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AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT AND RESTATEMENT dated as of May 30, 1997 amending and
restating the Credit Agreement dated as of March 17, 1997, as amended as of
March 31, 1997 and April 22, 1997 (the "CREDIT AGREEMENT") among VENCOR, INC.
("VENCOR"), the BANKS, SWINGLINE BANK, LC ISSUING BANKS, MANAGING AGENTS and
CO-AGENTS party thereto, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Documentation Agent (the "DOCUMENTATION AGENT") and Collateral Agent, and
NATIONSBANK, N.A. as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to (i)
increase the aggregate amount of the Commitments to $2,000,000,000, (ii) permit
Vencor to finance the potential acquisition of Transitional Hospitals
Corporation, (iii) revise the Pricing Schedule, (iv) modify certain financial
covenants and (v) add the banks listed under the heading "NEW BANKS" on the
signature pages hereof (the "NEW BANKS") as parties to the Credit Agreement;
WHEREAS, the parties hereto desire to cause the Collateral Agent to
release all shares of common stock of Atria held by it under the Security
Agreement and to deliver the stock certificates evidencing such shares to Vencor
Assisted Living Holdings, Inc., a Delaware corporation wholly-owned by Vencor,
to be held by it until such shares are distributed to Vencor's shareholders,
sold or otherwise disposed of as permitted by Section 16(D) of the Security
Agreement; and
WHEREAS, the parties hereto desire to restate the Credit Agreement in
its entirety to read as the Credit Agreement currently reads with the amendments
specified herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has 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, after this Amendment and Restatement
becomes effective, refer to the Credit Agreement as amended hereby. Each
reference in the Financing Documents (and in any agreement relating to interest
rate swaps between Vencor and a Bank party hereto) referring to the Credit
Agreement as "amended from time to time" shall be interpreted to include the
Credit Agreement as amended and restated from time to time.
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SECTION 2. Definitions. Section 1.01 of the Credit Agreement is amended
by adding the following new definitions in the appropriate alphabetical order:
"ATRIA SHARES" means shares of common stock of Atria.
"BASE RATE MARGIN" has the meaning set forth in the Pricing Schedule.
"CONSOLIDATED SENIOR DEBT FOR BORROWED MONEY" means all Consolidated
Debt for Borrowed Money except Subordinated Debt and Subordinated Subsidiary
Guaranties.
"OFFER TO PURCHASE" means the Offer dated May 7, 1997 by THC Merger Sub
to purchase for cash all of the outstanding shares of common stock (together
with the associated rights to purchase Series B Junior Participating Preferred
Stock) of THC.
"SUBORDINATED DEBT" means Debt of Vencor that (i) complies with the
provisions of Section 5.07(e) and (ii) is by its terms, or by the terms of the
instrument creating or evidencing it, subordinated to Vencor's obligations under
the Financing Documents; provided that the subordination provisions and other
substantive provisions applicable to such Debt (and any subsequent changes
therein) shall have been approved by the Agents.
"SUBORDINATED SUBSIDIARY GUARANTY" means a guaranty by a Subsidiary
Guarantor of Subordinated Debt of Vencor; provided that such guaranty is
subordinated to the obligations of such Subsidiary Guarantor under its
Subsidiary Guaranty by subordination provisions that shall have been approved by
the Agents.
"THC" means Transitional Hospitals Corporation, a Nevada corporation,
and its successors.
"THC MERGER" means a proposed merger or other business combination
between THC Merger Sub and THC described in the Offer to Purchase.
"THC MERGER SUB" means LV Acquisition Corp., a Delaware corporation,
and its successors.
"THC SHARES" means shares of common stock of THC.
SECTION 3. Increase in Commitments. The Commitment Schedule attached to
the Credit Agreement is deleted and replaced by the Commitment Schedule attached
to this Amendment and Restatement.
SECTION 4. Amendment of Pricing Schedule. The Pricing Schedule attached
to the Credit Agreement (the "EXISTING PRICING SCHEDULE") is deleted and
replaced by the Pricing Schedule attached to this Amendment and Restatement (the
"NEW PRICING SCHEDULE"). The New
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Pricing Schedule shall apply to interest and fees accruing under the Credit
Agreement on and after the Amendment Effective Date (as such term is defined in
Section 22 below). The Existing Pricing Schedule shall continue to apply to
interest and fees accruing under the Credit Agreement prior to the Amendment
Effective Date.
SECTION 5. Interest Rate for Base Rate Loans. (a) The first sentence of
Section 2.06(a) of the Credit Agreement is amended by deleting the words "at a
rate per annum equal to the Base Rate for such day" at the end of such sentence
and substituting the words "at a rate per annum equal to the sum of the Base
Rate Margin (if any) for such day plus the Base Rate for such day".
(b) The words "the Base Rate for such day" are deleted and replaced by
the words "the rate otherwise applicable to Base Rate Loans for such day" in the
last sentence of Section 2.06(a);
(c) The words "the Base Rate for such day" are deleted and replaced by
the words "the rate applicable to Base Rate Loans for such day" in the first
sentence of Section 2.06(b), the last sentence of Section 2.06(b), the last
sentence of Section 2.06(d), the last sentence of Section 2.06(e), the last
sentence of Section 2.08(j)(ii), the first sentence of Section 2.08(k)(ii), the
first sentence of Section 2.09(e), the last sentence of Section 2.09(e) and the
last sentence of Section 8.01.
(d) Section 2.12(a) of the Credit Agreement is amended by deleting the
words "bearing interest at the Base Rate" with the words "bearing interest at
the rate applicable to Base Rate Loans".
SECTION 6. Commitment Reduction. Section 2.13 of the Credit Agreement
is amended by changing "$1,200,000,000" to "$1,500,000,000".
SECTION 7. Use of Proceeds. Section 5.06(f) of the Credit Agreement is
amended to read as follows:
(f) None of the proceeds of the Loans or the Letters of Credit
will be used in violation of any applicable law or regulation and,
without limiting the generality of the foregoing, no use of any such
proceeds or Letters of Credit for general corporate purposes will
include any use thereof, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of buying or carrying any
Margin Stock except the TheraTx Shares and the THC Shares.
SECTION 8. Limitation on Debt of Subsidiaries. Section 5.08 of the
Credit Agreement is amended by (i) deleting the word "and" at the end of clause
(k), (ii) changing the period at the end of clause (l) to "; and" and (iii)
adding the following new clause (m) immediately after clause (l):
(m) Subordinated Subsidiary Guaranties of Subordinated Debt
issued by Vencor.
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SECTION 9. Negative Pledge. Section 5.09 of the Credit Agreement is
amended by changing the period at the end of said Section to a semi-colon and
adding the following proviso on the next line (separated from clause (l) by a
space):
provided that this Section 5.09 shall not apply to any THC Shares or
Atria Shares that constitute Margin Stock.
SECTION 10. Asset Sales. Section 5.10 of the Credit Agreement is
amended by adding the following new subsection (d) at the end of said Section:
(d) Notwithstanding the foregoing, this Section 5.10 shall not
in any way restrict any sale or other disposition of any THC Shares or
Atria Shares that constitute Margin Stock.
SECTION 11. Investments in Minority-Owned Affiliates. (a) Section 5.12
of the Credit Agreement is amended by (x) deleting the word "and" at the end of
clause (iii), (y) changing the period at the end of clause (iv) to "; and" and
(z) adding the following new clause (v) immediately after clause (iv):
(v) Investments in Behavioral Healthcare Corporation, a
Delaware corporation, held by THC when THC becomes a Subsidiary of
Vencor.
(b) Clause (iv) of Section 5.12 of the Credit Agreement is further
amended by changing the words "clause (i), (ii) or (iii) of this Section" to
"clause (i), (ii), (iii) or (v) of this Section".
SECTION 12. Leverage Ratio. Section 5.17 of the Credit Agreement is
amended to read as follows:
SECTION 5.17. Leverage Ratio. At the end of each Fiscal
Quarter (a "QUARTERLY MEASUREMENT DATE"), the ratio of (x) Consolidated
Debt for Borrowed Money to (y) Consolidated EBITDA for the four
consecutive Fiscal Quarters then ended will not exceed the ratio set
forth below opposite the period in which such Quarterly Measurement
Date falls:
PERIOD RATIO
------ -----
June 1, 1997 through September 29, 1998 4.75 to 1
September 30, 1998 through December 30, 1998 4.60 to 1
December 31, 1998 through December 30, 1999 4.50 to 1
December 31, 1999 and thereafter 4.00 to 1
For purposes of calculating the foregoing ratio at any Quarterly
Measurement Date, if any corporation or other entity shall have been
acquired by any Vencor Company during the relevant period of four
consecutive Fiscal Quarters, Consolidated EBITDA for such
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period shall be calculated as if such corporation or other entity had
been acquired at the beginning of such period, to the extent that the
relevant financial information with respect to it for the portion of
such period prior to such acquisition can be determined with reasonable
accuracy.
SECTION 13. Fixed Charge Coverage Ratio. Section 5.18 of the Credit
Agreement is amended to read as follows:
SECTION 5.18. Fixed Charge Coverage Ratio. At the end of each
Fiscal Quarter (a "QUARTERLY MEASUREMENT DATE"), the ratio of (i)
Consolidated EBITDAR for the four consecutive Fiscal Quarters then
ended to (ii) the sum of Consolidated Interest Expense and Consolidated
Rental Expense for the same four Fiscal Quarters will not be less than
the ratio set forth below opposite the period in which such Quarterly
Measurement Date falls:
PERIOD RATIO
------ -----
June 1, 1997 through December 30, 1998 2.25 to 1
December 31, 1998 and thereafter 2.50 to 1
SECTION 14. Guaranty by Future Wholly-Owned Material Subsidiaries.
Section 5.21 of the Credit Agreement is amended by adding the following proviso
at the end of said Section:
; provided that this Section 5.21 shall not (x) apply to THC Merger Sub
prior to the consummation of the THC Merger or (y) apply to Vencor
Assisted Living Holdings, Inc. so long as it holds any Atria Shares.
SECTION 15. Pledge of THC Shares. Section 5.22 of the Credit Agreement
is amended by adding the following proviso at the end of said Section:
provided that this Section 5.22 shall not apply to THC and its
Subsidiaries or to any THC Shares until five Domestic Business Days
after THC has become a Wholly-Owned Subsidiary and the THC Shares have
been delisted from the New York Stock Exchange.
SECTION 16. Amendment of Article 5. The following new Sections are
added at the end of Article 5 of the Credit Agreement:
SECTION 5.26. Senior Debt Leverage Ratio. At the end of each
Fiscal Quarter (a "QUARTERLY MEASUREMENT DATE"), the ratio of (x)
Consolidated Senior Debt for Borrowed Money to (y) Consolidated EBITDA
for the four consecutive Fiscal Quarters then ended will not exceed the
ratio set forth below opposite the period in which such Quarterly
Measurement Date falls:
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PERIOD RATIO
------ -----
June 1, 1997 through December 30, 1997 4.50 to 1
December 31, 1997 through March 30, 1998 4.00 to 1
March 31, 1998 through June 29, 1998 3.85 to 1
June 30, 1998 through September 29, 1998 3.80 to 1
September 30, 1998 through December 30, 1998 3.75 to 1
December 31, 1998 through December 30, 1999 3.50 to 1
December 31, 1999 and thereafter 3.00 to 1
For purposes of calculating the foregoing ratio at any Quarterly
Measurement Date, if any corporation or other entity shall have been
acquired by any Vencor Company during the relevant period of four
consecutive Fiscal Quarters, Consolidated EBITDA for such period shall
be calculated as if such corporation or other entity had been acquired
at the beginning of such period, to the extent that the relevant
financial information with respect to it for the portion of such period
prior to such acquisition can be determined with reasonable accuracy.
SECTION 5.27. Hedging Facilities. Vencor will enter into and
maintain in full force and effect interest rate hedging arrangements
reasonably satisfactory to the Agents to the extent, if any, required
so that at least 30% of Consolidated Debt for Borrowed Money (excluding
Guarantees referred to in clause (z) of the definition of "Consolidated
Debt for Borrowed Money") will be either fixed rate debt or floating
rate debt hedged to a fixed rate by such hedging arrangements; provided
that Vencor shall not be required to comply with this Section at any
time when its senior unsecured long-term debt securities without any
third party credit enhancement are Rated (i) at least BB, if Rated by
S&P but not by Xxxxx'x, (ii) at least Ba2, if Rated by Xxxxx'x but not
by S&P, or (iii) at least BB by S&P and at least Ba2 by Xxxxx'x, if
Rated by both. As used in this Section the term "RATED" means publicly
rated (or, if not publicly rated, having an Implied Rating or Private
Letter Rating).
SECTION 5.28. Restrictions on THC Merger Sub and Vencor
Assisted Living Holdings, Inc. (a) Prior to the consummation of the THC
Merger, Vencor will not permit THC Merger Sub to:
(i) incur any debt other than (x) its obligations
under the Offer to Purchase, (y) its obligations under any
merger agreement entered into by it and THC and (z) Debt owing
by it to Vencor;
(ii) engage in any business other than acquiring and
holding THC Shares and engaging in the related activities
contemplated by the Offer to Purchase; or
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(iii) sell or otherwise dispose of any THC Shares
owned by THC Merger Sub unless (x) such shares are sold for
cash, (y) fair value is received for such shares and (z) the
proceeds of such sale are either held as cash or invested in
certificates of deposit, U.S. government securities,
commercial paper or other money market instruments that are
exempted securities under the federal securities laws.
(b) So long as Vencor owns, directly or indirectly, any Atria
Shares, Vencor will hold such Atria Shares through Vencor Assisted
Living Holdings, Inc. and will not permit Vencor Assisted Living
Holdings, Inc. to incur any debt or to engage in any business other
than holding Atria Shares and activities related thereto. Nothing in
this subsection (b) shall in any way restrict Vencor's right or ability
to cause such Atria Shares to be sold or otherwise disposed of.
SECTION 17. Representations of Vencor. Vencor represents and warrants
that (i) the representations and warranties of Vencor set forth in Article 4 of
the Credit Agreement will be true on and as of the Amendment Effective Date and
(ii) no Default will have occurred and be continuing on such date.
SECTION 18. Repayment of Outstanding Loans. On the Amendment Effective
Date Vencor shall (i) repay all Committed Loans outstanding under the Credit
Agreement immediately prior thereto and (ii) pay all interest on such Committed
Loans and all facility fees and letter of credit fees accrued under the Credit
Agreement to but excluding the Amendment Effective Date. The parties hereto
waive any requirement in Section 2.12 of the Credit Agreement that Vencor give
prior notice of such payments. Vencor shall compensate the Banks for any funding
losses resulting from such payments as and when provided in Section 2.15 of the
Credit Agreement.
SECTION 19. Release of Atria Shares. Pursuant to Section 16(B) of the
Security Agreement, Vencor hereby requests the Collateral Agent to release all
Atria Shares held by it under the Security Agreement on the Amendment Effective
Date and to deliver all stock certificates evidencing such Atria Shares and any
related stock powers to Vencor Assisted Living Holdings, Inc. Each of the
undersigned Banks and New Banks consents to such release.
SECTION 20. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 21. Counterparts. This Amendment and Restatement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 22. Effectiveness. This Amendment and Restatement shall become
effective, and the Credit Agreement will be amended and restated in its entirety
to read as the Credit
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Agreement currently reads with the amendments specified herein, on the date when
the following conditions are met (the "AMENDMENT EFFECTIVE DATE"):
(a) the Documentation Agent shall have received from each of Vencor,
the Banks and the New Banks a counterpart hereof signed by such party
or facsimile or other written confirmation (in form satisfactory to the
Documentation Agent) that such party has signed a counterpart hereof;
(b) the Documentation Agent shall have received for the account of
each New Bank a duly executed Note dated on or before the Amendment
Effective Date and complying with the provisions of Section 2.05 of the
Credit Agreement;
(c) the Documentation Agent shall have received from each Subsidiary
Guarantor a writing confirming that it consents to the increase of the
aggregate amount of the Commitments to $2,000,000,000 and agrees with
the interpretation set forth in the last sentence of Section 1 hereof;
(d) the Documentation Agent shall have received an opinion of Xxxx X.
Force, General Counsel of Vencor, dated the Amendment Effective Date
and substantially in the form of Exhibit A hereto;
(e) the Documentation Agent shall have received an opinion of Xxxxx,
Xxxxxx & Xxxxx, special counsel for Vencor, dated the Amendment
Effective Date and substantially in the form of Exhibit B hereto;
(f) the Collateral Agent shall have released all Atria Shares held by
it under the Security Agreement and Vencor shall have contributed such
Atria Shares to Vencor Assisted Living Holdings, Inc.;
(g) the Documentation Agent shall have received evidence satisfactory
to it that Vencor will make the payments required by Section 18 hereof
on the Amendment Effective Date with the proceeds of Loans to be
borrowed immediately after this Amendment and Restatement becomes
effective under the Credit Agreement as amended hereby and/or with
other funds available for such purpose;
(h) the Administrative Agent shall have received amendment and/or
participation fees for the accounts of the Banks calculated as provided
in letters dated May 13, 1997 from the Co-Arrangers to the "Vencor,
Inc. Lenders" and "Vencor, Inc. Prospective Lenders";
(i) THC Merger Sub shall have accepted for payment more than 662/3% of
the outstanding THC Shares on a fully diluted basis or, if the Offer to
Purchase is terminated,
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THC shall have become a Wholly-Owned Subsidiary of Vencor by merging
with THC Merger Sub or otherwise; and
(j) Vencor shall, by notice to the Agents, designate THC Merger Sub
and Vencor Assisted Living Holdings, Inc. as Material Subsidiaries and
shall have signed and delivered to the Collateral Agent an
appropriately completed Security Agreement Supplement granting a
security interest in the shares of capital stock of THC Merger Sub and
Vencor Assisted Living Holdings, Inc. held by Vencor;
provided that this Amendment and Restatement shall not become effective unless
all of the foregoing conditions are met on or before August 29, 1997.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be duly executed as of the date first above
written.
VENCOR, INC.
By:
-----------------------------
Name:
Title:
EXISTING BANKS:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:
-----------------------------
Name:
Title:
NATIONSBANK, N.A.
By:
-----------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
-----------------------------
Name:
Title:
11
PNC BANK, KENTUCKY, INC
By:
----------------------------------
Name:
Title:
BANK OF AMERICA NT & SA
By:
----------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
----------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
----------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
----------------------------------
Name:
Title:
12
CREDIT SUISSE FIRST BOSTON
By:
----------------------------------
Name:
Title:
DEUTSCHE BANK AG NEW YORK
AND/OR CAYMAN ISLAND BRANCHES
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
FLEET NATIONAL BANK
By:
----------------------------------
Name:
Title:
MELLON BANK, N.A.
By:
----------------------------------
Name:
Title:
00
XXXXXXX XXXXXXXX (XXXXX), INC.
By:
-----------------------------------
Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:
-----------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
BANK OF MONTREAL
By:
-----------------------------------
Name:
Title:
BANK ONE, KENTUCKY, NA
By:
-----------------------------------
Name:
Title:
14
COMERICA BANK
By:
------------------------------
Name:
Title:
CORESTATES BANK, N.A.
By:
------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By:
------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By:
------------------------------
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
------------------------------
Name:
Title:
15
NBD BANK, N.A.
By:
-------------------------------
Name:
Title:
LTCB TRUST COMPANY
By:
-------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-------------------------------
Name:
Title:
U.S. BANK OF WASHINGTON, N.A.
By:
-------------------------------
Name:
Title:
AMSOUTH BANK OF ALABAMA
By:
-------------------------------
Name:
Title:
00
XXXXX XXXXX XXXXXXXX XXXX XX
XXXXX XXXXXXXX
By:
--------------------------------
Name:
Title:
KREDIETBANK N.V.
By:
--------------------------------
Name:
Title:
SOCIETE GENERALE, CHICAGO
BRANCH
By:
--------------------------------
Name:
Title:
FIRST AMERICAN NATIONAL BANK
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
17
BANK OF LOUISVILLE
By:
---------------------------------------
Name:
Title:
18
NEW BANKS:
BANQUE PARIBAS
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
THE SAKURA BANK LIMITED
NEW YORK BRANCH
By:
------------------------------
Name:
Title:
THE MITSUBSIHI TRUST AND BANKING
CORPORATION
By:
------------------------------
Name:
Title:
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CIBC, INC.
By:
------------------------------------
Name:
Title:
FIFTH THIRD BANK
By:
------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
CHICAGO BRANCH
By:
------------------------------------
Name:
Title:
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COMMITMENT SCHEDULE
BANK COMMITMENT
---- ----------
Xxxxxx Guaranty Trust Company of New York $112,000,000
NationsBank, N.A. $112,000,000
Bank of America NT & SA $91,000,000
The Bank of New York $91,000,000
The Chase Manhattan Bank $91,000,000
PNC Bank, Kentucky, Inc. $91,000,000
Toronto Dominion (Texas), Inc. $91,000,000
The Bank of Nova Scotia $72,000,000
Credit Lyonnais New York Branch $72,000,000
Credit Suisse First Boston $72,000,000
Deutsche Bank AG New York and/or Cayman Island Branches $72,000,000
Fleet National Bank $72,000,000
The Industrial Bank of Japan Trust Company $72,000,000
Wachovia Bank of Georgia, N.A. $72,000,000
ABN AMRO Bank N.V. $50,000,000
Bank of Montreal $50,000,000
Bank One, Kentucky, NA $50,000,000
Comerica Bank $50,000,000
CoreStates Bank, N.A. $50,000,000
The Fuji Bank, Limited $50,000,000
LTCB Trust Company $50,000,000
National City Bank of Kentucky $50,000,000
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BANK COMMITMENT
---- ----------
NBD Bank, N.A. $50,000,000
Union Bank of California, N.A. $40,000,000
Amsouth Bank of Alabama $35,000,000
Bank Paribas $35,000,000
First Union National Bank of North Carolina $35,000,000
U.S. Bank of Washington, N.A. $30,000,000
CIBC Inc. $25,000,000
Kredietbank N.V. $25,000,000
The Mitsubishi Trust and Banking Corporation $25,000,000
The Sakura Bank Limited New York Branch $25,000,000
Societe Generale, Chicago Branch $25,000,000
First American National Bank $20,000,000
Bank of Louisville $17,000,000
The Dai-Ichi Kangyo Bank, Ltd. Chicago Branch $15,000,000
Fifth Third Bank $15,000,000
-----------
TOTAL $2,000,000,000
==============
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PRICING SCHEDULE
Each of "Euro-Dollar Margin", "CD Margin", "Base Rate Margin",
"Facility Fee Rate" and "LC Fee Rate" means:
(i) for any day before August 15, 1997, the rate set forth below in the
row opposite such term and in the column headed "Level VI"; and
(ii) for any day on or after August 15, 1997, the rate set forth below
in the row opposite such term and in the column corresponding to the "Pricing
Level" that applies on such day:
==========================================================================================================================
Pricing Level Level I Level II Level III Xxxxx XX Xxxxx X Xxxxx XX Xxxxx XXX
--------------------------------------------------------------------------------------------------------------------------
Euro-Dollar
Margin 0.3750% 0.4250% 0.5000% 0.6250% 0.6875% 0.8750% 1.1250%
--------------------------------------------------------------------------------------------------------------------------
CD Margin 0.5000% 0.5500% 0.6250% 0.7500% 0.8125% 1.0000% 1.2500%
--------------------------------------------------------------------------------------------------------------------------
Base Rate
Margin 0.0000% 0.0000% 0.0000% 0.0000% 0.0000% 0.2500% 0.5000%
--------------------------------------------------------------------------------------------------------------------------
Facility
Fee Rate 0.1750% 0.2000% 0.2500% 0.2500% 0.3125% 0.3750% 0.3750%
--------------------------------------------------------------------------------------------------------------------------
LC Fee Rate 0.3750% 0.4250% 0.5000% 0.6250% 0.6875% 0.8750% 1.1250%
==========================================================================================================================
Terms defined in the Agreement and not otherwise defined herein have,
as used herein, the respective meanings provided for therein. For purposes of
this Pricing Schedule, the following additional terms, as used herein, have the
following respective meanings:
"Level I Pricing" applies during any Rate Period if, at the end of the
Preceding Fiscal Quarter, the Leverage Ratio was less than or equal to 2.50 to
1.
"Level II Pricing" applies during any Rate Period if, at the end of the
Preceding Fiscal Quarter, the Leverage Ratio was greater than 2.50 to 1.00 and
not greater than 3.00 to 1.
"Level III Pricing" applies during any Rate Period if, at the end of
the Preceding Fiscal Quarter, the Leverage Ratio was greater than 3.00 to 1.00
and not greater than 3.25 to 1.00.
"Level IV Pricing" applies during any Rate Period if, at the end of the
Preceding Fiscal Quarter, the Leverage Ratio was greater than 3.25 to 1.00 and
not greater than 3.50 to 1.00.
"Level V Pricing" applies during any Rate Period if, at the end of the
Preceding Fiscal Quarter, the Leverage Ratio was greater than 3.50 to 1.00 and
not greater than 4.00 to 1.00.
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"Level VI Pricing" applies during any Rate Period if, at the end of the
Preceding Fiscal Quarter, the Leverage Ratio was greater than 4.00 to 1.00 and
not greater than 4.50 to 1.00.
"Level VII Pricing" applies during any Rate Period if, at the end of
the Preceding Fiscal Quarter, the Leverage Ratio was greater than 4.50 to 1.00.
"Leverage Ratio" means, at the end of any Fiscal Quarter, the ratio of
(x) Consolidated Debt for Borrowed Money at the end of such Fiscal Quarter to
(y) Consolidated EBITDA for the period of four consecutive Fiscal Quarters then
ended.
"Preceding Fiscal Quarter" means, with respect to any Rate Period, the
most recent Fiscal Quarter ended before such Rate Period begins.
"Pricing Level" refers to the determination of which of Level I
Pricing, Level II Pricing, Level III Pricing, Level IV Pricing, Level V Pricing,
Level VI Pricing or Level VII Pricing applies on any day. Pricing Levels are
referred to in ascending order (e.g., Level III Pricing is a higher Pricing
Level than Level II Pricing).
"Rate Period" means any period from and including the 46th day of a
Fiscal Quarter to and including the 45th day of the immediately succeeding
Fiscal Quarter; provided that the first Rate Period shall begin on and include
August 15, 1997.
IV-2
24
IV-3