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EXHIBIT 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated August 27, 2001, is made and entered into on the terms and
conditions hereinafter set forth, by and among AMERICA SERVICE GROUP INC., a
Delaware corporation (the "Borrower"), the subsidiaries of the Borrower who are
parties to the Credit Agreement, as hereinafter defined (the "Guarantors"), the
several lenders who are now or hereafter become parties to the Credit Agreement
(the "Lenders"), and BANK OF AMERICA, N.A., a national banking association
("Bank of America"), individually and as administrative agent for the Lenders
and the Issuing Bank (in such capacity, the "Administrative Agent"), and as
Issuing Bank.
RECITALS:
1. Pursuant to an Amended and Restated Credit Agreement dated as of
August 1, 2000, among the Borrower, the Guarantors, the Administrative Agent,
the Lenders and the Issuing Bank (as the same heretofore may have been and/or
hereafter may be amended, restated, supplemented, extended, renewed, replaced or
otherwise modified from time to time, the "Credit Agreement"), the Lenders have
agreed to make Loans and purchase participations in Letters of Credit issued for
the account of the Borrower, and the Issuing Bank has agreed to issue such
Letters of Credit, all as more specifically described in the Credit Agreement.
Capitalized terms used but not otherwise defined in this Agreement have the same
meanings as in the Credit Agreement.
2. The parties hereto desire to amend the Credit Agreement in certain
respects, as more particularly hereinafter set forth.
AGREEMENTS:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. AMENDMENT OF SECTION 1.1. Section 1.1 of the Credit Agreement is
hereby amended to insert the following new definitions in the appropriate
locations according to alphabetical order, or to amend and restate existing
definitions to read as indicated, as applicable:
"Eligible Accounts" shall mean all accounts of the Borrower and the
Guarantors in which the Administrative Agent, for the benefit of
itself, the Lenders and the Issuing Bank, has been granted a first and
prior perfected security interest, excluding all items that the
Administrative Agent reasonably determines to be ineligible, and with
such adjustments thereto as the Administrative Agent reasonably
determines to be appropriate. Without limiting the foregoing, within
two (2) weeks after receipt of the Field Examination Report, the
Administrative Agent, with the concurrence of Requisite Lenders, may
impose such eligibility limitations as it deems appropriate, in the
exercise of its discretion, on the basis of its review of the Field
Examination Report.
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"Eligible Inventory" shall mean all inventory of the Borrower and
the Guarantors in which the Administrative Agent, for the benefit of
itself, the Lenders and the Issuing Bank, has been granted a first and
prior perfected security interest, valued at the lesser of cost or
market, excluding items that are out-of-date, obsolete or otherwise
unmarketable, with such adjustments thereto as the Administrative Agent
reasonably determines to be appropriate. Without limiting the
foregoing, within two (2) weeks after receipt of the Field Examination
Report, the Administrative Agent, with the concurrence of Requisite
Lenders, may impose such eligibility limitations as it deems
appropriate, in the exercise of its discretion, on the basis of its
review of the Field Examination Report.
"Facilities Credit Base" shall mean, as of any date of
determination occurring during each of the periods indicated below, an
aggregate amount equal to the sum of the respective percentages of
Eligible Accounts and Eligible Inventory specified as being applicable
during such Fiscal Quarter:
Eligible Eligible
Period Accounts Inventory
------ -------- ---------
Through December 31, 2001 100% 75%
January 1, 2002 - January 31, 2002 100% 50%
February 1, 2002 - March 31, 2002 95% 50%
April 1, 2002 - June 30, 2002 90% 50%
July 1, 2002 and thereafter 80% 50%
Notwithstanding the foregoing, after receipt of the Field Examination
Report, the Administrative Agent, with the concurrence of Requisite
Lenders, in its discretion may reduce the specified percentages of
Eligible Accounts to a percentage not less than 80%.
"Field Examination Report" shall have the meaning assigned to such
term in Section 8.22.
"IBNR Report" shall mean a report of the "incurred but not reported"
expense reserves of the Borrower and the Guarantors, setting forth in
reasonable detail the manner of calculation.
"Permitted Acquisition" - Not applicable. Any and all provisions of
this Agreement involving the application of such term shall be
disregarded as to such term and shall be construed as if such term and
language relating specifically thereto had not been included.
"Strategic Transaction Expenses" shall mean expenses in an aggregate
amount not to exceed $500,000 reasonably incurred by the Borrower
during the Fiscal Quarter ending September 30, 2001 in connection with
strategic corporate initiatives under consideration by the Borrower.
2. AMENDMENT OF SECTION 2.1.1. Section 2.1.1 of the Credit Agreement is
hereby amended by adding the following new subsection (d):
(d) Notwithstanding the foregoing or any other provision of this
Agreement that may be to the contrary, in no event shall the aggregate
amount of the Loans and Letter of Credit Liabilities outstanding on any
date exceed an amount equal to the amount of the Facilities Credit Base
on such date. The Borrower shall prepay Loans to the extent necessary
so that the aggregate amount of the Loans and Letter of Credit
Liabilities outstanding on any date will not exceed an amount equal to
the amount of the Facilities Credit Base on such date, and any
prepayment pursuant to this sentence shall be applied first to Swing
Line Loans until the same have been fully repaid, then to Base Rate
Loans until the same have been fully repaid, and then to LIBOR Loans.
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3. ADDITION OF NEW SECTION 2.1.3. Article 2 of the Credit Agreement is
hereby amended by adding the following new Section 2.1.3:
2.1.3. Mandatory Reductions of Commitments.
(a) On the forty-fifth (45th) day following the end of each
Fiscal Quarter ending on each of the dates specified below, the
Commitments shall be permanently reduced by an amount equal to
seventy-five percent (75%) of the amount by which EBITDA for such
Fiscal Quarter exceeds the EBITDA amount specified below for such
Fiscal Quarter:
Fiscal Quarter EBITDA
-------------- ------
June 30, 2002 $ 3,700,000
September 30, 2002 4,300,000
December 31, 2002 4,200,000
March 31, 2003 3,600,000
(b) The Commitments also shall be permanently reduced on each
date set forth below by the corresponding amount specified for such
date:
Reduction
Reduction Date Amount
November 1, 2001 $ 1,000,000
December 1, 2001 1,500,000
January 1, 2002 2,500,000
February 1, 2002 1,000,000
March 1, 2002 1,500,000
April 1, 2002 2,500,000
July 1, 2002 5,000,000
January 1, 2003 5,000,000
Commitment Period
Expiration Date Remaining Commitments
provided, however, that on the effective date of any
voluntary reduction in the Commitments pursuant to Section 2.1.2,
the amount of the scheduled reduction on the first scheduled
reduction date following the date of such voluntary reduction shall
be reduced by the amount of such voluntary reduction and to the
extent that the amount of such voluntary reduction exceeds the
amount of such scheduled reduction, the excess shall be applied to
reduce the amount of the scheduled reduction on the next succeeding
scheduled reduction date and each scheduled reduction date
thereafter until applied in full. Except as set forth in the proviso
of
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the preceding sentence, the reduction dates set forth above
shall not be extended, nor shall the scheduled amount of any
reduction set forth above be reduced, without the written consent of
the Administrative Agent and all of the Lenders.
4. AMENDMENT OF SECTION 2.13. Section 2.13 of the Credit Agreement is
hereby amended to read as follows:
2.13 Interest and Fees Margins. For purposes of interest and fee
computations hereunder involving the Applicable Base Rate Margin, the
Applicable LIBOR Margin, the Applicable Letter of Credit Fee Percentage
and the Applicable Commitment Fee Percentage, such margins and
percentages shall be determined as follows:
Applicable Applicable
Applicable Applicable Letter of Commitment
LIBOR Base Rate Credit Fee Fee
Tier Margin Margin Percentage Percentage
---- ------ ------ ---------- ----------
1 1.50% 0.00% 1.50% 0.300%
2 1.75% 0.25% 1.75% 0.375%
3 2.00% 0.50% 2.00% 0.375%
4 2.25% 0.75% 2.25% 0.500%
5 2.75% 1.25% 2.75% 0.500%
6 3.25% 1.75% 3.25% 0.500%
7 3.75% 2.25% 3.75% 0.625%
Except as expressly hereinafter provided, the applicable tier
at any time shall be determined with reference to the Borrower's
Leverage Ratio at such time, as follows:
Tier Leverage Ratio
---- --------------
1 Less than 1.00 to 1.00
2 Equal to or greater than 1.00 to 1.00 but less than 1.50 to 1.00
3 Equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00
4 Equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00
5 Equal to or greater than 2.50 to 1.00 but less than 2.75 to 1.00
6 Equal to or greater than 2.75 to 1.00 but less than 3.00 to 1.00
7 Equal to or greater than 3.00 to 1.00
Any adjustment in the margins set forth above shall take effect on the
first Pricing Tier Determination Date following the Fiscal Quarter as to which
such ratio was calculated.
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Notwithstanding the foregoing, from the date hereof to but not
including the first Pricing Tier Determination Date after December 31, 2001, the
following margins shall be applicable:
Applicable Applicable
Applicable Applicable Letter of Commitment
LIBOR Base Rate Credit Fee Fee
Margin Margin Percentage Percentage
------ ------ ---------- ----------
3.50% 2.00% 3.50% 0.500%
5. AMENDMENT OF SECTION 8.1.3. Section 8.1.3 of the Credit Agreement is
hereby amended to read as follows:
8.1.3 Monthly Financial Statements and Reports. Furnish to the
Administrative Agent and each Lender (a) as soon as available and in
any event within thirty (30) days after the end of each month (other
than the last month in a Fiscal Quarter, in which case the period shall
be forty-five (45) days), an unaudited consolidated balance sheet of
the Borrower and its Subsidiaries as of the end of such month, the
related consolidated statement of income of the Borrower and its
Subsidiaries for such month and a schedule of Service Contract
operating margins for such month, certified by a Responsible Officer of
the Borrower, together with a certificate of a Responsible Officer of
the Borrower stating that no Default has occurred and is continuing or,
if in the opinion of such officer, a Default has occurred and is
continuing, a statement as to the nature thereof and the action that
the Borrower proposes to take with respect thereto, and (b) within
thirty (30) days after the end of each month, a certificate of a
Responsible Officer of the Borrower calculating the Facilities Credit
Base as of the end of such month.
6. ADDITION OF NEW SECTION 8.1.4. Section 8.1 of the Credit Agreement
is hereby amended by adding the following new Section 8.1.4 and renumbering
existing Section 8.1.4 as 8.1.5:
8.1.4. IBNR Reports. Furnish to the Administrative Agent and each
Lender (a) as soon as available and in any event within thirty (30)
days after the end of each month, an IBNR Report as of the end of such
month, certified by a Responsible Officer of the Borrower, and (b) as
soon as practicable and in any event within forty-five (45) days after
the end of each Fiscal Quarter of the Borrower ending on or before
September 30, 2002, an IBNR Report as of the end of such Fiscal
Quarter, prepared by independent public accountants or another
third-party consulting professional acceptable to the Administrative
Agent, certified by a Responsible Officer of the Borrower.
7. ADDITION OF NEW SECTIONS 8.22, 8.23 AND 8.24. Article 8 of the
Credit Agreement is hereby amended by adding the following new Sections 8.22,
8.23 and 8.24:
8.22. Field Examination and Report. Permit a field examination of
the accounts of the Borrower and the Guarantors to be made by the
Administrative Agent or its
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designee, at the expense of the Borrower and the Guarantors, such that
a report with respect to such accounts (the "Field Examination Report")
can be prepared and delivered to the Lenders on or before September 28,
2001.
8.23 IBNR Reserves. Until the end of the Fiscal Year of the Borrower
and the Guarantors ending December 31, 2002, maintain their "incurred
but not reported" expense reserves within the ranges recommended by the
third-party IBNR Reports described in clause (b) of Section 8.1.4.
8.24. Deposits and Collections. Maintain, and cause their respective
Subsidiaries to maintain, all of their deposit accounts with the
Administrative Agent, and in connection therewith the Borrower and the
Guarantors agree as follows:
(a) The Borrower and the Guarantors will instruct all of
their respective account debtors to remit all sums owing to the
Borrower or a Guarantor to a specific "lockbox" account maintained
with the Administrative Agent, and will take all actions necessary
to assure that not less than ninety percent (90%) of the aggregate
dollar amount of all remittances to the Borrower and the Guarantors
from their account debtors are remitted directly to the lockbox
account.
(b) The Borrower and the Guarantors hereby grant to the
Administrative Agent, for the benefit of itself, the Lenders and the
Issuing Bank, a security interest in all deposit accounts now or
hereafter maintained with the Administrative Agent, all funds now or
hereafter on deposit therein and all proceeds thereof, as security
for their respective Obligations. Upon the occurrence of an Event of
Default, the Administrative Agent may prevent further withdrawals
from such deposit accounts by the Borrower and the Guarantors and
shall have all rights and remedies of a secured party with respect
thereto.
8. AMENDMENT OF SECTION 10.1.1. Section 10.1.1 of the Credit Agreement
is hereby amended to read as follows:
10.1.1. Minimum Net Worth. Permit Net Worth as of the end of any
Fiscal Quarter ending on or after September 30, 2001 to be less than
the sum of (a) ninety percent (90%) of Net Worth as of the end of the
Fiscal Quarter ended June 30, 2001, plus (b) ninety percent (90%) of
cumulative Consolidated Net Income for each Fiscal Quarter beginning
with the Fiscal Quarter ending September 30, 2001, with no decrease for
any negative Consolidated Net Income during any Fiscal Quarter. It is
understood and agreed that solely for purposes of calculating
compliance with this covenant as of any date subsequent to September
30, 2001, Strategic Transaction Expenses shall be added to Net Worth to
the extent that such expenses were deducted in calculating Consolidated
Net Income for the Fiscal Quarter ending September 30, 2001.
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9. AMENDMENT OF SECTION 10.1.2. Section 10.1.2 of the Credit Agreement
is hereby amended to read as follows:
10.1.2. Fixed Charge Coverage Ratio. Permit the Fixed Charge
Coverage Ratio for each of the Fiscal Quarters ending on the dates
indicated below to exceed the Fixed Charge Coverage Ratio specified for
such Fiscal Quarter:
Fixed Charge
Fiscal Quarter Coverage Ratio
-------------- --------------
September 30, 2001 1.00 to 1.00
December 31, 2001 1.05 to 1.00
March 31, 2002 1.05 to 1.00
June 30, 2002 1.05 to 1.00
September 30, 2002 1.05 to 1.00
December 31, 2002 and thereafter 1.25 to 1.00
It is understood and agreed that (a) solely for purposes of calculating
the Fixed Charge Coverage Ratio for the Fiscal Quarter ending September
30, 2001, the imputed principal amortization component shall be five
percent (5%) of the aggregate principal balance of the Loans and Letter
of Credit Liabilities outstanding on September 30, 2001 instead of ten
percent (10%) of such aggregate principal balance as currently
specified in the definition of "Fixed Charge Coverage Ratio", and (b)
solely for purposes of calculating the Fixed Charge Coverage Ratio for
the Fiscal Quarters ending September 30, 2001 and December 31, 2001,
Strategic Transaction Expenses shall be added to EBITDA to the extent
that such expenses were deducted in calculating Consolidated Net Income
for the Fiscal Quarter ending September 30, 2001.
10. AMENDMENT OF SECTION 10.1.3. Section 10.1.3 of the Credit Agreement
is hereby amended to read as follows:
10.1.3. Leverage Ratio. Permit the Leverage Ratio for each of the
Fiscal Quarters ending on the dates set forth below to exceed the
Leverage Ratio specified for such Fiscal Quarter:
Fiscal Quarter Leverage Ratio
-------------- --------------
September 30, 2001 3.25 to 1.00
December 31, 2001 3.15 to 1.00
March 31, 2002 3.15 to 1.00
June 30, 2002 3.15 to 1.00
September 30, 2002 3.00 to 1.00
December 31, 2002 and thereafter 2.75 to 1.00
It is understood and agreed that (a) solely for purposes of calculating
the Leverage Ratio for the Fiscal Quarter ending September 30, 2001,
EBITDA shall be calculated by multiplying EBITDA for such Fiscal
Quarter by four (4) instead of multiplying EBITDA
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for the six (6) month period ending on the last day of such Fiscal
Quarter by two (2), and (b) solely for purposes of calculating the
Leverage Ratio for the Fiscal Quarters ending September 30, 2001 and
December 31, 2001, Strategic Transaction Expenses shall be added to
EBITDA to the extent that such expenses were deducted in calculating
Consolidated Net Income for the Fiscal Quarter ending September 30,
2001.
11. AMENDMENT OF SECTION 10.1.4. Section 10.1.4 of the Credit Agreement
is hereby amended to read as follows:
10.1.4. Capital Expenditures. Make Ordinary Capital Expenditures in
an aggregate amount in excess of $2,000,000 in any one Fiscal Year, or
make any Reimbursable Capital Expenditure at any time if the aggregate
unreimbursed amount outstanding in respect of Reimbursable Capital
Expenditures would exceed the Reimbursable Capital Expenditure Limit.
12. ADDITION OF NEW SECTION 10.1.5. Article 10 of the Credit Agreement
is hereby amended by adding the following new Section 10.1.5:
10.1.5. EBITDA. Permit EBITDA for each of the Fiscal Quarters
ending on each of the dates set forth below to be less than the EBITDA
specified for such Fiscal Quarter:
Fiscal Quarter EBITDA
-------------- ------
September 30, 2001 $ 3,800,000
December 31, 2001 3,700,000
March 31, 2002 3,300,000
June 30, 2002 3,100,000
September 30, 2002 3,600,000
It is understood and agreed that solely for purposes of calculating
compliance with this covenant for the Fiscal Quarter ending September
30, 2001, Strategic Transaction Expenses shall be added to EBITDA to
the extent that such expenses were deducted in calculating Consolidated
Net Income for such Fiscal Quarter.
13. FEES. In consideration of the agreements of the Lenders set forth
herein, the Borrower agrees to pay to each Lender a fee in an amount equal to
0.25% of such Lender's Commitment. Such fees shall be due and payable
immediately upon the effectiveness of this Amendment as set forth in Section 14
of this Amendment.
14. EFFECTIVENESS. This Amendment shall be effective only upon
execution and delivery by the Borrower, the Guarantors, the Administrative
Agent, the Issuing Bank and Requisite Lenders.
15. REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTORS.
As an inducement to the Administrative Agent, the Issuing Bank and the Lenders
to enter into this
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Amendment, the Borrower and the Guarantors hereby represent and warrant to the
Administrative Agent, the Issuing Bank and the Lenders that, on and as of the
date hereof:
(a) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct, except for
(1) representations and warranties that expressly relate to an earlier
date, which remain true and correct as of said earlier date, and (2)
representations and warranties that have become untrue or incorrect
solely because of changes permitted by the terms of the Credit
Agreement and the other Loan Documents, and
(b) no Default or Event of Default other than the Specified
Defaults has occurred and is continuing.
16. EFFECT OF AMENDMENT; CONTINUING EFFECTIVENESS OF CREDIT AGREEMENT
AND LOAN DOCUMENTS.
(a) Neither this Amendment nor any other indulgences that may have
been granted to the Borrower or any of the Guarantors by the
Administrative Agent, the Issuing Bank or any Lender shall constitute a
course of dealing or otherwise obligate the Administrative Agent, the
Issuing Bank or any Lender to modify, expand or extend the agreements
contained herein, to agree to any other amendments to the Credit
Agreement or to grant any consent to, waiver of or indulgence with
respect to any other noncompliance with any provision of the Loan
Documents.
(b) This Amendment shall constitute a Loan Document for all
purposes of the Credit Agreement and the other Loan Documents. Any
noncompliance by the Borrower or any Guarantor with any of the
covenants, terms, conditions or provisions of this Agreement shall
constitute an Event of Default. Except to the extent amended hereby,
the Credit Agreement, the other Loan Documents and all terms,
conditions and provisions thereof shall continue in full force and
effect in all respects.
17. RELEASE AND WAIVER. The Borrower and the Guarantors hereby
stipulate, acknowledge and agree that they have no claims or causes of action of
any kind whatsoever against the Lenders, the Administrative Agent or the Issuing
Bank. The Borrower and the Guarantors hereby release the Lenders, the
Administrative Agent or the Issuing Bank from any and all claims, causes of
action, demands and liabilities of any kind whatsoever, whether direct or
indirect, fixed or contingent, liquidated or unliquidated, disputed or
undisputed, known or unknown, that the Borrower or the Guarantors may now or
hereafter have relating in any way to any event, circumstance, action or failure
to act on or before the date of this Amendment. The release by the Borrower and
the Guarantors herein, together with the other terms and provisions of this
Amendment, are entered into by Borrower and Guarantors advisedly and without
compulsion, coercion or duress, the Borrower and Guarantors having determined
that this Amendment and all of its terms, conditions and provisions are in the
economic best interests of the Borrower and the Guarantors. The Borrower and the
Guarantors represent that they are entering into this Amendment freely and with
the advice of counsel as to their legal alternatives.
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18. COUNTERPARTS. This Amendment may be executed in multiple
counterparts or copies, each of which shall be deemed an original hereof for all
purposes. One or more counterparts or copies of this Agreement may be executed
by one or more of the parties hereto, and some different counterparts or copies
executed by one or more of the other parties. Each counterpart or copy hereof
executed by any party hereto shall be binding upon the party executing same even
though other parties may execute one or more different counterparts or copies,
and all counterparts or copies hereof so executed shall constitute but one and
the same agreement. Each party hereto, by execution of one or more counterparts
or copies hereof, expressly authorizes and directs any other party hereto to
detach the signature pages and any corresponding acknowledgment, attestation,
witness or similar pages relating thereto from any such counterpart or copy
hereof executed by the authorizing party and affix same to one or more other
identical counterparts or copies hereof so that upon execution of multiple
counterparts or copies hereof by all parties hereto, there shall be one or more
counterparts or copies hereof to which is(are) attached signature pages
containing signatures of all parties hereto and any corresponding
acknowledgment, attestation, witness or similar pages relating thereto.
19. MISCELLANEOUS.
(a) This Amendment shall be governed by, construed and enforced in
accordance with the laws of the State of Tennessee, without reference
to the conflicts or choice of law principles thereof.
(b) The headings in this Amendment and the usage herein of defined
terms are for convenience of reference only, and shall not be construed
as amplifying, limiting or otherwise affecting the substantive
provisions hereof.
(c) Any reference herein to any instrument, document or agreement,
by whatever terminology used, shall be deemed to include any and all
amendments, modifications, supplements, extensions, renewals,
substitutions and/or replacements thereof as the context may require.
(d) When used herein, (1) the singular shall include the plural,
and vice versa, and the use of the masculine, feminine or neuter gender
shall include all other genders, as appropriate, (2) "include",
"includes" and "including" shall be deemed to be followed by "without
limitation" regardless of whether such words or words of like import in
fact follow same, and (3) unless the context clearly indicates
otherwise, the disjunctive "or" shall include the conjunctive "and".
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the date first written above.
BORROWER:
AMERICA SERVICE GROUP INC.
a Delaware corporation
By: /s/ X. X. Xxxxxxx
----------------------------------------
X. Xxxxxx Choppin, Senior Vice President
and Chief Financial Officer
GUARANTORS:
PRISON HEALTH SERVICES, INC.
a Delaware corporation
By: /s/ X. X. Xxxxxxx
----------------------------------------
X. Xxxxxx Choppin, Senior Vice President
and Chief Financial Officer
PRISON HEALTH SERVICES OF INDIANA, L.L.C.
an Indiana limited liability company
BY: PRISON HEALTH SERVICES, INC.
a Delaware corporation
By: /s/ X. X. Xxxxxxx
------------------------------------
X. Xxxxxx Choppin, Senior Vice
President and Chief Financial
Officer
Being the duly authorized General Manager
thereof.
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EMSA GOVERNMENT SERVICES, INC.
a Florida corporation
By: /s/ X. X. Xxxxxxx
----------------------------------------
X. Xxxxxx Choppin, Senior Vice President
and Chief Financial Officer
EMSA CORRECTIONAL CARE, INC.
a Florida corporation
By: /s/ X. X. Xxxxxxx
----------------------------------------
X. Xxxxxx Choppin, Senior Vice President
and Chief Financial Officer
EMSA MILITARY SERVICES, INC.
a Florida corporation
By: /s/ X. X. Xxxxxxx
----------------------------------------
X. Xxxxxx Choppin, Senior Vice President
and Chief Financial Officer
EMSA LIMITED PARTNERSHIP
a Florida limited partnership
BY: EMSA CORRECTIONAL CARE, INC.
a Florida corporation
By: /s/ X. X. Xxxxxxx
------------------------------------
X. Xxxxxx Choppin, Senior Vice
President and Chief Financial
Officer
Being the duly authorized General
Partner thereof.
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CORRECTIONAL HEALTH SERVICES, INC.
a New Jersey corporation
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Xxxx X. Xxxxxxx, Senior Vice President
SECURE PHARMACY PLUS, INC.
By: /s/ X. X. Xxxxxxx
----------------------------------------
X. Xxxxxx Choppin, Senior Vice President
and Chief Financial Officer
[SIGNATURES CONTINUED NEXT PAGE]
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ADMINISTRATIVE AGENT, LENDER AND
ISSUING BANK:
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxxx X. Xxxx
----------------------------------------
Title: Senior Vice President
LENDERS:
AMSOUTH BANK,
as a Lender and as a Co-Agent
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Senior Vice President
XXXXXX TRUST AND SAVINGS BANK
as a Lender and as a Co-Agent
By: /s/ Xxxxxx Xxxxxxx-Xxxxxxxx
----------------------------------------
Title: Vice President
COMERICA BANK
as a Lender
By: Xxxxxxx X. Xxxxxx
----------------------------------------
Title: Vice President
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