EXHIBIT 4.4
FIRST AMENDMENT
FIRST AMENDMENT, dated as of March 31, 1995 (this "Amendment"), to the
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CREDIT AGREEMENT, dated as of March 24, 1994 (the "Credit Agreement"), among (i)
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FHP INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), (ii) the
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Lenders parties thereto (individually, a "Lender", and collectively, the
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"Lenders"), (iii) CHEMICAL BANK, a New York banking corporation, as agent for
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the Lenders (in such capacity, the "Administrative Agent") and as CAF
--------------------
Loan Agent (in such capacity, the "CAF Loan Agent"), and (iv) CHEMICAL
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SECURITIES INC., as arranger (in such capacity, the "Arranger").
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W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower has requested that the Lenders agree to amend
the Credit Agreement to, among other things, increase the aggregate Revolving
Credit Commitments thereunder to $200,000,000, decrease the aggregate Term Loan
Commitments thereunder to $150,000,000, extend the Revolving Credit Termination
Date, extend and amend the amortization schedule for the Term Loans (as each of
such terms is defined in the Credit Agreement) and change certain pricing
provisions thereof as set forth in this Amendment;
NOW THEREFORE, in consideration of the premises, the parties hereto
hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in
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the Credit Agreement are used herein as defined therein.
2. Amendments to Credit Agreement. (a) Subsection 1.1 of the Credit
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Agreement is hereby amended by (i) deleting therefrom the definition of
"Applicable Margin" in its entirety and (ii) inserting the following new
definitions in the appropriate alphabetical order:
"'Applicable Facility Fee Rate': as defined in subsection 2.4(a)."
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"'Applicable Margin': for any day (a) for each ABR Loan, 0% and (b)
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for each Revolving Credit Loan and Term Loan that is a Eurodollar Loan,
during each fiscal quarter of the Borrower, (i) prior to the First
Amendment Effective Date, the rate per annum determined in accordance with
the Credit Agreement as in effect prior to the First Amendment Effective
Date and (ii) from and after the First Amendment Effective Date, the rate
per annum set forth below for Term Loans or Revolving Credit Loans, as the
case may be, opposite the Pricing Ratio Level determined as of the end of
the immediately preceding fiscal quarter, as shown (in the absence of
manifest error) on the Pricing Ratio Certificate delivered for such
immediately preceding fiscal quarter:
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APPLICABLE MARGINS
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Pricing Ratio Level Term Loans Revolving Credit Loans
------------------- ---------- ----------------------
Level I .300 of 1% .200 of 1%
Level II .325 of 1% .200 of 1%
Level III .375 of 1% .250 of 1%
Level IV .450 of 1% .275 of 1%
; provided, however, that (a) if any interest payment is made during the
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period between the first day of a fiscal quarter and the date which is the
earlier of (x) the last day of such fiscal quarter and (y) five days after
the date of delivery of the Pricing Ratio Certificate for the immediately
preceding fiscal quarter, such interest payment shall be tentatively
calculated on the basis of the Applicable Margins in effect for such
immediately preceding fiscal quarter until the Applicable Margins are
adjusted upon delivery of such Pricing Ratio Certificate and (b) in the
event that no Pricing Ratio Certificate has been delivered for a fiscal
quarter prior to the last day of the next succeeding fiscal quarter, the
Applicable Margins shall thereafter be tentatively calculated as those
applicable to Pricing Ratio Level IV until delivery of such Pricing Ratio
Certificate. Changes in the Applicable Margins in respect of any Loans
resulting from the operation of either of clauses (a) or (b) above for any
fiscal quarter shall be given effect through adjustments to the next
interest payments to be made in respect of Term Loans and Revolving Credit
Loans so as to give effect to such Applicable Margins for all affected Term
Loans and Revolving Credit Loans retroactively to the beginning of such
fiscal quarter.";
"'First Amendment Effective Date': the Effective Date, as defined in
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Section 6 of the First Amendment, dated as of March 31, 1995, to this
Agreement.";
"'Pricing Ratio Certificate': a certificate, substantially in the
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form of Exhibit K, delivered pursuant to subsection 5.2(e)."; and
"'Pricing Ratio Level': for purposes of the Pricing Ratio Certificate
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delivered following the end of a fiscal quarter of the Borrower, the ratio
of (i) Consolidated Total Debt as at the end of such fiscal quarter to (ii)
Consolidated Capital Funds as at the end of such fiscal quarter, as set
forth below:
Level Pricing Ratio
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Level I < 10%
-
Level II > 10% < 20%
-
Level III > 20% < 30%
-
Level IV > 30%."
(b) Subsection 2.4(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:
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"(a) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a facility fee for the period from and including the
first day of the Revolving Credit Commitment Period to but not including
the Revolving Credit Termination Date, computed at (i) prior to the First
Amendment Effective Date, the rate per annum determined in accordance with
the Credit Agreement as in effect prior to the First Amendment Effective
Date and (ii) from and after the First Amendment Effective Date, the rate
per annum (the "Applicable Facility Fee Rate") set forth below opposite the
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Pricing Ratio Level determined as of the end of the immediately preceding
fiscal quarter, as shown (in the absence of manifest error) on the Pricing
Ratio Certificate delivered for such immediately preceding fiscal quarter,
on the average daily amount of the Revolving Credit Commitment of such
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 Credit Termination Date or such earlier date on which the
Revolving Credit Commitments shall terminate as provided herein, commencing
on the first of such dates to occur after the First Amendment Effective
Date:
APPLICABLE FACILITY FEE RATE
----------------------------
Pricing Ratio Level Applicable Facility Fee Rate
------------------- ----------------------------
Level I .100 of 1%
Level II .125 of 1%
Level III .125 of 1%
Level IV .175 of 1%
; provided, however, that in the event that no Pricing Ratio Certificate
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has been delivered for a fiscal quarter prior to the last day of the next
succeeding fiscal quarter, the Applicable Facility Fee Rate for the
facility fee payment to be made on such date shall be tentatively
calculated as that applicable to Pricing Ratio Level IV until delivery of
such Pricing Ratio Certificate. Changes in the Applicable Facility Fee
Rate resulting from the operation of the foregoing proviso for any fiscal
quarter shall be given effect through adjustments to the next facility fee
payments to be made so as to give effect to such Applicable Facility Fee
Rate retroactively to the beginning of such fiscal quarter."
(c) Subsection 5.2 of the Credit Agreement is hereby amended by adding
a new paragraph (e) thereto as follows:
"(e) after the end of each fiscal quarter, a Pricing Ratio Certificate
signed by the chief financial officer or the treasurer of the Borrower,
showing the calculation of the Pricing Ratio Level on the last day of such
fiscal quarter."
(d) Subsection 5.2(c) of the Credit Agreement is hereby amended by
(i) deleting the word "five" and inserting in lieu thereof the word "ten" and
(ii) deleting the word "and" at the end thereof;
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(e) Subsection 5.2(d) of the Credit Agreement is hereby amended by
deleting the "." at the end of such subsection and inserting in lieu thereof the
following: "; and".
(f) The exhibits to the Credit Agreement are hereby amended by adding
a new Exhibit K thereto, which exhibit is attached hereto as Exhibit K.
(g) The definition of "Revolving Credit Termination Date" contained
in subsection 1.1 of the Credit Agreement is hereby amended by deleting the
words "Closing Date" contained therein and inserting in lieu thereof the words
"First Amendment Effective Date".
(h) The last sentence of subsection 2.1(c) of the Credit Agreement is
hereby amended by deleting clause (x) thereof in its entirety and inserting in
lieu thereof the following new clause (x):
"(x) be dated the First Amendment Effective Date,".
(i) Subsection 2.2(c) of the Credit Agreement is hereby amended by
deleting clauses (x) and (y) thereof in their entirety and inserting in lieu
thereof the following new clauses (x) and (y):
"(x) be dated the First Amendment Effective Date, (y) mature in 10
equal consecutive semi-annual installments, each of which shall be in an
amount equal to such Lender's Term Loan Commitment Percentage of
$15,000,000, commencing on the date which is six months after the First
Amendment Effective Date".
3. Amendment to Schedule I. Schedule I to the Credit Agreement is
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hereby amended by deleting such Schedule I in its entirety and inserting in lieu
thereof Schedule I to this Amendment.
4. Confirmation; Adjustment of Commitments. (a) As of the
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Effective Date (as hereinafter defined), each Lender hereby (i) confirms that it
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Loan Documents as provided by the terms thereof and in accordance with Section 8
of the Credit Agreement and (ii) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement
and the other Loan Documents are required to be performed by it as a Lender.
(b) As of the Effective Date, the Commitments of each of the Lenders
shall be as set forth on Schedule I hereto.
5. Loan Refunding. (a) Each Revolving Credit Loan and Term Loan
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outstanding on the Effective Date prior to the effectiveness of this Amendment
shall be repaid on the Effective Date to the Administrative Agent for the
account of the Lender to which such Loan is owed, in each case in accordance
with the Credit Agreement as in effect prior to the effectiveness of this
Amendment. Notwithstanding any other provision of the Credit Agreement (but
subject in any event to satisfaction of the conditions set forth in subsection
4.2 of the Credit Agreement), on the Effective Date, immediately after the
repayment of Loans described in the foregoing sentence, each Lender shall (i)
make a Term Loan to the
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Borrower in an amount equal to its Term Loan Commitment as set forth in Schedule
I hereto and (ii) make a Revolving Credit Loan to the Borrower in the amount
requested by the Borrower in accordance with the Credit Agreement, as amended by
this Amendment.
(b) Each repayment pursuant to clause (a) above shall be accompanied
by payment in full to each Lender by the Borrower of (i) all accrued interest
owed to such Lender by the Borrower under the Credit Agreement and (ii) all
unpaid amounts, if any, required to be paid to such Lender by the Borrower
pursuant to the Credit Agreement (which, for purposes hereof, shall include
payment of all fees, including facility fees, accrued for the account of such
Lender pursuant to subsection 2.4 of the Credit Agreement before giving effect
to this Amendment).
(c) In order to permit the repayment and reborrowing described in
paragraph (a) above to be accomplished on the Effective Date, the Borrower shall
give timely notice to the Administrative Agent of the amounts and types of Loans
to be borrowed on the Effective Date in accordance with the provisions of the
Credit Agreement applicable to notices of borrowing.
(d) As of the Effective Date, each Lender that has no Commitments (as
reflected on Schedule I to this Amendment) shall cease to be a party to the
Credit Agreement; provided that such Lender shall continue to benefit from any
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provision of the Credit Agreement that is expressed to survive termination of
the Credit Agreement.
6. Effectiveness. The amendments provided for herein shall become
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effective on March 31, 1995 (the "Effective Date"), provided that the following
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conditions precedent have been satisfied on or before such date:
(a) the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by all the parties listed on the
signature pages hereto;
(b) each Lender shall have received replacement Notes, in the forms
specified by the Credit Agreement, duly executed and delivered by the
Borrower;
(c) the Administrative Agent shall have received an opinion or
opinions of counsel to the Borrower, in form and substance satisfactory to
the Administrative Agent, covering such matters as the Administrative Agent
may reasonably request and, in any event, each such opinion shall expressly
state that it is being delivered pursuant to the request of the Borrower;
(d) the principal, interest, fees and other amounts required by
Section 5 hereof to be paid to the Administrative Agent, for the account of
each Lender, shall have been paid; and
(e) all corporate and other proceedings and all other documents and
legal matters in connection with the transactions contemplated by this
Amendment shall be satisfactory in form and substance to the Administrative
Agent and its counsel.
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7. Representations and Warranties. After giving effect to the
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amendments contained herein, on the Effective Date, the Borrower hereby
confirms, reaffirms and restates in all material respects the representations
and warranties set forth in Section 3 of the Credit Agreement; provided that
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each reference in such Section 3 to "this Agreement" shall be deemed to be a
reference both to this Amendment and to the Credit Agreement as amended by this
Amendment; and provided, further, that to the extent such representations and
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warranties specifically relate to an earlier date, such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date.
8. Continuing Effect; No Other Amendments. Except as expressly
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amended or waived hereby, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect. The amendments
contained herein shall not constitute an amendment or waiver of any other
provision of the Credit Agreement or for any purpose except as expressly set
forth herein.
9. Counterparts. This Amendment may be executed by one or more of
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the parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
FHP INTERNATIONAL CORPORATION
By:/s/ Xxxxxxx X. Xxx
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Title: Chief Financial Officer
CHEMICAL BANK,
as Administrative Agent, as CAF Loan Agent and
as a Lender
By:/s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
THE TOKAI BANK, LTD., LOS ANGELES
AGENCY
By:/s/ Xxxxxxxx Xxxxx
-----------------------------------
Title: Assistant General Manager
THE SUMITOMO BANK, LIMITED, LOS
ANGELES BRANCH
By:/s/ Xxxxxxx Xxxxx
-----------------------------------
Title: General Manager
THE SANWA BANK LIMITED, ACTING
THROUGH THE LOS ANGELES BRANCH
By:/s/ Xxxx Xxxxxxxxx
-----------------------------------
Title: Vice President and Manager
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THE INDUSTRIAL BANK OF JAPAN, LIMITED,
LOS ANGELES AGENCY
By:/s/ Xxxxxxxxx Xxxxx
-----------------------------------
Title: Sr. Vice President and Sr. Manager
BANK OF HAWAII
By:/s/ Xxxxx X. Xxxxxxx
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Title: Vice President
CITICORP USA, INC.
By:/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Title: Vice President
THE BANK OF NEW YORK
By:/s/ Xxxxxxx Xxxxx Xxxxxx
-----------------------------------
Title: Assistant Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
(FICAL)
By:/s/ Xxxxxxx X. Xxxxx Xxxx X. Xxxxx
-----------------------------------------
Title: Vice President Asst. Vice President
0
XXXXX XXXXX XXXXXXXX XXXX XX XXXXX
XXXXXXXX
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------------
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Xxxxxxx Xxxxxx
-----------------------------------
Title: Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By:/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Title: Deputy General Manager
THE SUMITOMO TRUST & BANKING
CO., LTD., NEW YORK BRANCH
By:/s/ Xxxxx X. Xxxxxx
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Title: Senior Vice President and Manager
BANKERS TRUST COMPANY
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Title: Assistant Vice President
NATIONSBANK OF TEXAS, N.A.
By:/s/ Xxxx X. XxXxxxx
-----------------------------------
Title: Vice President
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KREDIETBANK N.V.
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
By:/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
LOS ANGELES AGENCY
By:/s/ Xxxxxxxx Xxxxxx
-----------------------------------
Title: Senior Vice President and Joint
General Manager
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SCHEDULE I
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LENDERS AND COMMITMENTS
CHEMICAL BANK
Revolving Credit Commitment: $15,428,571.43
Term Loan Commitment: $11,571,428.57
Revolving Credit Commitment Percentage: 7.7142857%
Term Loan Commitment Percentage: 7.7142857%
Address for Notices:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
FIRST INTERSTATE BANK OF CALIFORNIA (FICAL)
Revolving Credit Commitment: $13,714,285.71
Term Loan Commitment: $10,285,714.29
Revolving Credit Commitment Percentage: 6.8571429%
Term Loan Commitment Percentage: 6.8571429%
Address for Notices:
U.S. Banking Division
000 Xxxxxxxx Xxxxxxxxx, X00-00
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
11
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Takaomi Tomioka
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
00
XXX XXXX XX XXX XXXX
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
00000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxx-Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
CITICORP USA, INC.
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxxx Au Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
00
XXXXX XXXXX XXXXXXXX XXXX XX XXXXX XXXXXXXX
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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BANKERS TRUST COMPANY
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
One Bankers Trust Xxxxx
Xxxx Xxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
and copies to:
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
NATIONSBANK OF TEXAS, N.A.
Revolving Credit Commitment: $12,571,428.57
Term Loan Commitment: $9,428,571.43
Revolving Credit Commitment Percentage: 6.2857143%
Term Loan Commitment Percentage: 6.2857143%
Address for Notices:
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxxxx-Xxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
15
PNC BANK, NATIONAL ASSOCIATION
Revolving Credit Commitment: $10,285,714.29
Term Loan Commitment: $7,714,285.71
Revolving Credit Commitment Percentage: 5.1428571%
Term Loan Commitment Percentage: 5.1428571%
Address for Notices:
00 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
THE INDUSTRIAL BANK OF JAPAN, LIMITED, LOS ANGELES AGENCY
Revolving Credit Commitment: $10,285,714.29
Term Loan Commitment: $7,714,285.71
Revolving Credit Commitment Percentage: 5.1428571%
Term Loan Commitment Percentage: 5.1428571%
Address for Notices:
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxx-Xxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
16
THE SUMITOMO BANK, LIMITED, LOS ANGELES BRANCH
Revolving Credit Commitment: $10,285,714.29
Term Loan Commitment: $7,714,285.71
Revolving Credit Commitment Percentage: 5.1428571%
Term Loan Commitment Percentage: 5.1428571%
Address for Notices:
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx Xxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
THE DAI-ICHI KANGYO BANK, LTD. - LOS ANGELES AGENCY
Revolving Credit Commitment: $8,000,000.00
Term Loan Commitment: $6,000,000.00
Revolving Credit Commitment Percentage: 4.0000000%
Term Loan Commitment Percentage: 4.0000000%
Address for Notices:
000 X. Xxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
17
KREDIETBANK N.V.
Revolving Credit Commitment: $8,000,000.00
Term Loan Commitment: $6,000,000.00
Revolving Credit Commitment Percentage: 4.0000000%
Term Loan Commitment Percentage: 4.0000000%
Address for Notices:
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
THE SANWA BANK LIMITED, ACTING THROUGH THE LOS ANGELES BRANCH
Revolving Credit Commitment: $8,000,000.00
Term Loan Commitment: $6,000,000.00
Revolving Credit Commitment Percentage: 4.0000000%
Term Loan Commitment Percentage: 4.0000000%
Address for Notices:
000 X. Xxxxxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
18
THE TOKAI BANK, LTD., LOS ANGELES AGENCY
Revolving Credit Commitment: $8,000,000.00
Term Loan Commitment: $6,000,000.00
Revolving Credit Commitment Percentage: 4.0000000%
Term Loan Commitment Percentage: 4.0000000%
Address for Notices:
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BANK OF HAWAII
Revolving Credit Commitment: $7,428,571.43
Term Loan Commitment: $5,571,428.57
Revolving Credit Commitment Percentage: 3.7142857%
Term Loan Commitment Percentage: 3.7142857%
Address for Notices:
000 Xxxxxxxx Xxxxxx, 00xx xxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
19
EXHIBIT K
---------
FORM OF
PRICING RATIO CERTIFICATE
Pursuant to subsection 5.2(e) of the Credit Agreement, dated as of
March 24, 1994, as amended, among FHP International Corporation, the several
banks and other financial institutions from time to time parties thereto as
Lenders, Chemical Bank, as Administrative Agent and as CAF Loan Agent, and
Chemical Securities Inc., as Arranger, the undersigned hereby certifies that the
Pricing Ratio Level in respect of the fiscal quarter most recently ended is
calculated as follows:
(Fiscal quarter ended __________________)
Consolidated Total Debt $ _______________
Consolidated Capital Funds _______________
Pricing = Consolidated Total Debt $ =
--------------------------- -------------- -----------
Ratio Consolidated Capital Funds $
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of the date set forth below.
Dated: ________________
FHP INTERNATIONAL CORPORATION
By: ___________________________________________
Title:
20
