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EXHIBIT 4.3
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 6, 1997 (the
"Amendment") by and among ROCK-TENN COMPANY, a Georgia corporation (the
"Borrower"), the Lenders under the Credit Agreement (as such terms are defined
below) and SUNTRUST BANK, ATLANTA in its capacity as agent for the Lenders
(together with any successor agent for such Lenders as may be appointed from
time to time pursuant to Article 10 of the Credit Agreement (the "Agent")).
WHEREAS, the Borrower, the Agent and the Lenders are parties to that
certain Credit Agreement dated as of January 21, 1997, by and among the
Borrower, the Agent and the other banks and lending institutions party to the
Credit Agreement from time to time which become "Lenders" as provided therein
(collectively, the "Lenders"), as amended by that certain First Amendment to
Credit Agreement dated as of February 20, 1997 (as so amended, the "Credit
Agreement"; all capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement), pursuant to which the Lenders have
made available certain financial accommodations to the Borrower;
WHEREAS, the parties wish to amend the Credit Agreement to, among other
things, increase the Total Commitments to $450,000,000 which includes increasing
the Revolving Credit Commitment to $430,000,000, but only on the terms and
conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree as follows:
Section 1. Amendments.
(a) The Credit Agreement is hereby amended by deleting from
Section 1.1 the definitions of the terms "Applicable Commitment Percentage",
"Applicable Margin", "Facility Fee Percentage", "Material", "Materially Adverse
Effect", "Swing Line Commitment", "Swing Line Lender" and "Total Commitments"
and substituting in their respective places the following:
"'Applicable Commitment Percentage' shall mean, for each
Lender, (i) in the case of Revolving Credit Commitments, a fraction,
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numerator of which shall be the then amount of such Lender's Revolving
Credit Commitment and the denominator of which shall be the aggregate
amount of the Revolving Credit Commitments of all the Lenders and (ii)
in the case of Total Commitments, a fraction, the numerator of which
shall be the then amount of such Lender's Revolving Credit Commitment
and, in the case of the Swing Line Lender, the Swing Line Commitment,
and the denominator of which shall be the aggregate amount of the
Revolving Credit Commitments of all the Lenders and the Swing Line
Commitment. The Applicable Commitment Percentage of Revolving Credit
Commitments and the Applicable Percentage of Total Commitments of each
Lender as of the Closing Date is as set forth on the signature pages
hereof.
'Applicable Margin' shall mean the per annum rates set forth
across from the Ratio of Consolidated Funded Debt to Total
Capitalization as calculated as of the end of the preceding fiscal
quarter determined by reference to the table set forth below. Any
changes to the Applicable Margin will be effective as of the date
specified in Section 4.6.
Ratio of Consolidated Applicable Margin
--------------------- -----------------
Funded Debt to Total
--------------------
Capitalization
--------------
>60% .575%
>55% but <60% .500%
-
>50% but <55% .425%
-
>45% but <50% .325%
-
>35% but <45% .275%
-
>25% but <35% .225%
-
<25% .175%
-
'Facility Fee Percentage' shall mean the per annum rates set
forth across from the Ratio of Consolidated Funded Debt to Total
Capitalization as calculated as of the end of the preceding fiscal
quarter determined by reference to the table set forth below. Any
changes to the Facility Fee Percentage will be effective as of the date
specified in Section 4.6.
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Ratio of Consolidated Facility Fee
--------------------- ------------
Funded Debt to Total Percentage
-------------------- ----------
Capitalization
--------------
>60% .300%
>55% but <60% .250%
-
>50% but <55% .200%
-
>45% but <50% .150%
-
>35% but <45% .125%
-
>25% but <35% .100%
-
<25% .075%
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'Material' (or words derived therefrom) as used in this
Agreement, means the measure of a matter of significance which shall in
no event be determined as being less than an amount equal to the
greater of (i) Ten Million Dollars ($10,000,000) or (ii) ten percent
(10%) of the Consolidated Net Worth.
'Materially Adverse Effect' shall mean any Material adverse
change in (i) the business, operations, financial condition or assets
of the Consolidated Companies, taken as a whole, (ii) the ability of
Borrower to perform its obligations under this Agreement, or (iii) the
ability of the Consolidated Companies (taken as a whole) to perform
their respective obligations, if any, under the Credit Documents.
Notwithstanding anything set forth herein to the contrary, the effect
of the writeoff of goodwill taken by the Borrower for the fiscal
quarter ending March 31, 1997 resulting from the closure of its
Mundelin, Illinois plant shall not constitute a "Materially Adverse
Effect".
'Swing Line Commitment' shall mean, at any time for the Swing
Line Lender, an amount equal to the Swing Line Commitment set forth on
the signature page of the Swing Line Lender, as the same may be
increased or decreased from time to time as a result of any assignment
thereof pursuant to Section 11.6., or any amendment thereof pursuant to
Section 11.2. The Swing Line Commitment shall be in addition to the
Revolving Credit Commitment of the Swing Line Lender.
'Swing Line Lender' shall mean SunTrust and any successor or
assignee thereof; provided, however, that the Swing Line Lender must at
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all times be a Lender having a Revolving Credit Commitment in excess of
the Swing Line Commitment.
'Total Commitments' shall mean the sum of the Revolving Credit
Commitments of all Lenders and the Swing Line Commitment of the Swing
Line Lender."
(b) The Credit Agreement is hereby further amended by deleting the
words, "Applicable Commitment Percentage" in the last line of Section 2.3(c) and
substituting in lieu thereof the words, "Applicable Commitment Percentage of
Revolving Credit Commitments".
(c) The Credit Agreement is hereby further amended by deleting
Section 2.3(d) in its entirety and inserting in lieu thereof the following:
"(d) If at any time the aggregate outstanding Competitive Bid
Loans, Revolving Loans and Swing Line Loans exceed the Total
Commitments, the Borrower shall immediately cause an amount equal to
such excess to be applied as follows in the order of priority
indicated:
First, to the prepayment of outstanding Swing Line Loans;
Second, to the prepayment of outstanding Revolving Loans; and
Third, to the prepayment of outstanding Competitive Bid Loans.
Any such prepayment to be applied to such Loans as designated
by the Borrower and, in the event the Borrower fails to designate a
Loan, to such Loans with the earliest maturity dates, based upon the
remaining terms of their respective Interest Periods, and with respect
to Loans with the same Interest Period, pro rata to the Lenders
extending such Loans.
Any prepayment of Swing Line Loans, Revolving Loans and
Competitive Bid Loans pursuant to this Section 2.3. shall be made,
insofar as is possible, in such a way as to avoid any funding losses
pursuant to Section 4.13.".
(d) The Credit Agreement is hereby further amended by deleting the
words, "Applicable Commitment Percentage" in the fourth and fifth lines of
Section 2.9 and substituting in lieu thereof the words, "Applicable Commitment
Percentage of Revolving Credit Commitments".
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(e) The Credit Agreement is hereby further amended by deleting
Section 3.4 in its entirety and inserting in lieu thereof the following:
"SECTION 3.4 INTENTIONALLY OMITTED.".
(f) The Credit Agreement is hereby further amended by deleting the
words, "Applicable Commitment Percentage" in the sixth line of Section 4.2(a)
and substituting in lieu thereof the words, "Applicable Commitment Percentage of
Revolving Credit Commitments".
(g) The Credit Agreement is hereby further amended by deleting the
words, "Applicable Commitment Percentage" in the second line of Section 4.2(e)
and substituting in lieu thereof the words, "Applicable Commitment Percentage of
Revolving Credit Commitments".
(h) The Credit Agreement is hereby further amended by deleting
Section 4.5(a) in its entirety and inserting in lieu thereof the following:
"(a) Borrower shall pay to the Agent, for the ratable
benefit of each Lender based upon its respective Applicable Commitment
Percentage of the Total Commitments, a facility fee (the "Facility
Fee") for the period commencing on the Closing Date to and including
the Maturity Date, payable quarterly in arrears on the last day of each
calendar quarter, commencing on March 31, 1997, and on the Maturity
Date, equal to the Facility Fee Percentage multiplied by the average
daily amount of the Total Commitments, whether or not utilized.".
(i) The Credit Agreement is hereby further amended by deleting the
words, "Applicable Commitment Percentage" in the tenth and eleventh lines of
Section 4.7(b) and substituting in lieu thereof the words, "Applicable
Commitment Percentage of Revolving Credit Commitments".
(j) The Credit Agreement is hereby further amended by deleting the
words, "Applicable Commitment Percentage" in the fourth and fifth lines of
Section 4.16 and substituting in lieu thereof the words, "Applicable Commitment
Percentage of Total Commitments".
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(k) The Credit Agreement is hereby further amended by adding the
following new Section 4.19:
"SECTION 4.19 CONVERSION OF SWING LINE LOANS AND READJUSTMENT
OF APPLICABLE COMMITMENT PERCENTAGES UPON ACCELERATION.
Upon the acceleration of the Loans in accordance with Section
9.10 hereof (including any automatic acceleration provided for therein)
(an "Acceleration"), all of the outstanding Swing Line Loans shall
automatically be converted into Revolving Loans and each of the Lenders
shall be deemed to have purchased or sold, as applicable, a portion of
the Revolving Loans so that after giving effect to such purchases and
sales, each Lender (including the Swing Line Lender) shall have a pro
rata share of the outstanding Revolving Loans based upon such Lender's
Applicable Commitment Percentage of Total Commitments. Accordingly,
following an Acceleration, the Agent shall promptly determine the
portion of any Revolving Loan, if any, that each Lender shall be deemed
to have purchased or sold in order to assure that the total outstanding
Revolving Loans made by each Lender, after giving effect to the
conversion of all outstanding Swing Line Loans, equals such Lender's
Applicable Commitment Percentage of the Total Commitments.
Determinations of the amounts of Revolving Loan that are deemed to have
been purchased and sold hereunder shall be conclusive absent manifest
error. Upon making such determinations, the Agent shall promptly notify
each of the Lenders of the portion of Revolving Loans that such Lender
is deemed to have purchased and/or sold. To the extent any Lender is
deemed to have purchased a Revolving Loan from another Lender
hereunder, then such Lender shall on or before 11:00 a.m. (local time
for the Agent) on the first Business Day after receipt of notice from
the Agent, deposit in an account specified by the Agent an amount equal
to the principal amount of the portion of the Revolving Loan which it
is deemed to have purchased in same day funds, whereupon such funds
shall be immediately delivered to the Lender deemed to have sold the
portion of such Revolving Loan. In no event shall any such amount be
received by the Borrower. Upon the payment of the amounts by a
purchasing Lender required herein, the amount so funded shall become an
obligation under such Lender's Revolving Credit Note and shall no
longer be owed under the Revolving Credit Note of the selling Lender.
Each Lender's obligation to purchase and sell the Revolving Loans
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referred to in this Section 4.19 shall be absolute and unconditional
and shall not be affected by any circumstance, including, without
limitation, (i) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever; (ii) any
adverse change in the condition (financial or otherwise) of the
Borrower or any other Consolidated Company; (iii) the acceleration or
maturity of any Loans or the termination of the Revolving Credit
Commitments after the making of any Revolving Loan; (iv) any breach of
this Agreement by the Borrower or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.".
(l) The Credit Agreement is hereby further amended by deleting
Section 7.10(b) in entirety and inserting in lieu thereof the following:
"(b) Subject to subsection (c) below, the Borrower shall
cause all of its Restricted Subsidiaries not existing as of the Closing
Date to execute and deliver Subsidiary Guarantees and a counterpart
Contribution Agreement in substantially the same form as set forth,
respectively, in Exhibits "L" and "M", within thirty (30) days of the
creation or acquisition of any such Restricted Subsidiary by the
Borrower or other Restricted Subsidiary; provided, however, that in the
case of any Subsidiary which holds no assets and is formed solely to
effectuate an acquisition, the thirty (30) day period referenced above
shall begin on the earlier of (i) such Subsidiary acquiring any assets
or (ii) the consummation of the acquisition for which such Subsidiary
was formed. The delivery of such documents shall be accompanied by such
other documents as the Agent may reasonably request (e.g., certificates
of incorporation, articles of incorporation and bylaws, membership
operating agreements, opinion letters and appropriate resolutions of
the Board of Directors of any such Subsidiary Guarantor).".
(m) The Credit Agreement is hereby further amended by deleting
Section 8.1 in its entirety and inserting in lieu thereof the following:
"SECTION 8.1 FINANCIAL REQUIREMENTS.
The Borrower shall not:
(i) Fixed Charges. Suffer or permit, the ratio of (a) Consolidated
Net Income Available for Fixed Charges to (b) Fixed Charges as
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of the last day of each fiscal quarter ending during the
periods set forth below as calculated for a period consisting
of the four preceding fiscal quarters, to be less than the
ratio set forth opposite such period:
-----------------------------------------
PERIOD RATIO
------ -----
-----------------------------------------
Closing Date thru 2.5:1.0
March 31, 1997
-----------------------------------------
June 30, 1997 thru 1.5:1.0
March 31, 1998
-----------------------------------------
June 30, 1998 thru 2.0:1.0
September 30, 1999
-----------------------------------------
December 31, 1999 thru 2.5:1.0
Maturity Date
-----------------------------------------
(ii) Consolidated Funded Debt to EBITDA. Permit the ratio of (a)
Consolidated Funded Debt to (b) EBITDA as of the last day of
each fiscal quarter ending during the periods set forth below
as calculated for a period consisting of the four preceding
fiscal quarters, to exceed the ratio set forth opposite such
period:
-------------------------------------------
PERIOD RATIO
------ -----
-------------------------------------------
Closing Date thru 4.25:1.0
September 30, 1997
-------------------------------------------
December 31, 1997 thru 4.0:1.0
September 30, 1998
-------------------------------------------
December 31, 1998 thru 3.5:1.0
September 30, 1999
-------------------------------------------
December 31, 1999 thru 3.0:1.0
Maturity Date
-------------------------------------------
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(iii) Consolidated Funded Debt to Total Capitalization. Permit the
ratio of Consolidated Funded Debt to Total Capitalization as
of the last day of each fiscal quarter ending during the
periods set forth below, to exceed the ratio set forth
opposite such period:
---------------------------------------
PERIOD RATIO
------ -----
---------------------------------------
Closing Date thru .65:1
September 30, 1998
---------------------------------------
December 31, 1998 thru .60:1
September 30, 1999
---------------------------------------
December 31, 1999 thru .55:1
Maturity Date
---------------------------------------
(n) The Credit Agreement is further amended by changing the amount
of the (i) Revolving Credit Commitments, (ii) the Swing Line Commitments and
(iii) the Applicable Commitment Percentage of each of the Lenders, and the Swing
Line Lender, in the case of the Swing Line Commitment, to the respective amounts
set forth on the signature pages attached hereto.
Section 2. Acknowledgment of Lenders' Commitments; Repayment of
Outstanding Loans.
(a) The parties hereto hereby agree that after giving effect to
the transactions contemplated by this Amendment, the amount of each Lender's
respective Commitment and Applicable Commitment Percentage and, in the case of
the Swing Line Lender, the Swing Line Commitment, is set forth on the signature
pages hereto. Accordingly, for purposes of the definitions of "Applicable
Commitment Percentage", "Revolving Credit Commitment" and "Swing Line
Commitment", the signature pages hereto shall constitute signature pages to the
Credit Agreement.
(b) Upon the effectiveness of this Amendment, all of the
outstanding Loans shall be repaid by the Borrower in their entirety, together
with any fees under Section 4.13 of the Credit Agreement.
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Section 3. Benefits of Credit Documents.
(a) Each reference to the Credit Agreement in any of the Credit
Documents shall be deemed to be a reference to the Credit Agreement as amended
by this Amendment, and as the Credit Agreement may from time to time be further
amended, supplemented, restated or otherwise modified in the future by one or
more other written amendments or supplemental or modification agreements entered
into pursuant to the applicable provisions thereof.
(b) Each reference to the Revolving Credit Notes in any of the
Credit Documents shall be deemed to be a reference to the Revolving Credit
Notes, substantially in the form of Exhibit A hereto, dated the date hereof,
payable to the order of each of the Lenders, in the aggregate principal amount
of $450,000,000 (the "New Revolving Credit Notes") in replacement of the
outstanding Revolving Credit Notes in favor of each of the Lenders in the
aggregate principal amount of $400,000,000.
(c) Each reference to the Competitive Bid Notes in any of the
Credit Documents shall be deemed to be a reference to the Competitive Bid Notes,
substantially in the form of Exhibit B hereto, each dated the date hereof,
payable to the order of each of the Lenders, each in the principal amount of
$450,000,000 (the "New Competitive Bid Notes", the New Competitive Bid Notes,
together with the New Revolving Credit Notes, the "New Notes") in replacement of
the outstanding Competitive Bid Notes in favor of each of the Lenders each in
the principal amount of $400,000,000.
Section 4. Conditions to Effectiveness of Amendment. The effectiveness
of this Amendment is subject to the condition precedent that each of the
following be received by the Agent (unless otherwise waived in writing by the
Agent), each of which shall be satisfactory in form and substance to the Agent:
(a) this Amendment executed by each of the parties hereto;
(b) the New Revolving Credit Notes executed by the Borrower;
(c) the New Competitive Bid Notes executed by the Borrower;
(d) the Acknowledgment and Consent of the Guarantors,
substantially in the form of Exhibit C hereto, executed by each of the
Guarantors (the "Acknowledgment");
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(e) A certificate of the Secretary or Assistant Secretary of the
Borrower which certifies as to (i) the incumbency with respect to each of the
officers of the Borrower authorized to execute and deliver this Amendment, the
New Notes and the other documents in connection therewith and (ii) the truth and
correctness of attached copies of the following: (A) all corporate or other
necessary action taken by the Borrower (including the resolutions of the board
of directors of Borrower) to authorize the execution, delivery and performance
of this Amendment, the New Notes and the other documents entered in connection
therewith; (B) the certificate of incorporation and by-laws of the Borrower (or
a statement that such documents have not been amended, supplemented or otherwise
modified from copies of such documents previously delivered to the Agent); and
(C) a certificate of existence or other good standing certificate issued by the
Secretary of State of the State of Georgia;
(f) a certificate executed by a Financial Officer of the Borrower,
stating that: (i) on such date, and after giving effect to the transactions
contemplated hereby, no Default or Event of Default has occurred and is
continuing; (ii) there has been no change which has had or is reasonably likely
to have a Materially Adverse Effect since March 31, 1997; (iii) the
representations and warranties set forth in Article 6 of the Agreement are true
and correct in all material respects on and as of such date with the same effect
as though made on and as of such date; and (iv) the Borrower on such date is in
compliance with all the terms and provisions set forth in the Credit Agreement
on its part to be observed and performed;
(g) A certificate of the Secretary or Assistant Secretary of each
of the Guarantors which certifies as to (i) the incumbency with respect to each
of the officers of such Guarantor authorized to execute and deliver the
Acknowledgment and the other documents in connection therewith and (ii) the
truth and correctness of attached copies of (A) of all corporate or other
necessary action taken by such Guarantor (including the resolutions of the board
of directors of such Guarantor) to authorize the execution, delivery and
performance of the Acknowledgment and (B) the certificate of incorporation and
by-laws of such Guarantor (or a statement that such documents have not been
amended, supplemented or otherwise modified from copies of such documents
previously delivered to the Agent);
(h) payment by the Borrower of a fee equal to $337,500.00 to the
Agent to be distributed to the Lenders pro rata based upon their Applicable
Commitment Percentage of the Total Commitments;
(i) opinions of (i) Xxxxxx XxXxxxxx, Esquire, corporate counsel to
the Borrower and the Guarantors as to certain corporate matters, and (ii) King &
Spalding,
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counsel to the Borrower and the Guarantors regarding the enforceability of the
Amendment, the Credit Agreement as amended by the Amendment, and the New Notes,
and such other matters as Agent or its counsel may request; and
(j) such other approvals, opinions or documents as the Agent may
reasonably request.
Section 5. Representations. The Borrower represents to the Lenders
that:
(a) The Borrower has the right and power, and has taken all
necessary action to authorize it, to execute and deliver this Amendment and the
New Notes, and to perform this Amendment, the New Notes and the Credit
Agreement, as amended by this Amendment, in accordance with their respective
terms. This Amendment and each of the New Notes have been duly executed and
delivered by the duly authorized officers of the Borrower, and each of this
Amendment, each New Note, and the Credit Agreement, as amended by this
Amendment, is a legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.
(b) The execution and delivery of this Amendment and the New
Notes, and the performance by the Borrower of this Amendment, the New Notes and
the Credit Agreement, as amended by this Amendment, in accordance with their
respective terms, do not and will not, by the passage of time or the giving of
notice, or otherwise: (i) violate any Requirement of Law relating to the
Borrower; (ii) conflict with, result in a breach of or constitute a default
under the charter or by-laws of the Borrower, or any of its Material Contractual
Obligations; or (iii) result in or require the creation or imposition of any
Lien upon or with respect to any property now owned or hereafter acquired by the
Borrower other than those permitted by the Credit Agreement.
Section 6. Reaffirmation. The Borrower hereby repeats and reaffirms all
representations and warranties made by the Borrower in the Credit Agreement and
the other Credit Documents to which it is a party as of the date hereof with the
same force and effect as if such representations and warranties were set forth
in this Amendment in full except to the extent such representations expressly
relate to an earlier date or have been updated to the extent permitted by the
Credit Agreement.
Section 7. Reaffirmation and Representations by Guarantor. By execution
of the Acknowledgment, each Guarantor hereby:
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(a) reaffirms its continuing obligations to the Agent and the Lenders
under the Subsidiary Guarantee to which it is a party, and agrees that the
transactions contemplated by this Amendment shall not in any way affect the
validity and enforceability of such Subsidiary Guarantee, or reduce, impair or
discharge the obligations of such Guarantor thereunder; and
(b) represents to the Lenders that:
(i) such Guarantor has the right and power, and has taken all necessary
action to authorize it, to execute and deliver the Acknowledgment, and to
perform the Acknowledgment in accordance with its terms. The Acknowledgment has
been duly executed and delivered by the duly authorized officers of each
Guarantor, and is a legal, valid and binding obligation of each Guarantor
enforceable against each Guarantor in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the enforcement of creditors' rights generally and by
general principles of equity; and
(ii) the execution and delivery of the Acknowledgment and the
performance by the such Guarantor of the Acknowledgment in accordance with its
terms, do not and will not, by the passage of time or the giving of notice, or
otherwise: (i) violate any Requirement of Law relating to such Guarantor; (ii)
conflict with, result in a breach of or constitute a default under the charter
or by-laws of such Guarantor, or any of its Material Contractual Obligations; or
(iii) result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by the Borrower or such
Guarantor other than those permitted by the Credit Agreement.
Section 8. Benefits. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
Section 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 10. Effect. Except as expressly herein amended, the terms and
conditions of the Credit Agreement shall remain in full force and effect.
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Section 11. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Credit Agreement to be executed by their authorized officers all as of the day
and year first above written.
ROCK-TENN COMPANY
(CORPORATE SEAL) By:
----------------------------------
Title:
----------------------------
Attest:
By:
---------------------
Title:
----------------
[Signatures continued on following pages]
15
[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
SUNTRUST BANK, ATLANTA, AS
AGENT AND LENDER
By:
-----------------------------------
Title:
-----------------------------
By:
-----------------------------------
Title:
-----------------------------
REVOLVING CREDIT COMMITMENT $100,000,000
APPLICABLE COMMITMENT PERCENTAGE OF 23.2558%
REVOLVING CREDIT COMMITMENTS
SWING LINE COMMITMENT $ 20,000,000
APPLICABLE COMMITMENT PERCENTAGE OF 26.6667%
TOTAL COMMITMENTS
WACHOVIA BANK OF
GEORGIA, N.A.
By:
-----------------------------------
Title:
-----------------------------
By:
-----------------------------------
Title:
-----------------------------
REVOLVING CREDIT COMMITMENT $115,000,000
APPLICABLE COMMITMENT PERCENTAGE OF 26.7442%
REVOLVING CREDIT COMMITMENTS
APPLICABLE COMMITMENT PERCENTAGE OF 25.5556%
TOTAL COMMITMENTS
[Signatures continued on next page]
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
THE CHASE MANHATTAN BANK
By:
-----------------------------------
Title:
-----------------------------
REVOLVING CREDIT COMMITMENT $72,500,000
APPLICABLE COMMITMENT PERCENTAGE OF 16.8605%
REVOLVING CREDIT COMMITMENTS
APPLICABLE COMMITMENT PERCENTAGE OF 16.1111%
TOTAL COMMITMENTS
NATIONSBANK, N.A.
By:
-----------------------------------
Title:
-----------------------------
By:
-----------------------------------
Title:
-----------------------------
REVOLVING CREDIT COMMITMENT $72,500,000
APPLICABLE COMMITMENT PERCENTAGE OF 16.8605%
REVOLVING CREDIT COMMITMENTS
APPLICABLE COMMITMENT PERCENTAGE OF 16.1111%
TOTAL COMMITMENTS
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[Signatures continued on next page]
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[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]
CIBC, INC.
By:/s/ Page Xxxxxxx
-----------------------------------
Title: Director
-----------------------------
REVOLVING CREDIT COMMITMENT $70,000,000
APPLICABLE COMMITMENT PERCENTAGE OF 16.2791%
REVOLVING CREDIT COMMITMENTS
APPLICABLE COMMITMENT PERCENTAGE OF 15.5556%
TOTAL COMMITMENTS
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