EXHIBIT 10.3
$475,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
among
CONCENTRA MANAGED CARE, INC.
as Holdings,
CONCENTRA OPERATING CORPORATION,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
THE CHASE MANHATTAN BANK,
as Administrative Agent,
CREDIT SUISSE FIRST BOSTON
and
FLEET NATIONAL BANK,
as Co-Documentation Agents,
and
DLJ CAPITAL FUNDING, INC.,
as Syndication Agent,
Dated as of March 21, 2000
CHASE SECURITIES INC.
and
DLJ CAPITAL FUNDING, INC.,
as Co-Lead Arrangers and Joint Book Managers
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 21, 2000
(this "Amendment"), to the Credit Agreement, dated as of August 17, 1999 (the
---------
"Credit Agreement"), among CONCENTRA MANAGED CARE, INC., a Delaware corporation
-----------------
("Holdings"), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the
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"Borrower"), the several banks and other financial institutions or entities from
--------
time to time parties to the Credit Agreement (the "Lenders"), THE CHASE
-------
MANHATTAN BANK, as administrative agent (the "Administrative Agent"), CREDIT
--------------------
SUISSE FIRST BOSTON and FLEET NATIONAL BANK, as co-documentation agents (the
"Co-Documentation Agents"), and DLJ CAPITAL FUNDING, INC., as syndication agent
------------------------
(the "Syndication Agent").
-----------------
W I T N E S S E T H:
-------------------
WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Co-Documentation Agents and the Syndication Agent are parties to the Credit
Agreement;
WHEREAS, the Borrower has requested that the Lenders amend and restate
certain provisions contained in the Credit Agreement as set forth herein; and
WHEREAS, the Required Lenders have consented to the requested
amendments to, and restatements of, the Credit Agreement on and subject to the
terms and conditions as set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
I. Definitions. Unless otherwise defined herein, terms defined in the Credit
-----------
Agreement are used herein as therein defined.
II. Amendment and Restatement. The parties hereto agree that the Credit
-------------------------
Agreement shall be amended and restated by incorporating the Credit Agreement by
reference herein and amending and restating it as expressly set forth below:
A. Amendments to Section 1 (Definitions).
-------------------------------------
1. Section 1.1 of the Credit Agreement is hereby amended by adding in their
proper alphabetical order the following definitions:
"Amendment Effective Date": the date on which each of the conditions
-------------------------
precedent set forth in the Amendment shall have been satisfied or waived.
"Amendment": the Amended and Restated Credit Agreement, dated as of
---------
March 21, 2000, among Holdings, the Borrower, the Required Lenders, the
Administrative Agent, the Co-Documentation Agents and the Syndication Agent, to
amend and restate certain provisions contained in the Credit Agreement, dated as
of August 17, 1999, among Holdings, the Borrower, the Lenders, the
Administrative Agent, the Co-Documentation Agents and the Syndication Agent.
1. Section 1.1 of the Credit Agreement is hereby amended by deleting in its
entirety the definitions of "Applicable Margin", "Permitted Acquisition",
"Pricing Grid" and substituting in lieu thereof, respectively, the following
definitions in the proper alphabetical order:
"Applicable Margin": (a) Prior to the Amendment Effective Date, for
-----------------
each Type of Loan, the rate per annum set forth under the relevant column
heading below:
ABR Loans Eurodollar Loans
--------- ----------------
Revolving Loans 1.75% 2.75%
Tranche B Term Loans 2.25% 3.25%
Tranche C Term Loans 2.50% 3.50%
; provided, that on and after the first Adjustment Date occurring after the
completion of four full fiscal quarters of the Borrower after the Closing Date,
the Applicable Margin with respect to Revolving Loans will be determined
pursuant to the Pricing Grid.
(b) On and after the Amendment Effective Date, for each Type of Loan,
the rate per annum set forth under the relevant column heading below:
ABR Loans Eurodollar Loans
--------- ----------------
Revolving Loans 2.50% 3.50%
Tranche B Term Loans 3.00% 4.00%
Tranche C Term Loans 3.25% 4.25%
; provided, that on and after the first Adjustment Date occurring after the
completion of four full fiscal quarters of the Borrower after the Closing Date,
the Applicable Margin with respect to Revolving Loans will be determined
pursuant to the Pricing Grid.
"Permitted Acquisition": any acquisition by the Borrower or a
---------------------
Subsidiary of all or substantially all of the assets of, or all the Capital
Stock of, a Person or division or line of business of a Person if, immediately
after giving effect thereto, (a) no Default or Event of Default has occurred
and is continuing or would result therefrom, (b) all transactions related
thereto are consummated in accordance with applicable laws, except where any
non-compliance could not, singly or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (c) all of the Capital Stock in each Subsidiary
formed for the purpose of or resulting from such acquisition shall be owned
directly by the Borrower or a Subsidiary of the Borrower and all actions
required to be taken with respect to such acquired or newly created Subsidiary
under Section 6.10 have been taken, (d) the Borrower and its Subsidiaries are in
compliance, on a pro forma basis as at the end of the last fiscal quarter of the
Borrower for which financial statements are available after giving effect to
such acquisition, with the covenants contained in Section 7.1 calculated as at
the last day of the most recently ended fiscal quarter of the Borrower for which
financial statements are available, as if such acquisition (and any related
incurrence or repayment of Indebtedness,
with any new Indebtedness being deemed amortized over the applicable testing
period in accordance with its terms, and with any Revolving Loans borrowed in
connection with such acquisition being deemed to be repaid with excess cash
balances as available) had occurred on the first day of each relevant period for
testing such compliance (provided, that, with respect to determining the
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compliance by the Borrower and its Subsidiaries with the covenant for
Consolidated Leverage Ratio set forth in Section 7.1(a), each such ratio for the
respective fiscal quarter set forth therein shall be deemed to have been
decreased by 0.25, provided, further, that such decrease shall not apply in the
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event the Consolidated Leverage Ratio is at or less than 3.00 to 1.00) and (e)
the Borrower has delivered to the Administrative Agent an officers' certificate
to the effect set forth in clauses (a), (b), (c) and (d) above, together with
all relevant financial information for the Person or assets to be acquired.
"Pricing Grid": the pricing grid attached to Amendment as Annex A.
B. Amendment to Section 4 (Representations and Warranties). Section 4.2 of the
Credit Agreement is hereby amended by adding immediately before the period at
the end of such section the following phrase:", except as disclosed to the
Administrative Agent and the Lenders on or prior to March 1, 2000".
C. Amendment to Section 6 (Affirmative Covenants). Section 6.1 of the Credit
Agreement is hereby amended by (i) deleting the word "and" at the end of clause
(ii) of paragraph (a) of said Section, (ii) deleting the period at the end of
clause (ii) of paragraph (b) of said Section and substituting in lieu thereof";
and" and (iii) adding the following paragraph immediately after the word "and"
at the end of clause (ii) of paragraph (b) of said Section:
"(c) prior to an IPO, as soon as available, but in any event not
later than 50 days after the end of each month occurring during each
fiscal year (other than the third, sixth, ninth and twelfth such month)
beginning as of April 1, 2000:
(i) of the Borrower, a copy of (A) the unaudited consolidated
balance sheets of the Borrower and its consolidated Subsidiaries as
at the end of such month and the related unaudited consolidated
statements of income and of cash flows for such month and the portion
of the fiscal year through the end of such month, and (B) the
unaudited consolidating statements of income of the Borrower for such
month and the portion of the fiscal year through the end of such
month (calculated on a business unit basis), setting forth in each
case in comparative form the figures for the previous year, certified
by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments and the
absence of notes thereto); and
(ii) of Holdings, a copy of the unaudited consolidated balance sheets
of Holdings and its consolidated Subsidiaries as at the end of such
month and the related unaudited consolidated statements of income and
of cash flows for such month and the portion of the fiscal year
through the end of such month, setting forth in comparative form the
figures for the previous year, certified by a Responsible
Officer as being fairly stated in all material respects (s ubject to
normal year-end audit adjustments and the absence of notes thereto)."
D. Amendments to Section 7 (Negative Covenants).
--------------------------------------------
1. Section 7.1(a) of the Credit Agreement is hereby amended by deleting the
table set forth therein in its entirety and substituting in lieu thereof the
following table:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
March 31, 2000 5.85 to 1.00
June 30, 2000 5.80 to 1.00
September 30, 2000 5.70 to 1.00
December 31, 2000 5.30 to 1.00
March 31, 2001 5.30 to 1.00
June 30, 2001 5.00 to 1.00
September 30, 2001 5.00 to 1.00
December 31, 2001 4.75 to 1.00
March 31, 2002 4.50 to 1.00
June 30, 2002 4.25 to 1.00
September 30, 2002 4.00 to 1.00
December 31, 2002 3.75 to 1.00
March 31, 2003 3.75 to 1.00
June 30, 2003 3.50 to 1.00
September 30, 2003 3.25 to 1.00
December 31, 2003 3.00 to 1.00
Each Quarter thereafter
2004-2008 3:00 to 1:00
2. Section 7.1(b) of the Credit Agreement is hereby amended by deleting the
table set forth therein in its entirety and substituting in lieu thereof the
following table:
Consolidated Interest
Fiscal Quarter Coverage Ratio
-------------- --------------
March 31, 2000 1.50 to 1.00
June 30, 2000 1.50 to 1.00
September 30, 2000 1.50 to 1.00
December 31, 2000 1.50 to 1.00
March 31, 2001 1.50 to 1.00
June 30, 2001 1.50 to 1.00
September 30, 2001 1.75 to 1.00
December 31, 2001 1.75 to 1.00
March 31, 2002 1.75 to 1.00
June 30, 2002 2.00 to 1.00
September 30, 2002 2.00 to 1.00
December 31, 2002 2.25 to 1.00
March 31, 2003 2.25 to 1.00
June 30, 2003 2.50 to 1.00
September 30, 2003 2.75 to 1.00
December 31, 2003 3.00 to 1.00
March 31, 2004 3.00 to 1.00
June 30, 2004 3.25 to 1.00
September 30, 2004 3.50 to 1.00
December 31, 2004 4.00 to 1.00
Each Quarter thereafter 4.00 to 1.00
2005-2008
3. Section 7.7 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and substituting in lieu thereof the following:
7.7 Capital Expenditures. Make or commit to make any Capital Expenditure
--------------------
Expenditure, except (a) Maintenance Capital Expenditures of the Borrower and its
Subsidiaries not exceeding the amount set forth opposite each of the fiscal
years set forth below:
Maintenance
Fiscal Year Capital Expenditures
----------- --------------------
2000 $32,500,000
2001 $37,500,000
2002 $42,500,000
2003 $50,000,000
2004 $55,000,000
2005 $60,000,000
2006 $65,000,000
2007 $70,000,000
2008 $75,000,000
; provided, that in the event Consolidated Leverage Ratios for the Borrower and
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its Subsidiaries shall not exceed the respective Consolidated Leverage Ratios as
originally set forth in Section 7.1(a) of this Agreement prior to the
effectiveness of the Amendment for four consecutive fiscal quarters, which
ratios are as set forth below for each relevant fiscal quarter:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
March 31, 2000 5.25 to 1.00
June 30, 2000 5.00 to 1.00
September 30, 2000 4.75 to 1.00
December 31, 2000 4.50 to 1.00
March 31, 2001 4.25 to 1.00
June 30, 2001 4.25 to 1.00
September 30, 2001 4.00 to 1.00
December 31, 2001 3.75 to 1.00
March 31, 2002 3.50 to 1.00
June 30, 2002 3.50 to 1.00
September 30, 2002 3.25 to 1.00
December 31, 2002 3.25 to 1.00
Each Quarter thereafter
2003-2008 3.00 to 1.00
, then the Maintenance Capital Expenditures of the Borrower and its Subsidiaries
shall be permitted to be of amounts up to but not exceeding the Maintenance
Capital Expenditures as originally set forth in Section 7.7 of this Agreement
prior to the effectiveness of the Amendment, each of which amounts is as set
forth below for each relevant fiscal year:
Maintenance
Fiscal Year Capital Expenditures
----------- --------------------
2000 $50,000,000
2001 $55,000,000
2002 $55,000,000
2003 $60,000,000
2004 $60,000,000
2005 $70,000,000
2006 $70,000,000
2007 $80,000,000
2008 $90,000,000
; provided, further, in any event, that up to 50% of each such applicable amount
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set forth above in this Section 7.7, if not expended in the fiscal year for
which it is permitted, may be carried over for expenditure in the next
succeeding fiscal year, and (b) Acquisition Capital Expenditures of the Borrower
and its Subsidiaries as permitted pursuant to Section 7.8A.
4. Section 7.8A of the Credit Agreement is hereby amended by deleting
said Section in its entirety and substituting in lieu thereof the following:
7.8A Acquisitions. Make or commit to make any Acquisition Capital
------------
Expenditures or purchase any assets constituting a business unit of, or the
Capital Stock of, any Person, or make any investment in or loan or advance to
any Permitted Joint Venture except for Acquisition Capital Expenditures,
Permitted Acquisitions and investments in Permitted Joint Ventures involving the
expenditure (including the principal amount of any Indebtedness incurred or
assumed in connection with the same, the continuing Indebtedness of any acquired
Person outstanding at any time of its Permitted Acquisition and the fair market
value of any other non-cash consideration, but excluding common stock issued by
Holdings as well as the proceeds received from the issuance of common stock of
Holdings to the existing stockholders of Holdings or to the Sponsor in
connection with the financing of Permitted Acquisitions, which proceeds may be
used by the Borrower or its Subsidiaries for Permitted Acquisitions independent
of the limits set forth in this Section 7.8A) in an aggregate amount not to
exceed $20,000,000 in the fiscal year ending 2000, $22,500,000 in the fiscal
year ending 2001, $25,000,000 in the fiscal year ending 2002, and $30,000,000 in
each fiscal year thereafter, (which amount shall include a maximum of up to
$10,000,000 in each fiscal year which may be used for investments in new
Permitted Joint Ventures formed or acquired after the Closing Date or the
contribution of cash to existing Permitted Joint Ventures); provided, however,
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that in the event Consolidated Leverage Ratios for the Borrower and its
Subsidiaries shall not exceed the respective Consolidated Leverage Ratios as
originally set forth in Section 7.1(a) of this Agreement prior to the
effectiveness of the Amendment for four consecutive fiscal quarters, then the
amount of Acquisition Capital Expenditures, Permitted Acquisitions and
investments in Permitted Joint Ventures permitted hereunder shall not exceed
such amounts as originally set forth in Section 7.8A of this Agreement prior to
the effectiveness of the Amendment, which shall be an aggregate amount not to
exceed $30,000,000 in each fiscal year (which amount shall include a maximum of
up to $10,000,000 in each fiscal year which may be used for investments in new
Permitted Joint Ventures formed or acquired after the Closing Date or the
contribution of cash to existing Permitted Joint Ventures); provided, further,
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however, that immediately after giving effect to any such Acquisition Capital
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Expenditure, Permitted Acquisition or investments in a Permitted Joint Venture,
(a) no Default or Event of Default shall have occurred and be continuing, and
(b) the Borrower and its Subsidiaries shall be in compliance, on a pro forma
basis as at the end of the last fiscal quarter of the Borrower for which
financial statements are available after giving effect thereto, with the
covenants contained in Section 7.1 calculated as at the last day of the most
recently ended fiscal quarter of the Borrower for which financial statements are
available, as if such transaction (and any related incurrence or repayment of
Indebtedness, with any new Indebtedness being deemed amortized over the
applicable testing period in accordance with its terms, and with any Revolving
Loans borrowed in connection with such acquisition being deemed to be repaid
with excess cash balances as available) had occurred on the first day of each
relevant period for testing such compliance (provided, that, with respect to
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determining the compliance by the Borrower and its Subsidiaries with the
covenant for Consolidated Leverage Ratio set forth in Section 7.1(a), each such
ratio for the respective fiscal quarter set forth therein shall be deemed to
have been decreased by 0.25, provided, further, that such decrease shall not
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apply in the event the Consolidated Leverage Ratio is at or less than 3.00 to
1.00). With respect to any such amount as set forth above (including the amount
allocated to investments in Permitted Joint Ventures), which is not expended in
the period or fiscal year, as the case may be, for which it is permitted, up to
50% of each such amount may be carried over for expenditure in the next
succeeding fiscal year.
III. Conditions Precedent. This Amendment shall become effective as of the date
--------------------
on which each of the conditions precedent set forth below shall have been
satisfied or waived (the date such conditions are fulfilled, the "Amendment
---------
Effective Date"):
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A. Documents.
---------
1. Holdings, the Borrower, the Administrative Agent and the Required Lenders
shall have executed and delivered this Amendment.
2. The Administrative Agent shall have received, to the extent that it has not
theretofore received, a certificate of the Secretary or Assistant Secretary of
each of Holdings and the Borrower as to the incumbency and signature of each of
the officers signing this Amendment, and any other instrument or document
delivered by Holdings and the Borrower in connection herewith, together with
evidence of the incumbency of such Secretary or Assistant Secretary.
B. No Default or Event of Default. On and as of the Amendment Effective Date
------------------------------
and after giving effect to this Amendment and the transactions contemplated
hereby, no Default or Event of Default shall have occurred and be continuing.
C. Fees. The Administrative Agent shall have received (i) for the ratable
----
account of the Lenders who have executed and delivered to the Administrative
Agent this Amendment on or prior to March 17, 2000, an amendment fee in an
amount equal to 0.50% of the amount of such Lenders' Commitments and (ii) all
other fees and expenses (including the reasonable fees and expenses of legal
counsel) incurred in connection with this Amendment, which fees shall be payable
in immediately available funds on or prior to the Amendment Effective Date.
IV. General.
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A. Representation and Warranties. To induce the Administrative Agent and the
-----------------------------
Lenders parties hereto to enter into this Amendment, Holdings and the Borrower
hereby jointly and severally represent and warrant to the Administrative Agent
and Lenders parties hereto as of the Amendment Effective Date that:
1. Power; Authorization; Enforceable Obligations.
---------------------------------------------
a. Each of Holdings and the Borrower has the corporate power and authority, and
the legal right, to make, deliver and perform this Amendment, and to perform the
Loan Documents, to which it is a party, as amended by this Amendment, and has
taken all necessary corporate action to authorize the execution, delivery and
performance of this Amendment and the performance of such Loan Documents, as so
amended.
b. No consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the execution, delivery, performance, validity or enforceability
of this Amendment, or the Loan Documents to which it is a party, as amended by
this Amendment, except for consents, authorizations, filings and notices which
have been obtained or made and are in full force and effect.
c. This Amendment has been duly executed and delivered on behalf of Holdings
and the Borrower.
d. This Amendment and the Loan Documents to which Holdings or the Borrower is a
party, as amended by this Amendment, each, constitutes a legal, valid and
binding obligation of Holdings and the Borrower, as the case may be, enforceable
against each of Holdings and the Borrower, as the case may be, in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).
2. No Legal Bar. The execution, delivery and performance of this Amendment and
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the performance of the Loan Documents to which Holdings or the Borrower, as the
case may be, is a party, as amended by this Amendment, (a) will not violate or
conflict with any Requirement of Law or any material Contractual Obligation of
Holdings, the Borrower or any of its Subsidiaries and will not result in, or
require, the creation or imposition of any Lien on any of
their respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation.
3. No Change. Since December 31, 1998 there has been no development or event
---------
that has had or is reasonably expected to have a Material Adverse Effect,
except as disclosed to the Administrative Agent and the Lenders on or prior to
March 1, 2000.
4. Representations and Warranties in Loan Documents. The representations and
------------------------------------------------
warranties made by each Loan Party in each Loan Document to which it is a party
and herein are true and correct on and as of the Amendment Effective Date,
before and after giving effect to the effectiveness of this Amendment, as if
made on and as of the Amendment Effective Date, except to the extent that such
representation and warranty is expressly limited by its terms to an earlier
date.
B. Continuing Effect of Loan Documents. Except as expressly amended, modified
-----------------------------------
and supplemented hereby, the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect.
C. Expenses. The Borrower agrees to pay to the Administrative Agent and the
--------
Lenders parties hereto all fees as set forth herein and to reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with this Amendment and any other documents prepared in
connection herewith, including the reasonable fees and expenses of counsel.
D. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
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INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
E. Counterparts. This Amendment may be executed in any number of counterparts
------------
by the parties hereto, each of which counterparts when so executed shall be an
original, but all counterparts taken together shall constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the day and year first above written.
CONCENTRA MANAGED CARE, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
CONCENTRA OPERATING CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Administrative Agent and a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
DLJ CAPITAL FUNDING, INC., as Syndication Agent
and a Lender
By: /s/ Xxxx X. Xxxxx
-------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON, as Co-Documentation
Agent and a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
FLEET NATIONAL BANK, as Co-Documentation Agent and
a Lender
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxx Xxxx
--------------------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ Xxxxx Xxxx
-------------------------
Name: Xxxxx Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
ELC (CAYMAN LTD., LENDER)
99-I
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
ELC (CAYMAN LTD., LENDER)
99-II
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
ELC (CAYMAN LTD., LENDER)
99-III
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx, CFA
Title: Vice President
KZH SHOSHONE, LLC
By: /s/ XXXXX XXX
-----------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ XXXXX X. XXXXX
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President,
Portfolio Manager
GALAXY CLO 1999-I, LTD.
By: /s/ Xxxxx Xxxxx
-------------------------
Name: Xxxxx Xxxxx
Title: Authorized Signatory
SANKATY ADVISORS, INC. AS COLLATERAL MANAGER FOR
GREAT POINT CLO 1999-1 LTD.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President,
Portfolio Manager
XXXXXXX NATIONAL LIFE INSURANCE
COMPANY
BY: PPM AMERICA, INC., as Attorney-in-Fact,
on behalf of XXXXXXX NATIONAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx Dire
-------------------------------------
Name: Xxxxxxx Dire
Title: Senior Managing Director
KZH SHOSHONE, LLC
By: /s/ XXXXX XXX
--------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxx Xxx
-------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxx Xxx
---------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
MASSMUTUAL HIGH YIELD PARTNERS II LLC
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President,
HYP Management Inc.,
As Managing Member
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxx
------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
PERSEUS CDO I, LIMITED
By: /s/ Xxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
Massachusetts Mutual Life
Insurance Company, As
Collateral Manager
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
MOUNTAIN CAPITAL CLO I LTD.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
PARIBAS
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
By: /s/ Stas Byhovsky
--------------------------------
Name: Stas Byhovsky
Title: Assistant Vice President
SEQUILS - PILGRIM I, LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Xxxxxx Xxxxxx, CFA
---------------------------------
Name: Xxxxxx Xxxxxx, CFA
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ XXXXXXX XXXXXX, CFA
------------------------------
Name: Xxxxxxx Xxxxxx, CFA
Title: Vice President
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Xxxxxx Xxxxxx, CFA
---------------------------------
Name: Xxxxxx Xxxxxx, CFA
Title: Vice President
SCOTIABANC INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxx X. Page
-----------------------------
Name: Xxxxx X. Page
Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxxxxx X. Xxx
--------------------------
Name: Xxxxxxx X. Xxx
Title: Managing Director
SRF TRADING, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX XXX & FARNHAM CLO I LTD.
By Xxxxx Xxx Xxxxxxx Incorporated,
As Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Xxxxx Xxx & Xxxxxxx Incorporated,
as Advisor to the Xxxxx Xxx Floating Rate
Limited Liability Company
SUMMIT BANK
By: /s/ Xxxxxx X. Medida
---------------------------
Name: Xxxxxx X. Medida
Title: Vice President
Annex A
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PRICING GRID FOR REVOLVING CREDIT LOANS AND COMMITMENT FEES
Consolidated Leverage Ratio Applicable Margin Applicable Margin Commitment Fee
for Eurodollar for ABR Loans Rate
Loans
----------------------------------------------------------------------------------======================
] 4.5 to 1.0 3.50% 2.50% 0.50%
----------------------------------------------------------------------------------======================
[ 4.5 to 1.0 and $ 4.0 to 1.0 3.25% 2.25% 0.50%
----------------------------------------------------------------------------------======================
[ 4.0 to 1.0 and $ 3.5 to 1.0 3.00% 2.00% 0.50%
----------------------------------------------------------------------------------======================
[ 3.5 to 1.0 2.75% 1.75% 0.375%
========================================================================================================
Changes in the Applicable Margin with respect to the Revolving Loans resulting
from changes in the Consolidated Leverage Ratio shall become effective on the
date (the "Adjustment Date") on which financial statements are delivered to the
---------------
Lenders pursuant to Section 6.1 and shall remain in effect until the next change
to be effected pursuant to this paragraph. If any financial statements referred
to above are not delivered within the time periods specified above, then, until
such financial statements are delivered, the Consolidated Leverage Ratio as at
the end of the fiscal period that would have been covered thereby shall for the
purposes of this definition be deemed to be greater than 4.5 to 1.0. In
addition, at all times while an Event of Default shall have occurred and be
continuing, the Consolidated Leverage Ratio shall for the purposes of this
definition be deemed to be greater than 4.5 to 1.0. Each determination of the
Consolidated Leverage Ratio pursuant to this pricing grid shall be made with
respect to (or, in the case of Consolidated Total Debt, as at the end of) the
period of four consecutive fiscal quarters of the Borrower ending at the end of
the period covered by the relevant financial statements.
