Plastics Corporation, a wholly owned subsidiary of Silgan
("Plastics");
WHEREAS, S&H and each of Holdings, Silgan and Plastics are entering
into an amended and restated management services agreement dated as of the
date hereof (collectively, as so amended and restated, the "Affiliate
Management Services Agreements"); and
WHEREAS, S&H and Containers desire to amend and restate hereby the
Original Management Services Agreement in order to make certain changes in
light of the terms of the Affiliate Management Services Agreements.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, S&H and Containers agree as follows:
1. Management Services.
(a) S&H and Containers hereby agree that, during the period
beginning on the Closing Date (as defined in the Organization Agreement) and
continuing throughout the term hereof, S&H and its Affiliates shall provide
to Containers general management, supervision and administrative services,
including, without limitation, the preparation of the annual and long-term
business plans, and perform such other duties and provide such other services
as Containers shall be permitted to request of S&H pursuant to the Restated
Certificate of Incorporation or By-Laws of Holdings or pursuant to applicable
law, which power and authority Containers hereby grants to S&H ("General
Management Services"). (The General Management Services are hereinafter
collectively referred to as the "Services" and individually as a "Service").
(b) Any Service hereunder shall be provided to Containers
only by S&H or its Affiliates or such consultants, subcontractors or agents
as may be selected from time to time by S&H. It is understood and agreed
that S&H shall retain the services of Morgan Stanley & Co. Incorporated as
financial advisor to Containers.
2. Fees; Payment.
(a) In consideration for General Management Services provided
by S&H to Containers hereunder, Containers shall pay to S&H aggregate fees or
compensation therefor (not including any related out-of-pocket expenses), (i)
on a monthly basis, Containers' Proportionate Percentage (as defined below)
of five thousand dollars ($5,000) plus an amount equal to 2.475% of EBDIT (as
defined in Paragraph 2(j) hereof) for such calendar month until EBDIT for the
calendar year to date has reached the Scheduled Amount for such calendar year
(as defined in Paragraph 2(e) hereof) and 1.65% of EBDIT for such calendar
month to the extent that EBDIT for the calendar year to date exceeds the
Scheduled Amount but is not greater than the Maximum Amount (as defined in
Paragraph 2(e) hereof) (the "Monthly Management Fee"); and (ii) on a
quarterly basis, an amount equal to Containers' Proportionate Percentage of
2.475% of EBDIT for such calendar quarter until EBDIT for the calendar year
to date has reached the Scheduled Amount, and 1.65% of EBDIT for such
calendar quarter to the extent that EBDIT for the calendar year to date
exceeds the Scheduled Amount but is not greater than the Maximum Amount (the
"Quarterly Management Fee"). For purposes of this Paragraph 2,
"Proportionate Percentage" means such percentage of EBDIT for a given period
that is attributable to the results of Containers for such period.
(b) Such Quarterly Management Fee shall continue to accrue,
but shall not be paid, to S&H by Containers in the event that, and from the
date on which, Containers or Silgan shall have received written notice
("Notice") from the Agent (as defined below) that an Event of Default (as
such term is defined in the Credit Agreement, dated as of December 21, 1993,
among Silgan, Containers, Plastics, the financial institutions parties
thereto, Bankers Trust Company, as Agent (the "Agent"), and Bank of America
National Trust and Savings Association, as Co-Agent, as amended, supplemented
or modified from time to time (the "Credit Agreement")) exists under any of
Sections 9.01, 9.03 (but only to the extent resulting from the violation of
one or more of Sections 8.08, 8.09, 8.10, and 8.11 of the Credit Agreement),
9.04(i)(x), 9.04(ii) or 9.05 of the Credit Agreement (each of the foregoing
Events of Default, a "Financial Covenant Event of Default") until, and shall
be paid by Containers to S&H on, the earliest to occur of (x) the first date
after receipt of such Notice upon which no Financial Covenant Event of
Default to which the Notice related or otherwise known to S&H or Silgan,
shall be in existence (and so long as no such Financial Covenant Event of
Default would be in existence after giving effect to the payment of such
unpaid portion of the Quarterly Management Fee), (y) the first date occurring
180 days or more after receipt by Silgan of a notice stating that no Event of
Default exists under Section 9.01 of the Credit Agreement, or (z) the date
that Silgan, Containers, Plastics and California-Washington Can Corporation,
a wholly owned subsidiary of Containers, shall have paid all outstanding
Obligations (as such term is defined under the Credit Agreement). In the
event that a Notice is delivered by the Agent, Containers shall pay to S&H
that portion of any unpaid Quarterly Management Fee that has accrued with
respect to that portion of such calendar quarter prior to the occurrence of
any Financial Covenant Event of Default to which such Notice relates.
(c) Nothing contained in Paragraph 2(b) shall prevent the
Agent from giving successive Notices of the type described in Paragraph 2(b)
(in which case the rules set forth in Paragraph 2(b) shall apply to, and the
time periods set forth therein shall begin to run on, the date of such
subsequent Notice); provided that only one Notice relating to a single
Financial Covenant Event of Default and all other Financial Covenant Events
of Default in existence at the date of the giving of any such Notice may be
given. Notwithstanding anything to the contrary stated herein, if at any
time after the giving of Notice by the Agent to Silgan, S&H shall certify to
Silgan that all Financial Covenant Events of Default to which such Notice
relates have been cured or waived, and that S&H knows of no other Financial
Covenant Event of Default then in existence, then Containers shall, unless it
knows of the existence of a Financial Covenant Event of Default which has not
yet been cured or waived, pay to S&H any accrued and unpaid Quarterly
Management Fee or portion thereof in the manner set forth in Paragraph 2(h)
hereof. S&H shall not be required to deliver any such certification to
Silgan upon the occurrence of the dates or events set forth in clauses (y) or
(z) of Paragraph 2(b), and promptly after the occurrence of such date or
event, Containers will pay to S&H any accrued and unpaid Quarterly Management
Fee or portion thereof.
(d) In addition to the management fees payable pursuant to
Paragraph 2(a) hereof, Containers shall pay to S&H on the closing date of the
IPO (as defined in the Organization Agreement) an amount, if any (the
"Additional Amount"), equal to the sum of the present values, calculated for
each year or portion thereof, of (i) the amount of the annual management fee
for such year or portion thereof that otherwise would have been payable to
S&H for each such year or portion thereof for the period beginning as of the
time of the IPO and ending on June 30, 1999 (the "Remaining Term") pursuant
to Paragraph 2(a) hereof but for the occurrence of the IPO, minus (ii)
Containers' Average Proportionate Percentage (as defined below) of the amount
payable to S&H for the Remaining Term at the rate of $2.0 million per year.
S&H may elect to have up to two-thirds (but no more than two-thirds) of the
Additional Amount paid to S&H in cash with the balance of the Additional
Amount being paid in fully-vested shares of common stock of Holdings, valued
for the purposes of such payment at the public offering price per share in
the IPO. The amounts described in clause (i) of this Paragraph 2(d) will be
calculated based upon S&H's good faith projections of both Holdings' EBDIT
and Containers' Proportionate Percentage for each such year (or portion
thereof) during the Remaining Term (the "Estimated Containers Fees"), which
projections shall be made on a basis consistent with S&H's past projections.
The difference between the amount of the Estimated Containers Fees for any
particular year and $2 million shall be discounted to present value at the
time of the IPO using a discount rate of eight percent (8%) per annum,
compounded annually. For purposes of this Paragraph 2(d), "Average
Proportionate Percentage" shall mean a weighted average of the percentage of
EBDIT for each year or portion thereof during the Remaining Term that would
be attributable to the results of Containers for each such year or portion
thereof, as calculated based upon S&H's good faith projections which shall be
made on a basis consistent with S&H's past projections.
(e) For any given year during the term of this Agreement, the
Scheduled Amount and the Maximum Amount for such year will be the amounts set
forth in Schedule I hereto.
(f) In addition to the fees referred to in Paragraphs 2(a)
and 2(d), Containers shall also reimburse S&H in an amount equal to all out-
of-pocket expenses paid by S&H in providing the Services hereunder, including
fees and expenses paid to consultants, subcontractors and other third
parties, in connection with such Services. Such expenses shall be paid by
Containers to S&H on a monthly basis.
(g) (i) Not later than fifteen (15) days after the end of
each calendar month during the term hereof with respect to the Monthly
Management Fee and (ii) not later than thirty (30) days after the end of each
full calendar quarter during the term hereof with respect to the Quarterly
Management Fee, S&H shall furnish Containers with a bill for an amount equal
to the Monthly Management Fee and the Quarterly Management Fee, respectively,
then owing with respect to periods ended on or before the end of such
calendar month or such calendar quarter.
(h) Each bill furnished to Containers hereunder shall be paid
in full within thirty (30) days of the receipt of such bill, except that any
accrued and unpaid Quarterly Management Fee or portion thereof shall be paid
on the earliest date on which such payment is permitted to be made pursuant
to Paragraphs 2(a), 2(b) and 2(c) hereof. All payments of such bills shall
be sent to:
S&H Inc.
4 Landmark Square
Suite 301
Stamford, CT 06901
Attention: R. Philip Silver
or to such other address as S&H may specify from time to time by written
notice to Containers.
(i) All fees and expenses paid to S&H by Holdings and Silgan,
pursuant to their respective Affiliate Management Services Agreements with
S&H, shall be credited to the fees and expenses referred to in Paragraphs
2(a), 2(d) and 2(f) hereof.
(j) For purposes of this Section 2, EBDIT shall mean, for any
period, the consolidated net income of Holdings and its subsidiaries, before
interest expense and provision for income taxes and without giving effect to
any extraordinary non-cash gains or extraordinary non-cash losses and any
adjustments resulting from changes in the value of employee stock options
and/or stock appreciation rights, and adjusted by adding thereto (i) the
amount of any fees and expenses paid pursuant to this Agreement or the
Affiliate Management Services Agreements, (ii) the amount of all charges and
expenses incurred in connection with the Refinancing (as defined in Amendment
No. 5 to Holdings' Registration Statement on Form S-1, dated June 23, 1992,
relating to Holdings' Senior Discount Debentures due 2002 (Commission File
No. 33-47632)) (which charges and expenses have been charged against the
consolidated net income of Holdings or its subsidiaries), and (iii) the
amount of all amortization of intangibles, covenants not to compete, goodwill
and debt financing costs and all depreciation (which amortization and
depreciation have been charged against the consolidated net income of
Holdings and its subsidiaries, before interest expense), computed in
accordance with generally accepted accounting principles.
3. Direct Expenses.
It is understood that the consideration to be paid by Containers to S&H
for Services hereunder shall not be in lieu of, and that Containers shall be
directly liable for, direct expenses incurred by Containers, or by S&H on
Containers' behalf (other than the out-of-pocket expenses billed to
Containers by S&H pursuant to Paragraph 2(f) hereof), for services rendered
to Containers by third parties, including, but not limited to, legal and
accounting fees and insurance premiums. Containers shall pay any
compensation (including employee benefit costs and any related out-of-pocket
expenses) to officers and other employees of Containers who provide
substantially full-time services to Containers, other than Silver and
Horrigan who shall receive no salaries, notwithstanding that said officers
and other employees may simultaneously be officers or employees of S&H or one
of its subsidiaries or Affiliates.
4. Term.
(a) The term of this Agreement shall commence on the date
hereof and shall continue until the earliest of: (i) the completion of an
IPO; (ii) June 30, 1999; (iii) at the option of Containers, the occurrence of
an Event of Default pursuant to Paragraph 5(a) hereof; (iv) at MS Equity's
option, the occurrence of any Event of Default other than an Event of Default
pursuant to Paragraph 5(a) hereof; or (v) a Change of Control (as defined in
the Restated Certificate of Incorporation of Holdings in effect from time to
time) shall take place. The Monthly Management Fee and the Quarterly
Management Fee will cease to accrue on the date this Agreement is terminated
pursuant to this Paragraph 4(a).
(b) If any default specified in Paragraphs 5(b)-(f) hereof
occurs or exists with respect to Holdings as a result of an Event of Force
Majeure (as such term is defined in Paragraph 7 hereof), this Agreement shall
continue in full force and effect except that S&H shall be entitled only to
the Monthly Management Fee.
5. Events of Default.
Any one of the following defaults shall constitute an Event of
Default (other than by reason of an Event of Force Majeure in the case of
each of Paragraphs 5(a)-(f)):
(a) The failure or refusal of S&H to comply with or perform
its obligations under this Agreement if such failure or refusal continues
unremedied for more than sixty (60) days after written notice of the
existence of such failure or refusal shall have been given to the failing or
refusing party by any of the parties;
(b) S&H or Holdings is declared insolvent or bankrupt by any
court of competent jurisdiction, or a voluntary petition in bankruptcy is
filed in any court of competent jurisdiction by either of them;
(c) An involuntary petition in bankruptcy is filed in any
court of competent jurisdiction against S&H or Holdings and within forty-five
(45) days thereafter shall not have been dismissed or stayed (and, in the
event of any such stay, such stay shall not have been set aside and the
petition dismissed within forty-five (45) days after the stay shall have been
granted);
(d) A trustee or receiver is appointed for S&H or Holdings
and remains undischarged for more than forty-five (45) days after being
appointed;
(e) A proceeding seeking a reorganization, arrangement,
liquidation or dissolution of S&H or Holdings is instituted in a court of
competent jurisdiction and remains undismissed for more than forty-five (45)
days after being instituted;
(f) S&H or Holdings voluntarily seeks any such reorganization
or arrangement or makes an assignment for the benefit of creditors; or
(g) Death or permanent disability of both Horrigan and
Silver. For the purposes of this Agreement, "permanent disability" shall
mean the inability of Horrigan or Silver, as the case may be, by reason of
illness or injury to perform substantially all of his duties as Chairman of
the Board or as President of Holdings (or in performing his duties in any
other office in Holdings or any of its respective Affiliates to which he may
be duly appointed) during any continuous period of one hundred eighty (180)
days.
6. Limitation of Liability; Indemnification.
(a) S&H and its Affiliates shall not be liable to Containers,
to any director, officer, stockholder, consultant or subcontractor of
Containers, or to any person or entity controlling Containers or any such
stockholder, consultant or subcontractor of Containers, for any cost, damage,
expense or loss, including without limitation any special, indirect,
consequential or punitive damages, of Containers or any such officer,
director, stockholder, consultant, subcontractor or controlling person or
entity, allegedly arising out of (i) S&H's and/or its Affiliates' failure to
perform any services for Containers hereunder or the misperformance of any
such service, or (ii) Containers' or such officer's, director's,
stockholder's, consultant's, subcontractor's or controlling person's or
entity's reliance on any advice or data S&H and its Affiliates may provide to
Containers pursuant to this Agreement.
(b) Containers shall indemnify S&H and each of its
Affiliates, officers, directors, employees, consultants and subcontractors,
and any Person or entity controlling S&H and each of its Affiliates or any
such consultant or subcontractor and shall hold S&H and each of its
Affiliates and each such officer, director, employee, consultant,
subcontractor and controlling Person or entity, harmless against any damage,
loss, cost or expense (including court costs and reasonable attorneys' fees
which S&H and its Affiliates or any such officer, director, employee,
consultant, subcontractor or controlling Person or entity, may sustain or
incur by reason of any claim, demand, suit or recovery by any Person or
entity arising in connection with this Agreement or out of S&H's or its
Affiliates', or any consultant's or subcontractor's, performance of S&H's
obligations under this Agreement), provided, however, that no officer of S&H
may benefit from the foregoing indemnity in the event of his serious criminal
conduct or in the event that the Required Majority (as defined in the
Restated Certificate of Incorporation of Holdings) of the Board of Directors
of Holdings so decides, with MS Equity agreeing to cause the Class B
Directors (as defined in the Restated Certificate of Incorporation of
Holdings) to vote in accordance with the Class A Directors (as defined in the
Restated Certificate of Incorporation of Holdings) on such matter.
(c) Nothing contained in this Section shall limit or affect
Containers' rights to submit any matter to arbitration.
(d) The manner of any indemnification under this Agreement
shall be in accordance with Section 9.1 of the Organization Agreement.
(e) No salaried officer or employee of S&H shall have any
liability to MS Equity or any Affiliate or Associate thereof arising in
connection with this Agreement nor will such entities make any claim seeking
damages arising out of such individual's performance as an officer or
employee of Holdings, except for performance which could constitute serious
criminal conduct or, in the case of an officer or employee of Holdings, as
otherwise approved by the Required Majority of the Board of Directors of
Holdings, with MS Equity agreeing to cause the Class B Directors to vote in
accordance with the Class A Directors on such matter.
7. Force Majeure.
The term "Event of Force Majeure" as used herein shall mean any
failure of a party to perform any of its obligations hereunder if such
failure is due to circumstances beyond its control, including but not limited
to, any requisition by any government authority, act of war, strike, boycott,
lockout, picketing, riot, sabotage, civil commotion, insurrection, epidemic,
disease, act of God, fire, flood, accident, explosion, earthquake, storm,
failure of public utilities or common carriers, mechanical failure, embargo,
or prohibition imposed by any governmental body or agency having authority
over the party, which would have constituted an Event of Default but for the
fact that such events constituted an Event of Force Majeure. The party
affected by an Event of Force Majeure shall give prompt notice thereof to the
other parties hereto and each party shall use its best efforts to minimize
the duration and consequences of, and to eliminate, any such Event of Force
Majeure. At such time as an Event of Force Majeure no longer exists, the
respective obligations of the parties hereto shall be reinstated and this
Agreement shall continue in full force and effect.
8. Insurance.
S&H agrees that for the term of this Agreement it shall cause
Containers to obtain and maintain insurance for such risks and in such
amounts similar to companies of comparable size which are engaged in similar
business activities, provided that if Containers or Silgan maintains a level
of insurance which complies with the applicable terms of the Credit
Agreement, S&H shall be deemed to be in compliance with the provisions of
this paragraph.
9. Definitions.
Terms not defined herein which are defined in the Organization
Agreement shall have the meanings ascribed to them therein.
10. Notices.
All notices and other communications required by or specifically
provided for in this Agreement shall be in writing and shall be deemed to
have been given (a) when delivered in person, (b) when sent by telex or
telecopier with answerback received, or (c) seventy-two (72) hours after
having been deposited in the U.S. mails, certified mail with return receipt
requested and postage prepaid, and in any case addressed to the party for
which it is intended at that party's address as set forth below, or at such
other address as the addressee shall have designated by notice hereunder to
the other party.
If to S&H:
S&H Inc.
4 Landmark Square
Suite 301
Stamford, CT 06901
Attention: R. Philip Silver
If to Containers:
Silgan Containers Corporation
21800 Oxnard Street
Suite 600
Woodland Hills, CA 91367
Attention: James D. Beam
If a notice is sent to any of the above, a copy shall be sent to each of
the following:
Winthrop, Stimson, Putnam & Roberts
Financial Centre
695 East Main Street
P.O. Box 6760
Stamford, CT 06904-6760
Attention: Frode Jensen, III, Esq.
The Morgan Stanley Leveraged
Equity Fund II, L.P.
Morgan Stanley Leveraged Equity
Fund II, Inc., General Partner
1251 Avenue of the Americas
New York, NY 10020
Attention: Robert H. Niehaus
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: John R. Ettinger, Esq.
Any notice or request sent by telecopier or similar facsimile
telecommunication shall be confirmed promptly by the sending of a copy of
such notice or request to the addressee thereof by prepaid certified mail,
return receipt requested.
11. Amendment; Assignment; Binding Effect.
This Agreement may be amended or modified only by a written
instrument signed by the parties hereto. No party shall assign or transfer
this Agreement, in whole or in part, or any of such party's rights or
obligations hereunder, to any other person or entity without the prior
written consent of the other parties, except that S&H may transfer or assign
all of its rights and obligations hereunder to any entity directly or
indirectly succeeding to S&H by merger, consolidation or reorganization. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted assigns.
12. Waiver; Severability.
The failure of a party to insist in any instance upon the strict
and punctual performance of any provision of this Agreement shall not
constitute a continuing waiver of such provision. No party shall be deemed
to have waived any right, power, or privilege under this Agreement or any
provisions hereof unless such waiver shall have been in writing and duly
executed by the party to be charged with such waiver, and such waiver shall
be a waiver only with respect to the specific instance involved and shall in
no way impair the rights of the waiving party or the obligations of any other
party in any other respect or at any other time. If any provision of this
Agreement shall be waived, or be invalid, illegal or unenforceable, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain binding and in full force and effect.
13. Relationship of the Parties.
In all matters relating to this Agreement, each party hereto shall
be solely responsible for the acts of its employees, and employees of one
party shall not be considered employees of the other party. Except as
otherwise provided herein, no party shall have any right, or authority to
create any obligation, express or implied, on behalf of any other party.
14. Governing Law.
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to its conflict
of laws rules and laws.
15. Entire Agreement; Termination of Original Management Services
Agreement.
This Agreement, the Organization Agreement and the agreements and
documents executed and delivered with respect thereto, constitute the entire
Agreement between the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings, either oral
or written, with respect thereto. Upon the execution and delivery of this
Agreement, the Original Management Services Agreement shall be terminated and
shall be of no effect whatsoever.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
S&H INC.
By: /s/ D. Greg Horrigan
-----------------------------
Title: President
SILGAN CONTAINERS CORPORATION
By: /s/ Harley Rankin, Jr.
----------------------------
Title: Vice President
Accepted and Agreed to:
THE MORGAN STANLEY LEVERAGED
EQUITY FUND II, L.P.
By: MORGAN STANLEY LEVERAGED
EQUITY FUND II, INC. (General Partner)
By: /s/ Robert H. Niehaus
--------------------------
Name: Robert H. Niehaus
Title: Director
SCHEDULE I
(000's omitted)
Scheduled Amount Maximum Amount
----------------- --------------
1993 $ 65,500 1993 N/A
1994 71,500 1994 $ 90,197
1995 77,500 1995 95,758
1996 83,500 1996 98,101
1997 89,500 1997 100,504
1998 95,500 1998 102,964
1999 101,500 1999 105,488
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘8-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 6/30/99 | | 10-Q |
| Filed on: | | 3/28/94 |
| For Period End: | | 3/25/94 |
| | 12/21/93 | | 8-K |
| | 6/29/92 |
| | 6/23/92 |
| List all Filings |
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