EXHIBIT 99.1
AMENDMENT DATED MARCH 28, 2002, TO CERTAIN DEFINITIONS IN THE COMPANY'S AMENDED
AND RESTATED CREDIT AGREEMENT AMONG THE COMPANY AND ITS SUBSIDIARIES, THE
LENDERS PARTY THERETO AND BANK OF AMERICA, AS AGENT
(a) In the definition of "Consolidated EBITDA", in order to
clarify that the add-back of Restructuring Charges taken by the
Borrower and its Subsidiaries in the first, second and third quarters
of the Borrower's 2001 fiscal year continues to be permitted, so long
as such add-back does not exceed $25,000,000 in the aggregate for such
three quarters (such add-back was previously permitted pursuant to
Amendment No. 3 to Amended and Restated Credit Agreement dated March
21, 2001, but was inadvertently omitted from Amendment No. 4). Clause
(ii)(D) shall be modified to read as follows:
(D)(x) for the Borrower's first three quarters of its 2001
fiscal year, (I) non-cash Restructuring Charges taken by the
Borrower and its Subsidiaries in such period (but in no event
shall all of the add-backs pursuant to this clause (D)(x)(I)
exceed $25,000,000 in the aggregate for the Borrower's first
three quarters of its 2001 fiscal year) and (II) cash
Restructuring Charges taken by the Borrower and its
Subsidiaries in such period (but in no event shall all of the
add-backs pursuant to this clause (D)(x)(II) exceed $5,000,000
in the aggregate for the Borrower's first three quarters of
its 2001 fiscal year) and (y) for the Borrower's fourth
quarter of its 2001 fiscal year, Restructuring Charges taken
by the Borrower and its Subsidiaries in such period (but in no
event shall of the add-backs pursuant to this clause (D)(y)
exceed $5,750,000 in the aggregate for the Borrower's fourth
quarter of its 2001 fiscal year).
(b) In order to conform the financial covenants to certain
projection calculations made by the Borrower as of the closing date of
the Amendment No. 4 to the Amended and Restated Credit Agreement, the
charts setting forth the applicable fiscal periods and amounts in
Section 7.11(d) "Minimum Liquidity" and 7.11(e) "Minimum Consolidated
EBITDA" of the Credit Agreement shall be modified to read as follows:
(d) Minimum Liquidity
Fiscal Period Liquidity
------------- -----------
Five Month Period Ending May 31, 2002 $14,703,000
Six Month Period Ending November 30, 2002 $18,132,000
*Six Month Period Ending May 31, 2003 $15,362,000
(e) Minimum Liquidity
Fiscal Period Minimum Consolidated
------------- EBITDA
--------------------
Five Month Period Ending May 31, 2002 $3,321,000
Six Month Period Ending November 30, 2002 $7,207,000
*Six Month Period Ending May 31, 2003 $9,168,000
