WITNESSETH:
EXHIBIT 10.1
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT
THIS FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "First
Amendment") is dated as of October 15, 2003, among CARMIKE CINEMAS, INC. (the
"Borrower"), BNY ASSET SOLUTIONS LLC, as Administrative Agent (the
"Administrative Agent") and the Lenders signatory hereto (collectively, the
"Lenders");
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent and the Lenders party
thereto executed and delivered that certain Term Loan Credit Agreement, dated
as of January 31, 2002 (the "Credit Agreement");
WHEREAS, the Borrower has requested and the Administrative Agent and
the Required Lenders have agreed to certain amendments to the Credit Agreement
pertaining to the covenant regarding Capital Expenditures, subject to the terms
and conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Administrative
Agent and the Lenders hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof, "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.
2. Amendment to Section 5.23. Section 5.23 of the Credit
Agreement hereby is amended by deleting it in its entirely and substituting
therefor the following:
Section 5.23 Capital Expenditures.
At the end of each Fiscal Year, commencing with the Fiscal
Quarter ending December 31, 2002, Capital Expenditures for
such Fiscal Year shall not exceed the sum of: (i) the amount
set forth below for the Fiscal Years set forth below; plus
(ii) any unused amount from the prior Fiscal Year.
Fiscal Year Ending Capital Expenditure Limit
------------------ -------------------------
December 31, 2002 $20,000,000
December 31, 2003 $20,000,000
December 31, 2004 $25,000,000
December 31, 2005 $25,000,000
December 31, 2006 $25,000,000.
3. Amendment to Exhibit F (Form of Compliance Certificate).
Exhibit F to the Credit Agreement hereby is deleted and Exhibit F attached
hereto is substituted therefor.
4. Restatement of Representations and Warranties. The Borrower
hereby restates and renews each and every representation and warranty
heretofore made by it in the Credit Agreement and the other Loan Documents as
fully as if made on the date hereof (except where reference is made to a
specific date) and with specific reference to this First Amendment and all
other loan documents executed and/or delivered in connection herewith.
5. Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan Documents
shall be and remain in full force and effect, and shall constitute the legal,
valid, binding and enforceable obligations of the Borrower. The amendments
contained herein shall be deemed to have prospective application only, unless
otherwise specifically stated herein.
6. Ratification. The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement and the other Loan Documents effective as of the date hereof.
7. Counterparts. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts
and delivered by facsimile, each of which when so executed and delivered
(including by facsimile) shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.
8. Section References. Section titles and references used in
this First Amendment shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.
9. No Default. To induce the Administrative Agent and the
Lenders to enter into this First Amendment and to continue to make advances
pursuant to the Credit Agreement, the Borrower hereby acknowledges and agrees
that, as of the date hereof, and after giving effect to the terms hereof, there
exists (i) no Default or Event of Default and (ii) no right of offset, defense,
counterclaim, claim or objection in favor of the Borrower arising out of or
with respect to any of the Loans or other obligations of the Borrower owed to
the Lenders under the Credit Agreement.
10. Further Assurances. The Borrower agrees to take such further
actions as the Administrative Agent shall reasonably request in connection
herewith to evidence the amendments herein contained.
11. Governing Law. This First Amendment shall be governed by and
construed and interpreted in accordance with, the laws of the State of New
York.
12. Conditions Precedent. This First Amendment shall become
effective only upon: (A) execution and delivery by facsimile to Xxxx Xxxxx, BNY
Asset Solutions LLC, facsimile no. 000-000-0000 (i) of this First Amendment by
the Borrower, the Administrative Agent and the Required Lenders and (ii) of the
Consent and Reaffirmation of Guarantors at the end hereof by
2
each of the Guarantors; (B) evidence satisfactory to the Administrative Agent
that the Revolver Credit Agreement has been amended, or a waiver granted
thereunder, so as to permit the Borrower to incur Capital Expenditures up to
the amounts permitted by Section 5.23, as in effect by virtue of this First
Amendment, for the Fiscal Years ending on and after December 31, 2003; and (C)
payment to the Administrative Agent, for the ratable account of the Lenders, of
an amendment fee in the aggregate amount of $275,000.
3
IN WITNESS WHEREOF, the Borrower, the Administrative Agent and each of the
Required Lenders has caused this First Amendment to be duly executed, under
seal, by its duly authorized officer as of the day and year first above written.
CARMIKE CINEMAS, INC., (SEAL)
as Borrower
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President - CFO
4
BNY ASSET SOLUTIONS LLC,
as Administrative Agent (SEAL)
APPROVED - LEGAL By: /s/ Xxxxx X. Xxxxxxx
9-23-03 ------------------------------------
-------- ------- Name: Xxxxx X. Xxxxxxx
Initials Date Title: President
5
AVIARY ASSOCIATES, LP,
as a Term Lender
By: Aviary Capital Enterprise, Inc.
By:
----------------------------
Name:
Title:
6
BROOKVILLE CAPITAL MASTER FUND
LP, as a Term Lender
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title:
7
CALIFORNIA PUBLIC EMPLOYEES
RETIREMENT SYSTEM, as a Term Lender
By: Highland Capital Management, L.P.,
as Authorized Representative of the Board
By: /s/ Xxxx Xxxxxxx
---------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
8
CONTINENTAL ASSURANCE COMPANY,
ON BEHALF OF ITS SEPARATE ACCOUNT
(E), as a Term Lender
By: /s/ Xxxxxxx X. XxXxxx
---------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President
Form Approved
by Law Dept.
MDC
---
9
CONTINENTAL CASUALTY COMPANY,
as a Term Lender
By: /s/ Xxxxxxx X. XxXxxx
---------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President
10
CREDIT SUISSE FIRST BOSTON
INTERNATIONAL, as a Term Lender
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Mr. Xxxxxx Xxxxxx
Title: Vice President
11
DK ACQUISITION PARTNERS, L.P.,
as a Term Lender
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: General Partner
12
EOS PARTNERS, L.P., as a Term Lender
By: /s/ Tal Gurion
---------------------------------------
Name: Tal Gurion
Title: Principal
13
FRANKLIN FLOATING RATE DAILY
ACCESS FUND, as a Term Lender
By: /s/ Xxxxxxx Xxx
---------------------------------------
Name: Xxxxxxx Xxx
Title: Asst. Vice President
14
FRANKLIN FLOATING RATE MASTER
SERIES FUND, as a Term Lender
By: /s/ Xxxxxxx Xxx
---------------------------
Name: Xxxxxxx Xxx
Title: Asst. Vice President
15
FRANKLIN FLOATING RATE TRUST,
as a Term Lender
By: /s/ Xxxxxxx Xxx
---------------------------
Name: Xxxxxxx Xxx
Title: Asst. Vice President
16
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Term Lender
By:
---------------------------
Name:
Title:
17
XXXXXXX XXXXX CREDIT PARTNERS
L.P., as a Term Lender
By: /s/ Xxxxx Xxxxxxx
---------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
18
GSC PARTNERS GEMINI FUND
LIMITED, as a Term Lender
By: /s/ Xxxx Xxxxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
19
KZH HIGHLAND-2 LLC,
as a Term Lender
By:
---------------------------
Name:
Title:
20
LIBERTY FLOATING RATE ADVANTAGE
FUND, as a Term Lender
By: Columbia Management Advisors, Inc.,
as Advisor
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
21
MW POST OPPORTUNITY OFFSHORE
FUND, LTD., as a Term Lender
By: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: Credit Analyst
22
XXXXXXXXXXX SENIOR FLOATING RATE
FUND, as a Term Lender
By: /s/ Xxxx Xxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
23
POST HIGH YIELD, LP, as a Term Lender
By: /s/ Xxxxx Xxxxxx
-----------------------
Name: Xxxxx Xxxxxx
Title: Credit Analyst
24
POST OPPORTUNITY FUND, LP, as a Term
Lender
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Credit Analyst
25
XXXXXX DIVERSIFIED INCOME TRUST,
as a Term Lender
By: /s/ Xxxx Xxxxx
-----------------------
Name: Xxxx Xxxxx
Title: Vice President
26
XXXXXX HIGH YIELD ADVANTAGE TRUST,
as a Term Lender
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
27
XXXXXX HIGH YIELD TRUST,
as a Term Lender
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
28
XXXXXX MASTER INCOME TRUST,
as a Term Lender
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
29
XXXXXX MASTER INTERMEDIATE INCOME TRUST,
as a Term Lender
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
30
XXXXXX PREMIER INCOME TRUST,
as a Term Lender
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: Vice President
31
XXXXXX VARIABLE TRUST - PVT
DIVERSIFIED INCOME FUND,
as a Term Lender
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: Vice President
32
XXXXXX VARIABLE TRUST - PVT
HIGH YIELD FUND, as a Term
Lender
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Title: Vice President
33
RCG ENDEAVOUR LLC, as a Term Lender
By: Xxxx X. Xxxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxxx
Title: Managing Director
34
RESTORATION FUNDING CLO, LTD, as a
Term Lender
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
35
SPCP GROUP LLC, as a Term Lender
By: /s/ Xxxxxx X. Mule
----------------------------
Name:
Title:
36
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY, as a Term Lender
By: Columbia Management Advisers, Inc.,
as Advisor
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President &
Portfolio Manager
37
TRS THEBE LLC, as a Term Lender
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
38
This page is intentionally left blank.
39
XXX XXXXXX SENIOR LOAN FUND, as a Term
Lender
By:
----------------------------------------
Name:
Title:
40
XXX XXXXXX SENIOR INCOME TRUST, as a Term
Lender
By:
----------------------------------------
Name:
Title:
41
CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
First Amendment to Term Loan Credit Agreement (the "First Amendment"), (ii)
consents to the execution and delivery of the First Amendment by the parties
thereto and (iii) reaffirms all of its obligations and covenants under the
Guaranty dated as of January 31, 2002 executed by it, and agrees that none of
such obligations and covenants shall be affected by the execution and delivery
of the First Amendment. This Consent and Reaffirmation may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same instrument
WOODENNICKEL PUB, INC. (SEAL)
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Title: Senior Vice President
MILITARY SERVICE, INC. (SEAL)
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Title: Senior Vice President
EASTWYNN THEATERS, INC. (SEAL)
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Title: Senior Vice President
42
EXHIBIT F
FORM OF COMPLIANCE CERTIFICATE
Reference is made to the Term Loan Credit Agreement dated as of
January 31, 2002 (as amended by First Amendment to Credit Agreement dated as of
September ____________, 2003, and as thereafter amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Carmike
Cinemas, Inc., the Lenders from time to time parties thereto, and BNY Asset
Solutions LLC, as Administrative Agent. Capitalized terms used herein shall
have the meanings ascribed thereto in the Credit Agreement.
Pursuant to Section 5.0l(c) of the Credit Agreement,
______________________________, the duly authorized ___________________________,
of Carmike Cinemas, Inc., hereby certifies to the Administrative Agent and the
Lenders that the information contained in the Compliance Check List attached
hereto is true, accurate and complete as of ___________________, 20__, and that
no Default or Event of Default is in existence on and as of the date hereof.
CARMIKE CINEMAS, INC.
By:
Title:
43
1. Ratio of Funded Debt to EBITDA (Section 5.03) At the end of each Fiscal
Quarter, commencing with the Fiscal Quarter ending March 31, 2002, the ratio of
Funded Debt to EBITDA for the period of 4 consecutive Fiscal Quarters ending on
such date shall not be greater than the applicable ratio provided in the
following table:
Fiscal Quarter Ending Applicable Ratio
--------------------- ----------------
March 31, 2002 through
December 31, 2002 7.25 to 1.0
March 31, 2003 through
December 31, 2003 7.00 to 1.0
March 31, 2004 through
December 31, 2004 6.75 to 1.0
March 31, 2005 through
December 31, 2005 6.25 to 1.0
Each Fiscal Quarter 5.75 to 1.0
(a) Funded Debt - Schedule 1 $ __________
(b) EBITDA - Schedule 2 $ __________
(c) actual ratio of (a) to (b) ___ to 1.0
Maximum ratio: [7.25 to 1.0]
[7.00 to 1.0]
[6.75 to 1.0]
[6.25 to 1.0]
[5.75 to 1.0]
44
2. Interest Coverage Ratio (Section 5.04)
At the end of each Fiscal Quarter, commencing with the Fiscal Quarter
ending March 31, 2002, the ratio of EBITDA to interest expense on
Funded Debt of the Borrower and its Subsidiaries, calculated on a
consolidated basis at the end of such Fiscal Quarter for the period of
4 consecutive Fiscal Quarters ending on such date, shall not be less
than the applicable ratio provided in the following table:
Fiscal Quarter Ending Applicable Ratio
--------------------- ----------------
March 31, 2002 through
December 31, 2002 1.50 to 1.0
March 31, 2003 through
December 31, 2003 1.55 to 1.0
March 31, 2004 through
December 31, 2004 1.65 to 1.0
March 31, 2005 through
December 31, 2005 1.75 to 1.0
Each Fiscal Quarter 1.85 to 1.0
(a) EBITDA - Schedule 2 $ ___________
(b) interest expense on Funded Debt -
Schedule 3 $ ___________
(c) actual ratio of (a) to (b) ____ to 1.0
Minimum ratio: [1.50 to 1.0]
[1.55 to 1.0]
[1.65 to 1.0]
[1.75 to 1.0]
[1.85 to 1.0]
45
3. Ratio of EBITDAR to Fixed Charges (Section 5.06)
At the end of each Fiscal Quarter, commencing with the Fiscal Quarter
ending March 31, 2000, the ratio of EBITDAR to Fixed Charges, in each
case for the period of 4 consecutive Fiscal Quarters ending on such
date, shall not be less than the applicable ratio provided in the
following table:
Fiscal Quarter Ending Applicable Ratio
---------------------- ----------------
March 31, 2002 through
December 31, 2002 1.0 to 1.0
March 31, 2003 through
December 31, 2003 1.0 to 1.0
March 31, 2004 through
December 31, 2004 1.0 to 1.0
March 31, 2005 through
December 31, 2005 1.0 to 1.0
(a) EBITDAR - Schedule 4 $ __________
(b) Interest expense on Funded Debt
- Schedule 3 $ __________
(c) Rental Obligations - Schedule 4 $ __________
(d) Fixed Charges (sum of (b) and (c) $ __________
(e) actual ratio of (a) to (d) ___ to 1.0
Minimum ratio: 1.0 to 1.0
46
4. Negative Pledge (Section 5.07)
Neither the Borrower nor any Subsidiary will create, assume or suffer
to exist any Lien on any asset now owned or hereafter acquired by it,
except:
(a)...(1) Liens on fixed assets (1) of any Person at the time
such Person becomes a Subsidiary and not created in contemplation of
such event, (2) of any Person existing at the time such Person is
merged or consolidated with or into the Borrower or a Subsidiary and
not created in contemplation of such event and (3) existing prior to
the acquisition of such fixed assets by the Borrower or a Subsidiary
and not created in contemplation of such acquisition, provided that the
aggregate principal amount outstanding of Debt secured by Liens
permitted under this paragraph (1) may not exceed, at the time any such
Person becomes a Subsidiary, or at the time of such merger or of
acquisition of such assets, 5% of Consolidated Operating Income as of
the end of the most recent completed Fiscal Year; and
(m) Liens on assets other than the Collateral
not otherwise permitted by the foregoing clauses of this Section
securing Debt (other than indebtedness represented by the Notes) in an
aggregate principal amount outstanding at the time any such Lien is
created not to exceed 5% of Consolidated Operating Income as of the
end of the most recent completed Fiscal Year:
(a) Liens on fixed assets subject to paragraph (1):
Description of Lien and Property subject to same: Amount of Debt Secured:
1. $
------------------------------------------------- ------------------------
2. $
------------------------------------------------- ------------------------
3. $
------------------------------------------------- ------------------------
4. $
------------------------------------------------- ------------------------
5. $
------------------------------------------------- ------------------------
Total of items 1-7 $
========================
(b) Consolidated Operating Income $
------------------------
(c) 5% of (b) $
-----------------
Limitation: (a) may not exceed c) $
------------------------
(d) Liens on other assets subject to paragraph (m):
Description of Lien and Property subject to same: Amount of Debt Secured:
1. $
------------------------------------------------- ------------------------
2. $
------------------------------------------------- ------------------------
47
3. $
------------------------------------------------- ------------------------
4. $
------------------------------------------------- ------------------------
5. $
------------------------------------------------- ------------------------
6. $
------------------------------------------------- ------------------------
7. $
------------------------------------------------- ------------------------
Total of items 1-7 $
========================
Limitation (d) may not exceed (c)
48
5. Sales of Assets (Section 5.10)
... (d) the foregoing limitation on the sale, lease or other
transfer of assets and on the discontinuation or elimination of a
business line or segment shall not prohibit... (iii) subject to the
mandatory prepayment provisions of Section 2.08, during any Fiscal
Quarter, a transfer of other assets (including, but not limited to
sale/leaseback transactions) in an arm's-length transaction for fair
market value or the discontinuance or elimination of a business line
or segment (in a single transaction or in a series of related
transactions) unless the aggregate assets to be so transferred or
utilized in a business line or segment to be so discontinued, when
combined with all other assets transferred, and all other assets
utilized in all other business lines or segments discontinued, during
such Fiscal Quarter and the immediately preceding three Fiscal
Quarters (excluding, however, transfers of assets permitted by clauses
(d) (i) and (ii) of this Section) had a book value more than
$5,000,000, provided in each of the foregoing such cases no Default
shall have occurred or will occur as a consequence thereof.
(a) Asset sales permitted only under clause
(iii) during current Fiscal Quarter $
------------
(b) Asset sales permitted only under clause
(iii) during prior 3 Fiscal Quarters $
------------
(c) Sum of (a) and (b) $
------------
Limitation: (c) may not exceed $5,000,000
49
6. Investments (Section 5.20)
Neither the Borrower nor any of its Subsidiaries shall make
Investments in any Person except: (a) Investments in (i) direct
obligations of the United States Government maturing within one year,
(ii) certificates of deposit issued by a commercial bank whose credit
is satisfactory to the Agent, (iii) commercial paper rated Al or the
equivalent thereof by S&P or P1 or the equivalent thereof by Xxxxx'x
and in either case maturing within 6 months after the date of
acquisition, (iv) tender bonds the payment of the principal of and
interest on which is fully supported by a letter of credit issued by a
United States bank whose long-term certificates of deposit are rated
at least AA or the equivalent thereof by S&P and Aa or the equivalent
thereof by Xxxxx'x, (v) deposits required by government agencies or
public utilities, (b) Investments in existence on the Effective Date,
(c) loans, advances or other Investments to or in Guarantors; (e)
non-cash loans consisting of the deferred purchase price for
acquisition of Capital Stock of the Borrower by employees pursuant to
the 2001 Stock Plan dated on or about the Effective Date; and (e)
other Investments which, in the aggregate since the Effective Date, do
not exceed $1,000,000; provided, however, immediately after giving
effect to the making of any Investment, no Event of Default shall have
occurred and be continuing.
(a) Investments permitted only under paragraph
(e) during current Fiscal Quarter $
------------
(b) Investments permitted only under paragraph
(e) during all prior Fiscal Quarters from
Effective Date $
------------
(c) Sum of (a) and (b) $
------------
Limitation: (c) may not exceed $1,000,000
50
7. Capital Expenditures (Section 5.23)
At the end of each Fiscal Year, commencing with the Fiscal Quarter
ending December 31, 2002, Capital Expenditures for such Fiscal Year
shall not exceed the sum of: (i) the amount set forth below for the
Fiscal Years set forth below; plus (ii) any unused amount from the
prior Fiscal Year.
Fiscal Year Ending Capital Expenditure Limit
December 31, 2002 $20,000,000
December 31, 2003 $20,000,000
December 31, 2004 $25,000,000
December 31, 2005 $25,000,000
December 31, 2006 $25,000,000
(a) Capital Expenditures Fiscal Year to Date $
----------------
(b) carryover amount from
prior Fiscal Year $
----------------
(c) Sum of (a) and (b) $
----------------
Limitation: (a) may not exceed
(c) for current Fiscal Year
51
SCHEDULE - 1
Funded Debt
Interest
(a) Funded Debt Rate Maturity Total
Secured
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
Total Secured $
-------------
Unsecured
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
$
-------------------- --------- -------- -------------
Total Unsecured $
-------------
Guarantees
$
-------------------------------------------------------- -------------
$
-------------------------------------------------------- -------------
Total $
-------------
Redeemable Preferred Stock $
-------------
Total $
-------------
Other Debt
$
-------------------------------------------------------- -------------
$
-------------------------------------------------------- -------------
$
-------------------------------------------------------- -------------
Total Funded Debt $
=============
52
SCHEDULE - 2
EBITDA
(a) ____ quarter ____
Net Income $
------------
plus:
interest expense $
------------
income and franchise taxes $
------------
depreciation expense $
------------
amortization expense $
------------
other non-cash items, extraordinary
non-cash items, non-recurring and
unusual non-cash items reducing
Net Income $
------------
cumulative effects of changes in
accounting principles under
GAAP reducing Net Income $
------------
upfront expenses resulting from
equity offerings, investments,
mergers, recapitalizations, any
Xxxxxxx Xxxx Payments, asset
dispositions, asset acquisitions,
and similar transactions reduce Net Income $
------------
restructuring charges reducing Net
Income $
------------
charges arising from grant of stock or
options to management $
------------
losses on asset dispositions $
------------
less:
non-cash items, extraordinary non-cash
items, non-recurring and unusual
non-cash items increasing Net Income $
------------
cumulative effects of changes in
accounting principles under GAAP
increasing such Net Income $
------------
gains on asset dispositions $
------------
TOTAL FOR QUARTER $
------------
53
(b) ____ quarter ____
Net Income $
------------
plus:
interest expense $
------------
income and franchise taxes $
------------
depreciation expense $
------------
amortization expense $
------------
other non-cash items, extraordinary
non-cash items, non-recurring and
unusual non-cash items reducing
Net Income $
------------
cumulative effects of changes in
accounting principles under
GAAP reducing Net Income $
------------
upfront expenses resulting from
equity offerings, investments,
mergers, recapitalizations, any
Xxxxxxx Xxxx Payments, asset
dispositions, asset acquisitions,
and similar transactions reduce Net Income $
------------
restructuring charges reducing Net
Income $
------------
charges arising from grant of stock or
options to management $
------------
losses on asset dispositions $
------------
less:
non-cash items, extraordinary non-cash
items, non-recurring and unusual
non-cash items increasing Net Income $
------------
cumulative effects of changes in
accounting principles under GAAP
increasing such Net Income $
------------
gains on asset dispositions $
------------
TOTAL FOR QUARTER $
------------
54
(c) ____ quarter ____
Net Income $
------------
plus:
interest expense $
------------
income and franchise taxes $
------------
depreciation expense $
------------
amortization expense $
------------
other non-cash items, extraordinary
non-cash items, non-recurring and
unusual non-cash items reducing
Net Income $
------------
cumulative effects of changes in
accounting principles under
GAAP reducing Net Income $
------------
upfront expenses resulting from
equity offerings, investments,
mergers, recapitalizations, any
Xxxxxxx Xxxx Payments, asset
dispositions, asset acquisitions,
and similar transactions reduce Net Income $
------------
restructuring charges reducing Net
Income $
------------
charges arising from grant of stock or
options to management $
------------
losses on asset dispositions $
------------
less:
non-cash items, extraordinary non-cash
items, non-recurring and unusual
non-cash items increasing Net Income $
------------
cumulative effects of changes in
accounting principles under GAAP
increasing such Net Income $
------------
gains on asset dispositions $
------------
TOTAL FOR QUARTER $
------------
55
(d) ____ quarter ____
Net Income $
------------
plus:
interest expense $
------------
income and franchise taxes $
------------
depreciation expense $
------------
amortization expense $
------------
other non-cash items, extraordinary
non-cash items, non-recurring and
unusual non-cash items reducing
Net Income $
------------
cumulative effects of changes in
accounting principles under
GAAP reducing Net Income $
------------
upfront expenses resulting from
equity offerings, investments,
mergers, recapitalizations, any
Xxxxxxx Xxxx Payments, asset
dispositions, asset acquisitions,
and similar transactions reduce Net Income $
------------
restructuring charges reducing Net
Income $
------------
charges arising from grant of stock or
options to management $
------------
losses on asset dispositions $
------------
less:
non-cash items, extraordinary non-cash
items, non-recurring and unusual
non-cash items increasing Net Income $
------------
cumulative effects of changes in
accounting principles under GAAP
increasing such Net Income $
------------
gains on asset dispositions $
------------
TOTAL FOR QUARTER $
------------
Total EBITDA (sum of (a), (b), (c)
and (d)) $
------------
56
SCHEDULE - 3
INTEREST EXPENSE ON FUNDED DEBT
(a) ___ quarter ___ $
------------
(b) ___ quarter ___ $
------------
(c) ___ quarter ___ $
------------
(d) ___ quarter ___ $
------------
Total Interest Expense on Funded Debt
(sum of (a), (b), (c) and (d)) $
------------
57
SCHEDULE - 4
EBITDAR
(a) ___ quarter ___ Rental Obligations $
------------
(b) ___ quarter ___ Rental Obligations $
------------
(c) ___ quarter ___ Rental Obligations $
------------
(d) ___ quarter ___ Rental Obligations $
------------
(e) Total Rental Obligations
(sum of (a), (b), (c)
and (d)) $
------------
(f) EBITDA (from Schedule 2) $
------------
58
