AMENDMENT NO. 5 TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "AMENDMENT")
effective as of August 25, 1999, by and among VARI-LITE INTERNATIONAL, INC., a
Delaware corporation (the "BORROWER"), SUNTRUST BANK, ATLANTA, XXXXX BROTHERS
XXXXXXXX & CO., CHASE BANK OF TEXAS, N.A. (FORMERLY KNOWN AS TEXAS COMMERCE BANK
NATIONAL ASSOCIATION), COMERICA BANK-TEXAS and THE FIRST NATIONAL BANK OF
CHICAGO (collectively, the "LENDERS"), SUNTRUST BANK, ATLANTA, as agent and
collateral agent for the Lenders (in such capacities, the "AGENT" and
"COLLATERAL AGENT", respectively), and XXXXX BROTHERS XXXXXXXX & CO, as co-agent
for the Lenders (in such capacity, the "CO-AGENT").
W I T N E S S E T H:
WHEREAS, Borrower, the Lenders, the Agent, the Collateral Agent,
and the Co-Agent are parties to a certain Multicurrency Credit Agreement dated
as of December 19, 1997, as 1amended by a certain Amendment No. 1 to Credit
Agreement dated as of April 21, 1998, by a certain Amendment No. 2 to Credit
Agreement dated as of July 31, 1998, by a certain Amendment No. 3 to Credit
Agreement dated as of September 30, 1998, and by a certain Amendment No. 4 to
Credit Agreement dated as of April 1, 1999 (as so amended, the "CREDIT
AGREEMENT"; defined terms used herein without definition shall have the meanings
ascribed to such terms in the Credit Agreement);
WHEREAS, Borrower and the Lenders have agreed to amend the Credit
Agreement as more specifically set forth below;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, and
effective as of the Effective Date (as hereinafter defined), the Credit
Agreement is hereby amended as follows:
1.1 SECTION 1.01 of the Credit Agreement is hereby amended by
deleting in its entirety the defined terms "APPLICABLE MARGIN", "ASSET SALE",
"CHANGE IN CONTROL", "CONSOLIDATED NET INCOME", "MASTER SYNDICATED LOAN
COMMITMENT", "MULTICURRENCY SYNDICATED LOAN COMMITMENT", "REQUIRED LENDERS",
"REVOLVER/MULTICURRENCY MATURITY DATE" and "SWING LINE LENDER" and their
accompanying definitions, and substituting in lieu thereof the following defined
terms and accompanying definitions:
"APPLICABLE MARGIN" shall mean (x) with respect to all outstanding
Advances through August 25, 1999, the percentage determined pursuant to
the definition of "APPLICABLE MARGIN" as defined in the Agreement
immediately prior to the effectiveness of Amendment No. 5, and (y) on and
after August 25, 1999, with respect to all outstanding Advances for any
day, the applicable percentage determined from the chart set forth on
SCHEDULE 1.01-AM, based on Borrower's Adjusted Funded Debt/EBITDA Ratio
calculated as the relevant determination date. The Adjusted Funded
Debt/EBITDA Ratio and the resulting Applicable Margin shall be determined
quarterly, based upon the financial statements delivered to the Lenders
pursuant to SECTION 6.07(a) or SECTION 6.07(b) hereof, as the case may
be, in accordance with SECTION 6.08(b), with such Applicable Margin to be
effective with respect to calculations based upon the financial
statements delivered pursuant to SECTION 6.07 as of the first day of the
second fiscal quarter immediately following the fiscal quarter for which
such financial statements are delivered (for example, the Applicable
Margin effective with respect to all outstanding Advances as of the
first day of the third fiscal quarter shall be calculated based upon the
financial statements delivered for the first fiscal quarter of Borrower).
Notwithstanding the foregoing, at any time during which Borrower has
failed to deliver the financial statements and certificates within five
(5) Business Days after the same are required to be delivered by SECTION
6.07(a), (b), and (c), as applicable, the Applicable Margin with respect
to the Advances then outstanding shall be the highest applicable rate
that may be charged at such time to Borrower as set forth on SCHEDULE
1.01-AM.
"ASSET SALE" shall mean the sale (including any transaction that
has the economic effect of a sale), transfer or other disposition (by way
of merger or otherwise, including sales in connection with any sale and
leaseback transaction, or as a result of a condemnation event or casualty
event) by Borrower or any Consolidated Company to any Person, other than
to Borrower or any other Consolidated Company, of (i) any shares of
capital stock or other equity or ownership interests of any Person owned
by Borrower or any Consolidated Company, or (ii) any other assets of
Borrower or any other Consolidated Company (other than personal property
inventory or obsolete or worn out assets, in each case sold or otherwise
disposed of in the ordinary course of business).
"CHANGE IN CONTROL" shall mean and be deemed to occur on the
earliest of, and upon any subsequent occurrence of:
(a) any individual, entity, or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended) shall acquire the stock of Borrower resulting in beneficial
ownership (within the meaning of Rule 13d-3 promulgated under such Act)
of more than 30% (or, in the case of Xxxx Xxxxx (a member of Borrower's
Board of Directors) or any such group with which Xxxx Xxxxx is included
for purposes of aggregating such beneficial ownership, 40%)) of the
combined voting power of the then outstanding capital stock of Borrower
entitled to vote for the election of a majority of the members of the
Board of Directors of Borrower; or
(b) a change in the Board of Directors of Borrower shall occur
such that, as of any date, a majority of the Board of Directors of
Borrower consists of individuals who
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were not either (i) directors of Borrower as of the corresponding date
of the previous year, (ii) selected or nominated to be selected to
become directors by the Board of Directors of Borrower of which a
majority consisted of individuals described in clause (i), or (iii)
selected or nominated to be selected to become directors by the Board
of Directors of Borrower of which a majority consisted of individuals
described in clause (i) and individuals described in clause (ii).
"CONSOLIDATED NET INCOME (LOSS)" shall mean, for any fiscal period
of Borrower, (i) the net income (or loss) of the Consolidated Companies
on a consolidated basis for such period (taken as a single accounting
period), PLUS (ii) without duplication, the net income (or loss) of any
Person accrued for such fiscal period prior to the date such Person
becomes a Subsidiary of Borrower or is merged into or consolidated with
any Consolidated Company or all or substantially all of such Person's
assets are acquired by any Consolidated Company (as determined from
audited financial statements of such Person or other financial reports
reasonably acceptable to the Required Lenders) as determined in
conformity with GAAP, PLUS (iii) to the extent deducted therefrom, High
End Lawsuit Expensed Amounts for such period, but excluding therefrom (to
the extent otherwise included therein and not including High End Lawsuit
Expensed Amounts) (x) any items of gain (but not excluding any items of
loss) that were included in determining such Consolidated Net Income
(Loss) and were (1) extraordinary, non-recurring, or otherwise not
realized in the ordinary course of business, or (2) the result of any
Asset Sale, and (y) the income of any Consolidated Company to the extent
that the declaration or payment of dividends or similar distributions by
such Consolidated Company of that income is not at the time permitted by
operation of the terms of its charter or other organizational documents
or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation.
"MASTER SYNDICATED LOAN COMMITMENT" shall mean, at any time for
each Lender, the amount of such commitment as in effect at such time as
set forth for such Lender on SCHEDULE 2.01(PART I) attached to Amendment
No. 5, as the same may be increased or decreased from time to time as a
result of any reduction thereof pursuant to SECTION 2.05, any amendment
thereof pursuant to SECTION 10.02, or any assignment thereof pursuant to
SECTION 10.06.
"MULTICURRENCY SYNDICATED LOAN SUBCOMMITMENT" shall mean, at any
time for each Lender, the amount of such commitment as in effect at such
time as set forth for such Lender on SCHEDULE 2.01(PART II) attached to
Amendment No. 5, as the same may be increased or decreased from time to
time as a result of any reduction thereof pursuant to SECTION 2.05, any
amendment thereof pursuant to SECTION 10.02, or any assignment thereof
pursuant to SECTION 10.06.
"REQUIRED LENDERS" shall mean at any time Lenders holding 100% of
the then aggregate amount of the Master Syndicated Loan Commitments, or
if the Master Syndicated Loan Commitments have been terminated, the
Lenders holding 100% of the outstanding Loans.
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"REVOLVER/MULTICURRENCY MATURITY DATE" shall mean the earlier of
(i) January 1, 2001, and (ii) the date on which all amounts outstanding
under this Agreement have been declared or have automatically become due
and payable pursuant to the provisions of Article VIII.
"SWING LINE LENDER" shall mean (i) SunTrust Bank, Atlanta, and
(ii) each other Lender extending to Borrower a Swing Line Commitment
hereunder, or all of such Lenders, as the context may require.
1.2 SECTION 1.01 of the Credit Agreement is hereby amended by
adding the following defined terms and accompanying definitions in proper
alphabetical order:
"AMENDMENT NO. 5" shall mean that certain Amendment No. 5 to
Credit Agreement effective as of August 25, 1999, by and among Borrower,
the Agent, Collateral Agent, the Co-Agent, and the Lenders, as the same
may be amended, restated and supplemented from time to time.
"CAPITAL INTERESTS" shall mean, with respect to (i) any
corporation, the common stock, preferred stock, and any shares or other
equivalents (however designated) of any other corporate stock, of such
corporation, (ii) any limited liability company or unlimited liability
company, the membership or ownership interests in such company, (iii) any
partnership, the partnership interests (whether general, special or
limited) in such partnership, (iv) any trust, the shares of beneficial
interest in such trust, whether common, preferred, or other, and (v) any
other organization, the equivalent equity or ownership interests,
together in each case with any and all warrants, options and similar
rights to purchase or otherwise acquire any of the foregoing.
"DEBT ISSUANCE" shall mean, without duplication, any issuance,
sale, or other delivery by any Consolidated Company to any other Person
(other than to another Consolidated Company) of any instrument,
agreement, or other document evidencing Indebtedness for money borrowed
by such Consolidated Company, except (i) in respect of purchase money
Indebtedness described in SECTION 7.02(b), or (ii) where all of the
proceeds of such Indebtedness are being used to refinance existing
Indebtedness of such Consolidated Company where the refinancing
Indebtedness (x) has a later final maturity than the Indebtedness being
refinanced, (y) provides for an interest rate that does not exceed the
interest rate then in effect with respect to the Indebtedness being
refinanced, and (z) does not provide for negative amortization, equity
participations, preferences, or other interest rate increases based on
any performance-related criteria.
"EQUITY ISSUANCE" shall mean, without duplication, any issuance or
sale by any Consolidated Company to any Person (other than to another
Consolidated Company) of its Capital Interests.
"LEASED ASSET VALUE" shall mean, with respect to any asset that is
being leased by any Consolidated Company pursuant to any Synthetic Lease
or capital lease entered into
4
after September 30, 1999, the fair market value of such asset as of
the date such Consolidated Company first enters into such Synthetic
Lease or capital lease.
"LITIGATION PROCEEDS" shall mean, collectively, all amounts paid
to any Consolidated Company in satisfaction or settlement of any claims,
causes of action, suits, or other legal proceedings, including pending
and threatened litigation, arbitration, and mediation proceedings,
brought or threatened by or on behalf of such Consolidated Company,
excluding any such claims, causes of action, suits, or other proceedings
for the collection of amounts due from customers in respect of property
purchased or leased from such Consolidated Company, or in respect of
services rendered by such Consolidated Company, in each case in the
ordinary course of business.
"MANDATORY PREPAYMENT EVENT" shall mean each Asset Sale, Debt
Issuance, Equity Issuance, and the receipt of any Litigation Proceeds.
"NET CASH PROCEEDS" shall mean, without duplication, (a) with
respect to any Asset Sale, the cash proceeds thereof (including cash and
cash equivalents and cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise), net
of (i) reasonable and customary costs of sale paid on an arm's length
basis to third Persons and (ii) payment of the principal amount of any
Indebtedness secured by a Lien on such property to the extent required to
be repaid under the terms thereof as a result of such Asset Sale; (b)
with respect to any Debt Issuance or Equity Issuance, the cash proceeds
thereof, net of reasonable and customary costs paid on an arm's length
basis to third Persons, including underwriting commissions, placement
fees, mortgage brokerage commissions and fees, and attorneys' fees; and
(c) with respect to any Litigation Proceeds, the amount of such proceeds
LESS, except in the case of Litigation Proceeds received from High End
Systems, Inc. or any of its affiliates or any other Person on its or
their behalf, the amount of any attorneys' fees payable in respect of
such Litigation Proceeds as a contingent fee payable only upon receipt by
the Consolidated Companies of such Litigation Proceeds.
1.3 SECTION 2.05 of the Credit Agreement is hereby amended by
(i) designating the existing text of SECTION 2.05 as subsection (a) thereof, and
(ii) adding a new subsection (b) to SECTION 2.05, as follows:
(b) Each of the Master Syndicated Loan Commitment and
Multicurrency Syndicated Loan Subcommitment of each Lender shall
automatically be proportionately and permanently reduced on the dates and
in the amounts set forth on SCHEDULE 2.01 (PARTS I AND II); PROVIDED,
HOWEVER, that with respect to the required reductions of the Master
Syndicated Loan Commitments and Multicurrency Syndicated Loan
Subcommitments scheduled to take effect on December 31, 1999, March 31,
2000 and April 30, 2000, in the aggregate amounts of $11,000,000 and
$4,400,000, respectively, if prior to such dates there has occurred any
reduction(s) in the Master Syndicated Loan Commitments and Multicurrency
Syndicated Loan Subcommitments as a result of mandatory prepayments as
provided in the immediately following sentence in this SECTION 2.05(b),
then the amount of the scheduled reduction(s) in Master Syndicated
5
Loan Commitments and Multicurrency Syndicated Loan Subcommitments on
December 31, 1999, March 31, 2000, and April 30, 2000, shall be
decreased (applied in chronological order of such scheduled
reduction(s)) by the aggregate amount of such prior reductions in such
Commitments. Each of the Master Syndicated Loan Commitment and
Multicurrency Syndicated Loan Subcommitment of each Lender shall
automatically be proportionately and permanently reduced by the amount
required to be paid to such Lender pursuant to the mandatory
prepayments required to be made by Borrower pursuant to SECTION
2.06(d), PROVIDED THAT, in the case of any mandatory prepayment in
respect of Litigation Proceeds received from High End Systems, Inc.,
or any of its affiliates or any other Person on its or their behalf,
the amount of such reductions in the Master Syndicated Loan
Commitments shall be limited to an amount equal to the lesser of (i)
$1,000,000, and (ii) fifty percent (50%) of such aggregate mandatory
prepayments (together with a proportionate reduction in the
Multicurrency Syndicated Loan Subcommitments). No reduction of the
Master Syndicated Loan Commitments or Multicurrency Syndicated Loan
Subcommitments shall reduce the Swing Line Loan Commitments then in
effect.
1.4 SECTION 2.06 of the Credit Agreement is hereby amended by
adding a new subsection (d) at the end of said SECTION 2.06, as follows:
(d) Not later than the second Business Day following the
occurrence, consummation or completion of each Mandatory Prepayment
Event, Borrower shall pay to the Lenders an amount equal to the Net Cash
Proceeds received in respect of such Mandatory Prepayment Event to prepay
principal amounts outstanding under the Loans; PROVIDED, HOWEVER, that no
such mandatory prepayment shall be required to be made in respect of Net
Cash Proceeds representing payment by High End Systems, Inc., or any of
its affiliates or any other Person on its or their behalf, of its
regularly scheduled quarterly payment of Litigation Proceeds to any
Consolidated Company arising from the proceeding in the Federal District
court of the Northern District of Texas, but any prepayment of such
Litigation Proceeds shall require a mandatory prepayment of such amount
pursuant to this SECTION 2.06(d). Each mandatory prepayment of Loans
pursuant to this SECTION 2.06(d) shall be applied ratably among the
Lenders and, in the case of outstanding Multicurrency Syndicated
Advances, to the respective Advances as designated by Borrower (or if no
such designation is made, then as determined by the Agent), and, in the
case of other Loans, shall be applied first to Base Rate Advances to the
full extent thereof before application to Eurodollar Advances.
1.5 ARTICLE III of the Credit Agreement is hereby amended by
adding a new SECTION 3.20 at the end of said ARTICLE III, as follows:
SECTION 3.20. CONSIDERATION FOR AMENDMENT NO. 5. In
consideration of the Lenders entering into Amendment No. 5, Borrower
agrees that it will (i) pay to the Agent for the ratable benefit of the
Lenders, on December 31, 1999, a fee in an amount equal to the aggregate
amount of the Master Syndicated Loan Commitments in effect on
December 31, 1999, MULTIPLIED BY one-half of one percent (1/2%), and (ii)
execute,
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deliver, and perform all of its obligations under the agreements and
documents described or referred to in SECTION 6.16 of the Agreement.
1.6 SECTION 6.07 of the Credit Agreement is hereby amended by
deleting subsections (c) and (u) of said SECTION 6.07 in their entirety and
substituting in lieu thereof the following subsections (c) and (u):
(c) NO DEFAULT/COMPLIANCE CERTIFICATE. Together with
the financial statements required pursuant to subsections (a) and (b)
above, a certificate of a member of Senior Management of Borrower (i) to
the effect that, based upon a review of the activities of the
Consolidated Companies and such financial statements during the period
covered thereby, there exists no Event of Default and no Default under
this Agreement, or if there exists an Event of Default or a Default
hereunder, specifying the nature thereof and the proposed response
thereto, and (ii) demonstrating with reasonable detail compliance as at
the end of such fiscal year or such fiscal quarter with SECTION 6.08,
SECTION 6.12, SECTIONS 7.01 through 7.05, and SECTIONS 7.13 through 7.15;
(u) MONTHLY FINANCIAL STATEMENTS AND REPORTS. As soon
as available and in any event within 30 days after the end of each
calendar month of each fiscal year of Borrower, (i) a consolidated
balance sheet and consolidated statements of income and shareholders'
equity (including itemization of Capital Expenditures and all capital
leases, Synthetic Leases and operating leases entered into by any
Consolidated Company) for such month, presented on a consolidated basis,
all in reasonable detail and certified by the chief financial officer or
principal accounting officer of Borrower that such financial statements
fairly present in all material respects the results of operations and
cash flows for such monthly period (subject to normal year-end audit
adjustments), (ii) utilization reports for automated luminaires, by
location, in such detail as the Agent may reasonable request, and (iii)
together with the financial statements required pursuant to clause (i)
above, a certificate of a member of Senior Management of Borrower (x) to
the effect that, based upon a review of the activities of the
Consolidated Companies and such financial statements during the period
covered thereby, there exists no Event of Default and no Default under
this Agreement, or if there exists an Event of Default or a Default
hereunder, specifying the nature thereof and the proposed response
thereto, (y) demonstrating in reasonable detail compliance as at the end
of such calendar month with Section 6.08(e), and (z) describing in
reasonable detail (including whether such restructuring charges are cash
or non-cash) any restructuring charges recognized by the Consolidated
Companies in connection with consolidating operations, closing or
relocating facilities, terminating or relocating employees, and other
similar actions taken to reduce costs; and
1.7 SECTION 6.08 of the Credit Agreement is hereby amended by
deleting said SECTION 6.08 in its entirety and substituting in lieu thereof the
following SECTION 6.08:
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SECTION 6.08. FINANCIAL COVENANTS.
(a) LEVERAGE RATIO. Maintain as of the last day of each fiscal
quarter of Borrower, a maximum Leverage Ratio of no greater than the
amounts specified below for the period(s) indicated:
END OF FISCAL QUARTER MAXIMUM LEVERAGE RATIO
--------------------- ----------------------
4th fiscal quarter of 1998
fiscal year through 2nd
fiscal quarter of 1999
fiscal year 57.0%
3rd fiscal quarter of 1999
fiscal year 56.0%
4th fiscal quarter of 1999
fiscal year 58.5%
1st fiscal quarter of 2000
fiscal year 61.0%
2nd fiscal quarter of 2000
fiscal year 58.0%
3rd fiscal quarter of 2000
fiscal year 54.5%
4th fiscal quarter of 2000
fiscal year and thereafter 53.0%
(b) ADJUSTED FUNDED DEBT/EBITDA. Maintain as of the last day
of each fiscal quarter of Borrower, a maximum Adjusted Funded Debt/EBITDA
Ratio of no greater than the amounts specified below for the period(s)
indicated:
MAXIMUM ADJUSTED FUNDED
END OF FISCAL QUARTER DEBT/EBITDA RATIO
--------------------- -----------------------
4th fiscal quarter of
1998 fiscal year and
1st fiscal quarter of
1999 fiscal year 3.70:1.00
2nd fiscal quarter of
1999 fiscal year 3.30:1.00
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3rd fiscal quarter of
1999 fiscal year 3.35:1.00
4th fiscal quarter of
1999 fiscal year 3.40:1.00
1st fiscal quarter of 2000 fiscal
year 3.70:1.00
2nd fiscal quarter of 2000 fiscal
year 3.40:1.00
3rd fiscal quarter of 2000 fiscal
year 2.68:1.00
4th fiscal quarter of 2000 fiscal
year and thereafter 2.27:1.00
(c) FIXED CHARGE COVERAGE. Maintain as of the last day of each
fiscal quarter of Borrower, a minimum Fixed Charge Coverage Ratio of no
less than the amounts specified below for the period(s) indicated:
MINIMUM FIXED CHARGE
END OF FISCAL QUARTER COVERAGE RATIO
--------------------- --------------------
4th fiscal quarter of
1998 fiscal year and 1st
fiscal quarter of 1999 fiscal year 0.54:1.00
2nd fiscal quarter of
1999 fiscal year 0.66:1.00
3rd fiscal quarter of
1999 fiscal year 0.75:1.00
4th fiscal quarter of
1999 fiscal year 0.85:1.00
1st fiscal quarter of
2000 fiscal year 0.90:1.00
2nd fiscal quarter of
2000 fiscal year 0.95:1.00
3rd fiscal quarter of
2000 fiscal year 1.00:1.00
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4th fiscal quarter of 2000 fiscal
year and thereafter 1.25:1.00
(d) CONSOLIDATED NET WORTH. Maintain as of the last day of
each fiscal quarter of Borrower, a Consolidated Net Worth equal to or
greater than the Minimum Compliance Level. The "Minimum Compliance
Level" shall, as of any date of determination, equal (x) the sum of (1)
$41,000,000, PLUS (2) an additional amount calculated as of the last day
of each fiscal year of Borrower, commencing with the fiscal year ending
September 30, 1998, equal to 50% of the Consolidated Net Income for such
fiscal year of Borrower then ending, PLUS (3) without duplication of any
amount reflected in the preceding clause (2), the amount of any gain
recognized by Borrower in the settlement of pending litigation that is
included in the calculation of Consolidated Net Worth, and PLUS (4) the
net proceeds of any equity offering consummated by any Consolidated
Company since the last date of the determination of the Minimum
Compliance Level, LESS (y) the aggregate amount of restructuring charges,
not to exceed $2,000,000, recognized by the Consolidated Companies in
connection with consolidating operations, closing or relocating
facilities, terminating or relocating employees, and other similar
actions to reduce costs, to the extent such charges result in a reduction
of Borrower's Consolidated Net Worth; PROVIDED, HOWEVER, in the event
that the Consolidated Companies suffer a net loss for any fiscal year,
Consolidated Net Income shall be deemed to be $0, and further provided
that amounts calculated pursuant to clauses (2), (3) and (4) above shall
be permanent increases in the Minimum Compliance Level so that in no
event shall the Minimum Compliance Level at any date of determination be
less than the amount required at any preceding date of determination.
(e) MONTHLY EBITDA. Maintain for each calendar month set forth
below a minimum Consolidated EBITDA of no less than the amount specified
below for such calendar month; PROVIDED, HOWEVER, that the failure of
Borrower to maintain such minimum Consolidated EBITDA for any such
calendar month shall not constitute an Event of Default hereunder if, on
a cumulative basis for such calendar month and (except for July 1999) the
preceding calendar month(s) during the period commencing July 1999,
Borrower has maintained a minimum cumulative Consolidated EBITDA of no
less than the amount specified below for such calendar month:
MINIMUM MONTHLY MINIMUM CUMULATIVE
CALENDAR MONTH CONSOLIDATED EBITDA CONSOLIDATED EBITDA
-------------- ------------------- -------------------
July 1999 $ 980,000 $ 980,000
August 1999 1,234,000 2,214,000
September 1999 910,000 3,124,000
October 1999 1,723,000 4,847,000
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November 1999 1,328,000 6,175,000
December 1999 1,565,000 7,740,000
January 2000 1,356,000 9,096,000
February 2000 1,372,000 10,468,000
March 2000 1,964,000 12,432,000
April 2000 1,360,000 13,792,000
May 2000 1,728,000 15,520,000
June 2000 1,425,000 16,945,000
July 2000 1,588,000 18,533,000
August 2000 1,867,000 20,400,000
September 2000 1,722,000 22,122,000
October 2000 1,723,000 23,845,000
November 2000 1,328,000 25,173,000
December 2000 1,565,000 26,738,000
1.8 ARTICLE VI of the Credit Agreement is hereby amended by
adding new SECTIONS 6.14 through 6.17 at the end of said ARTICLE VI, as follows:
SECTION 6.14. FOREIGN COLLATERAL. Not later than November 20,
1999, Borrower shall, and shall cause its Subsidiaries to, execute and
deliver to Collateral Agent, for the ratable benefit of the Lenders and
Agent, agreements and other documents in form and substance satisfactory
to Collateral Agent granting and conveying a first-priority perfected
Lien on all tangible and intangible personal property of such
Subsidiaries located outside the United States, including, without
limitation, such instruments and other agreements as may be necessary or
appropriate to evidence obligations of such Subsidiaries being secured by
such Lien. Borrower shall further cause to be delivered to Collateral
Agent such other agreements, instruments, and other documents
constituting appropriate collateral filings, recordings and
registrations, and reports, certificates and opinions of counsel
evidencing and confirming the validity, perfection, priority and
enforceability of such Liens.
SECTION 6.15. COLLATERAL ASSIGNMENT OF LITIGATION PROCEEDS. Not
later than August 31, 1999, Borrower shall execute and deliver, and cause
to be executed and
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delivered, to Collateral Agent for the ratable benefit of the Lenders
and Agents, a collateral assignment of all Litigation Proceeds, in
form and substance satisfactory to Collateral Agent, together with
such other documents as Collateral Agent may require in order to
evidence such collateral assignment, together with appropriate
collateral filings, recordings and registrations, and reports,
certificates and opinions of counsel evidencing and confirming the
validity, perfection, priority and enforceability of the Lien granted
and conveyed by such collateral assignment.
SECTION 6.16. WARRANT DOCUMENTS. Not later than August 31, 1999,
Borrower shall execute and deliver to the Lenders an amendment and
supplement to the Warrant Agreement dated as of July 31, 1996, among
Vari-Lite International, Inc. and certain of the Lenders, amendments of
the common stock purchase warrants issued pursuant to the terms of such
Warrant Agreement, and additional common stock purchase warrants to Chase
Bank of Texas, N.A., all in form and substance satisfactory to the
Lenders, implementing and effecting the requirements of the letter
agreement referred to in SECTION 2(b) of Amendment No. 5.
SECTION 6.17. ENGAGEMENT OF CONSULTANT. Not later than
September 15, 1999, Borrower shall engage a nationally recognized
management consultant firm or group to conduct and assist in an appraisal
and evaluation of management, sales and marketing, systems, financial
projections and liquidity, and to advise Borrower on improving operating
performance that may be implemented by Borrower and the Consolidated
Companies in order to improve their respective financial results,
including cash flow, which management consultant firm or group and the
scope of its engagement must be acceptable to the Required Lenders.
Borrower shall cause to be delivered to the Lenders, not later than
October 31, 1999, (or such later date as may be consented to in writing
by the Required Lenders), a copy of the report of such management
consultant firm or group, together with a detailed business plan proposed
by Borrower based on such report. The Lenders shall have five (5)
Business Days to review and provide comments to Borrower on such business
plan, and Borrower shall deliver to the Lenders a final business plan not
later than November 15, 1999, which business plan must be satisfactory to
the Lenders.
1.9 SECTION 7.02 of the Credit Agreement is hereby amended by
deleting subsection (b) of said SECTION 7.02 in its entirety and substituting in
lieu thereof the following subsection (b):
(b) Any Lien on any property securing Indebtedness
incurred or assumed for the purpose of financing all or any part of the
acquisition cost of such property, PROVIDED that (i) such Lien does not
extend to any other property, (ii) the aggregate amount of Indebtedness
secured by all such Liens at any time does not exceed $7,500,000, and
(iii) Borrower is in compliance with SECTION 7.13 after giving effect to
such transaction;
1.10 SECTION 7.13 of the Credit Agreement is hereby amended by
deleting said SECTION 7.13 in its entirety and substituting in lieu thereof the
following SECTION 7.13:
12
SECTION 7.13. CAPITAL EXPENDITURES AND LEASED ASSET VALUES.
(a) Incur or otherwise permit to be made Capital Expenditures
for the periods specified below in an aggregate amount in excess of the
amount specified for such period:
FISCAL QUARTER(s) MAXIMUM AMOUNT
----------------- --------------
1st fiscal quarter of 1999
fiscal year $ 4,500,000
1st and 2nd fiscal quarters of 1999
fiscal year (cumulative total) $ 7,500,000
1st, 2nd and 3rd fiscal quarters of 1999
fiscal year (cumulative total) $10,500,000
1999 fiscal year
(cumulative total) $13,000,000
(b) Incur or otherwise permit to be made Capital Expenditures
(including, without limitation, the Leased Asset Values of capital leases
entered into during such period), or enter into Synthetic Leases in
respect of assets having Leased Asset Values, for the periods specified
below in an aggregate amount in excess of the amount specified for such
period:
FISCAL QUARTER MAXIMUM AMOUNT
-------------- --------------
1st fiscal quarter of 2000
fiscal year $1,900,000
1st and 2nd fiscal quarters
of 2000 fiscal year
(cumulative total) 3,100,000
1st, 2nd and 3rd Fiscal Quarters
of 2000 Fiscal Year
(cumulative total) 3,550,000
2000 Fiscal Year
(cumulative total) 4,000,000
2000 Fiscal Year and
1st Fiscal Quarter of 2001
(cumulative total) 5,200,000
13
1.11 SECTION 7.15 of the Credit Agreement is hereby amended by
deleting said SECTION 7.15 in its entirety and substituting in lieu thereof the
following SECTION 7.15:
SECTION 7.15. OPERATING LEASES. Enter into or maintain in
effect as lessee thereunder operating leases in respect of equipment and
other personal property having aggregate payments thereunder in excess of
(i) $260,000 in any fiscal quarter of Borrower, or (ii) $1,000,000 in any
fiscal year of Borrower.
1.12 SECTION 8.02 of the Credit Agreement is hereby amended by
deleting said SECTION 8.02 in its entirety and substituting in lieu thereof the
following SECTION 8.02:
SECTION 8.02. COVENANTS WITHOUT NOTICE. Borrower (i) shall fail
to observe or perform any covenant or agreement contained in SECTIONS
6.07(g) or 6.08, or (ii) shall fail to observe or perform any covenant or
agreement contained in SECTION 6.07(a), (b), (c), or (u), SECTION 6.10,
or ARTICLE VII, and if capable of being remedied, such failure shall
remain unremedied for five (5) days after the earlier of (x) any member
of Senior Management of Borrower obtaining knowledge thereof, or (y)
written notice thereof having been given to Borrower by any Agent or
Lender;
1.13 ARTICLE X of the Credit Agreement is hereby amended by
adding new SECTIONS 10.17 and 10.18 at the end of said ARTICLE X, as follows:
SECTION 10.17. INDEMNIFICATION FOR CASH MANAGEMENT SERVICES.
Borrower agrees to indemnify each Agent and Lender for any loss, cost or
expense suffered or incurred by such Agent or Lender in providing
concentration account, lockbox, collection, disbursement and other cash
management services to Borrower or any of the Consolidated Companies, and
the parties acknowledge and agree that all such indemnification
obligations shall constitute "Obligations" for all purposes of this
Agreement and all other Credit Documents and shall be guaranteed and
secured, as the case may be, by the Security Documents.
SECTION 10.18. INTEREST. In no event shall the amount of
interest, and all other charges, amounts or fees contracted for, charged
or collected for the use of money pursuant to this Agreement or the other
Credit Documents and deemed to be interest under applicable law
(collectively, "INTEREST") exceed the highest rate of Interest allowed by
applicable law (the "MAXIMUM RATE"), and in the event any such payment is
inadvertently received by any Lender then the excess sum (the "EXCESS")
shall be credited as a payment of principal. It is the express intent
hereof that Borrower not pay and the Lenders not receive, directly or
indirectly in any manner whatsoever, Interest in excess of that which may
legally be paid by Borrower under applicable law. By the execution of
this Agreement, Borrower covenants that (i) the credit or return of any
Excess shall constitute the acceptance by Borrower of such Excess, and
(ii) Borrower shall not seek or pursue any other remedy, legal or
equitable, against any Lender, based in whole or in part upon contracting
for, charging or receiving any Interest in excess of the Maximum Rate.
For the purpose of determining whether or not any Excess shall have
14
been contracted for, charged or received by any Lender, all Interest
at any time contracted for, charged or received from Borrower in
connection with this Agreement or any other Credit Document shall be
amortized, pro rated, allocated and spread in equal parts throughout
the full term of the Agreement. If the amount of Interest payable for
the account of any Lender in respect of any Interest computation
period is reduced pursuant to this Section, and the amount of Interest
payable for its account in respect of any subsequent Interest
computation period would be less than the maximum amount permitted
without penalty by applicable law to be charged by such Lender, then
the amount of Interest payable for its account in respect of such
subsequent Interest computation period shall be automatically
increased to such maximum permissible amount; PROVIDED THAT at no time
shall the aggregate amount by which Interest paid for the account of
any Lender has been increased pursuant to this sentence exceed the
aggregate amount by which Interest paid for its account has
theretofore been reduced pursuant to this Section.
1.14 The Credit Agreement is hereby amended by (i) adding a new
SCHEDULE 1.01-AM to the Credit Agreement in the form attached to this Amendment,
and (ii) deleting the existing SCHEDULE 2.01 to the Credit Agreement and
substituting in lieu thereof a new SCHEDULE 2.01 in the form attached to this
Amendment.
SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This
Amendment shall become effective as of the date first above written (the
"EFFECTIVE DATE") on the first day when the following conditions have been
satisfied:
(a) This Amendment shall have been executed and delivered by
Borrower, the Lenders, the Agent and the Co-Agent;
(b) Borrower shall have executed and delivered to the Lenders a
letter agreement pursuant to which Borrower shall have agreed to enter
into an amendment and supplement to the Warrant Agreement dated as of
July 31, 1996 among Vari-Lite International, Inc. and certain of the
Lenders, providing for reductions in the exercise price of the common
stock purchase warrants issued pursuant to the terms of such Warrant
Agreement, and the issuance of additional common stock purchase warrants
to Chase Bank of Texas, N.A., in form and substance satisfactory to the
Lenders;
(c) The Agent shall have received a certificate of the
Secretary or Assistant Secretary of Borrower attaching and certifying
copies of the resolutions of the board of directors of Borrower
authorizing the execution, delivery and performance of this Amendment and
all other documents to be executed and delivered by Borrower pursuant to
the terms of this Amendment;
(d) The Agent shall have received a certificate of Borrower
dated as of the date hereof, signed by the Secretary or an Assistant
Secretary of Borrower certifying (i) as to the name(s), true signature(s)
and incumbency of the officer(s) of Borrower authorized to execute and
deliver this Amendment and each other document being executed and
delivered pursuant to the requirements of this Amendment, and (ii) that
15
Borrower's articles or certificate of incorporation and by-laws attached
to such certificate have not been amended or modified and are in full
force and effect as of the date hereof;
(e) The Agent shall have received the favorable opinion of
Xxxxxx & Xxxxxx, L.L.P., counsel to Borrower, addressed to the Agents and
the Lenders, covering such matters relating to Borrower and the
transactions contemplated by this Amendment as the Lenders may request;
and
(f) The Agent shall have received payment in full from Borrower
for all outstanding costs and expenses required to be paid or reimbursed
by Borrower under the Credit Agreement, including without limitation, all
professional fees and expenses of counsel for the Agents.
SECTION 3. WAIVER. The Lenders hereby agree that, to the
extent any Event of Default shall have occurred as a result of Borrower's
failure to be in compliance as of June 30, 1999, with the financial covenant
requirements set forth in SECTION 6.08 of the Credit Agreement, as such
financial covenant requirements were in effect immediately prior to the
effectiveness of this Amendment, such Event of Default shall be and is hereby
waived, such waiver to be effective as of June 30, 1999.
SECTION 4. STATUS OF OBLIGATIONS. Borrower hereby confirms and
agrees that all Loans and all other Obligations outstanding under the Credit
Agreement and the other Credit Documents as of the date hereof were duly and
validly created and incurred by Borrower hereunder, that all such outstanding
amounts are owed in accordance with the terms of the Credit Agreement and other
Credit Documents, and that there are no rights of offset, defense, counterclaim,
claim or objection in favor of Borrower arising out of or with respect to any of
the Loans or other Obligations of Borrower to the Agents or the Lenders, and any
such rights of offset, defense, counterclaim, claims or objections have been and
are hereby waived and released by Borrower.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BORROWER.
Borrower, without limiting the representations and warranties provided in the
Credit Agreement, represents and warrants to the Lenders and the Agents as
follows:
5.1 The execution, delivery and performance by Borrower of this
Amendment and the other documents being delivered pursuant to this Amendment are
within Borrower's corporate powers, have been duly authorized by all necessary
corporate action (including any necessary shareholder action) and do not and
will not (a) violate any provision of any law, rule or regulation, any judgment,
order or ruling of any court or governmental agency, the articles or certificate
of incorporation or by-laws of Borrower, or any indenture, agreement or other
instrument to which Borrower is a party or by which Borrower or any of its
properties is bound or (b) be in conflict with, result in a breach of, or
constitute with notice or lapse of time or both a default under any such
indenture, agreement or other instrument.
16
5.2 This Amendment and the other documents being delivered
pursuant to this Amendment constitute the legal, valid and binding obligations
of Borrower, enforceable against Borrower in accordance with their terms.
5.3 After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing as of the Effective Date.
SECTION 6. SURVIVAL. Each of the foregoing representations and
warranties shall be made at and as of the Effective Date. Each of the foregoing
representations and warranties shall constitute a representation and warranty of
Borrower under the Credit Agreement, and it shall be an Event of Default if any
such representation and warranty shall prove to have been incorrect or false in
any material respect at the time when made. Each of the foregoing
representations and warranties shall survive and not be waived by the execution
and delivery of this Amendment or any investigation by the Lenders or the
Agents.
SECTION 7. RATIFICATION OF CREDIT AGREEMENT. Except as
expressly amended herein, all terms, covenants and conditions of the Credit
Agreement and the other Credit Documents shall remain in full force and effect,
and the parties hereto do expressly ratify and confirm the Credit Agreement as
amended herein. All future references to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.
SECTION 8. RELEASE. In consideration of the amendments and
waivers agreed to and granted by the Lenders pursuant to this Amendment,
Borrower hereby (a) releases, acquits and forever discharges each Agent, the
Co-Agent, each Lender, and each of their respective agents, employees,
officers, partners, directors, servants, representatives, attorneys,
affiliates, successors and assigns (collectively, the "Released Parties")
from any and all liabilities, claims, suits, debts, liens, losses, causes of
action, demands, rights, damages, costs and expenses of any kind, character
or nature whatsoever, known or unknown, fixed or contingent, that Borrower
may have or claim to have against such Lender which might arise out of or be
connected with any act of commission or omission of such Lender existing or
occurring on or prior to the date of this Amendment, including, without
limitation, any claims, liabilities or obligations relating to or arising out
of or in connection with the Credit Agreement, any other Credit Documents or
this Amendment (including, without limitation, arising out of or in
connection with the initiation, negotiation, closing or administration of the
transactions contemplated thereby or related thereto), from the beginning of
time until the execution and delivery of this release and the effectiveness
of this Amendment (the "Released Claims") and (b) agree forever to refrain
from commencing, instituting or prosecuting any lawsuit, action or other
proceeding against the Released Parties with respect to any and all Released
Claims.
SECTION 9. INDEMNITY. In consideration of the amendments and
waivers agreed to and granted by the Lenders pursuant to this Amendment,
Borrower hereby indemnifies each Agent, the Co-Agent and each Lender, and their
respective officers, partners, directors, employees, representatives and agents
from, and hold each of them harmless against, any and all costs, losses,
liabilities, claims, damages or expenses incurred by any of them (whether or not
any of them is designated a party thereto) (an "Indemnitee") arising out of or
by reason of any investigation, litigation or other proceeding related to this
Amendment, the Credit Agreement or
17
any other Credit Documents or any actual or proposed use of the proceeds of
any of the Loans, including, without limitation, the reasonable fees and
disbursements of counsel (including foreign counsel) incurred in connection
with any such investigation, litigation or other proceeding; PROVIDED,
HOWEVER, Borrower shall not be obligated to indemnify any Indemnitee for any
of the foregoing arising out of such Indemnitee's gross negligence or willful
misconduct.
SECTION 10. NO OTHER WAIVER, ETC. Borrower hereby agrees that,
except as otherwise expressly provided in Section 3 hereof, nothing herein shall
constitute a waiver by the Lenders of any Default or Event of Default, whether
known or unknown, which may exist under the Credit Agreement. Borrower hereby
further agrees that no action, inaction or agreement by the Lenders, including
without limitation, any indulgence, waiver, consent or agreement altering the
provisions of the Credit Agreement which may have occurred with respect to the
non-payment of any obligation under the terms of the Credit Agreement or any
portion thereof, or any other matter relating to the Credit Agreement, shall
require or imply any future indulgence, waiver, or agreement by the Lenders.
SECTION 11. BINDING NATURE. This Amendment shall be binding
upon and inure to the benefit of the parties hereto, their respective
successors, successors-in-titles, and assigns.
SECTION 12. COSTS AND EXPENSES. Borrower shall be responsible
for the costs and expenses of the Agents in connection with the preparation,
execution and delivery of this Amendment and the other instruments and documents
to be delivered hereunder, including, without limitation, the fees and
out-of-pocket expenses of counsel for the Agents with respect thereto.
SECTION 13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
SECTION 14. ENTIRE UNDERSTANDING. This Amendment sets forth the
entire understanding of the parties with respect to the matters set forth
herein, and shall supersede any prior negotiations or agreements, whether
written or oral, with respect thereto.
SECTION 15. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts and may be delivered by telecopier. Each counterpart so executed
and delivered shall be deemed an original and all of which taken together shall
constitute but one and the same instrument.
[Signatures Set Forth on Next Page]
18
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment through their authorized officers as of the date first above written.
VARI-LITE INTERNATIONAL, INC.
By:
-------------------------------------
Name:
Title:
SUNTRUST BANK, ATLANTA,
INDIVIDUALLY AND AS AGENT AND COLLATERAL
AGENT
By:
-------------------------------------
Name:
Title:
PER PRO XXXXX BROTHERS XXXXXXXX &
CO., INDIVIDUALLY AND AS CO-AGENT
By:
-------------------------------------
Name:
Title:
CHASE BANK OF TEXAS, N.A.
(FORMERLY TEXAS COMMERCE BANK NATIONAL
ASSOCIATION)
By:
-------------------------------------
Name:
Title:
19
COMERICA BANK-TEXAS
By:
-------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
-------------------------------------
Name:
Title:
20
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS
Reference is hereby made to the within and foregoing Amendment No. 5 to
Credit Agreement dated as of August 25, 1999, by and among VARI-LITE
INTERNATIONAL, INC. ("Borrower"), SUNTRUST BANK, ATLANTA, XXXXX BROTHERS
XXXXXXXX & CO., CHASE BANK OF TEXAS, N.A., COMERICA BANK-TEXAS, N.A., and THE
FIRST NATIONAL BANK OF CHICAGO ("Amendment No. 5"; capitalized terms used herein
that are defined in Amendment No. 5 or in the "Credit Agreement" as defined in
Amendment No. 5 being used herein with the respective meanings assigned to such
capitalized terms in Amendment No. 5 or the Credit Agreement, as the case may
be). The undersigned, each of which is or has become a Guarantor under the
terms of the Guaranty Agreement as provided in the Credit Agreement, hereby
acknowledge and agree that (i) each of the undersigned has consented to the
foregoing Amendment No. 5, (ii) each of the Guaranty Agreement and the other
Credit Documents to which each of the undersigned is a party shall remain in
full force and effect on and after the date hereof, and (iii) each of the
undersigned hereby reaffirms and restates its obligations and liabilities under
the Guaranty Agreement and the other Credit Documents to which each of the
undersigned is a party after giving effect to Amendment No. 5.
This Acknowledgment and Agreement of Guarantors made and delivered as of
August 25, 1999.
VARI-LITE, INC.
By:
-------------------------------------
Name:
Title:
SHOWCO, INC.
By:
-------------------------------------
Name:
Title:
IGNITION! CREATIVE GROUP, INC.
By:
-------------------------------------
Name:
Title:
21
I.R. SUB, INC.
(FORMERLY IRIDEON, INC.)
By:
-------------------------------------
Name:
Title:
22
SCHEDULE 1.01 - AM
APPLICABLE MARGIN
--------------------------------------------------------------------------------------------------------------
4TH FISCAL 1ST FISCAL 2ND FISCAL 3RD FISCAL
ADJUSTED FUNDED QUARTER QUARTER QUARTER QUARTER
DEBT/ FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
EBITDA RATIO 1999 2000 2000 2000
--------------------------------------------------------------------------------------------------------------
BASE BASE BASE BASE
EURO RATE EURO RATE EURO RATE EURO RATE
ADVANCES ADVANCES ADVANCES ADVANCES ADVANCES ADVANCES ADVANCES ADVANCES
--------------------------------------------------------------------------------------------------------------
Greater than or 3.50% 1.00% 4.00% 1.50% 4.25% 1.75% 4.75% 2.25%
equal to 3.00:1.00
--------------------------------------------------------------------------------------------------------------
Less than 3.00% 0.50% 3.50% 1.00% 3.75% 1.25% 4.25% 1.75%
3.00:1.00, but
greater than or
equal to 2.50:1.00
--------------------------------------------------------------------------------------------------------------
Less than 2.50% 0.00% 3.00% 0.50% 3.25% 0.75% 3.75% 1.25%
2.50:1.00, but
greater than or
equal to 2.00:1.00
--------------------------------------------------------------------------------------------------------------
Less than 2.00% 0.00% 2.50% 0.00% 2.75% 0.25% 3.25% 0.75%
2.00:1.00, but
greater than or
equal to 1.50:1.00
--------------------------------------------------------------------------------------------------------------
Less than 1.50% 0.00% 2.00% 0.00% 2.25% 0.00% 2.75% 0.25%
1.50:1.00, but
greater than or
equal to 1.00:1.00
--------------------------------------------------------------------------------------------------------------
Less than 1.00:1.00 1.00% 0.00% 1.50% 0.00% 1.75% 0.00% 2.25% 0.00%
--------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------
4TH FISCAL AFTER 4TH FISCAL
ADJUSTED FUNDED QUARTER QUARTER
DEBT/ FISCAL YEAR FISCAL YEAR
EBITDA RATIO 2000 2000
----------------------------------------------------------------------
BASE BASE
EURO RATE EURO RATE
ADVANCES ADVANCES ADVANCES ADVANCES
----------------------------------------------------------------------
Greater than or 5.25% 2.75% 6.00% 3.50%
equal to 3.00:1.00
----------------------------------------------------------------------
Less than 4.75% 2.25% 5.50% 3.00%
3.00:1.00, but
greater than or
equal to 2.50:1.00
----------------------------------------------------------------------
Less than 4.25% 1.75% 5.00% 2.50%
2.50:1.00, but
greater than or
equal to 2.00:1.00
----------------------------------------------------------------------
Less than 3.75% 1.25% 4.50% 2.00%
2.00:1.00, but
greater than or
equal to 1.50:1.00
----------------------------------------------------------------------
Less than 3.25% 0.75% 4.00% 1.50%
1.50:1.00, but
greater than or
equal to 1.00:1.00
----------------------------------------------------------------------
Less than 1.00:1.00 2.75% 0.25% 3.50% 1.00%
----------------------------------------------------------------------
SCHEDULE 2.01
SCHEDULED REDUCTIONS IN COMMITMENTS
PART I. MASTER SYNDICATED LOAN COMMITMENTS
($50,000,000 INITIAL AGGREGATE AMOUNT)
-----------------------------------------------------------------------------------------------------------------------------------
AMOUNT OF COMMITMENT IN EFFECT AFTER REDUCTION
-----------------------------------------------------------------------------------------------------------------------------------
DATE OF SUNTRUST BANK, XXXXX BROTHERS CHASE BANK OF COMERICA THE FIRST AGGREGATE
SCHEDULED ATLANTA XXXXXXXX & CO. TEXAS, N.A. BANK-TEXAS NATIONAL COMMITMENTS
REDUCTION (25% PRO RATA (20% PRO RATA (19% PRO RATA (18% PRO RATA BANK OF
SHARE) SHARE) SHARE) SHARE) CHICAGO
(18% PRO
RATA SHARE)
-----------------------------------------------------------------------------------------------------------------------------------
06/30/99 $12,250,000 $9,800,000 $9,310,000 $8,820,000 $8,820,000 $49,000,000
-----------------------------------------------------------------------------------------------------------------------------------
12/31/99 12,000,000 9,600,000 9,120,000 8,640,000 8,640,000 48,000,000
-----------------------------------------------------------------------------------------------------------------------------------
03/31/00 11,625,000 9,300,000 8,835,000 8,370,000 8,370,000 46,500,000
-----------------------------------------------------------------------------------------------------------------------------------
04/30/00 9,500,000 7,600,000 7,220,000 6,840,000 6,840,000 38,000,000
-----------------------------------------------------------------------------------------------------------------------------------
01/01/01 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
PART II. MULTICURRENCY SYNDICATED LOAN SUBCOMMITMENTS
($20,000,000 INITIAL AGGREGATE AMOUNT)
-----------------------------------------------------------------------------------------------------------------------------------
AMOUNT OF COMMITMENT IN EFFECT AFTER REDUCTION
-----------------------------------------------------------------------------------------------------------------------------------
DATE OF SUNTRUST BANK, XXXXX BROTHERS CHASE BANK OF COMERICA THE FIRST AGGREGATE
SCHEDULED ATLANTA XXXXXXXX & CO. TEXAS, N.A. BANK-TEXAS NATIONAL COMMITMENTS
REDUCTION (25% PRO RATA (20% PRO RATA (19% PRO RATA (18% PRO RATA BANK OF
SHARE) SHARE) SHARE) SHARE) CHICAGO
(18% PRO
RATA SHARE)
-----------------------------------------------------------------------------------------------------------------------------------
06/30/99 $4,900,000 $3,920,000 $3,724,000 $3,528,000 $3,528,000 $19,600,000
-----------------------------------------------------------------------------------------------------------------------------------
12/31/99 4,800,000 3,840,000 3,648,000 3,456,000 3,456,000 19,200,000
-----------------------------------------------------------------------------------------------------------------------------------
03/31/00 4,650,000 3,720,000 3,534,000 3,348,000 3,348,000 18,600,000
-----------------------------------------------------------------------------------------------------------------------------------
04/30/00 3,800,000 3,040,000 2,888,000 2,736,000 2,736,000 15,200,000
-----------------------------------------------------------------------------------------------------------------------------------
01/01/01 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
PART III. SWING LINE COMMITMENTS
($5,000,000 TOTAL AGGREGATE AMOUNT)
SUNTRUST BANK, ATLANTA
----------------------
Swing Line Commitment: $5,000,000
