Exhibit 99.1
SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of May 10, 2002 (this "AGREEMENT"), is by and among CENTURY BUSINESS SERVICES,
INC., a Delaware corporation (the "COMPANY"), the Lenders party to the Credit
Agreement referred to below (the "LENDERS"), BANK OF AMERICA, N.A. as agent (the
"AGENT"), and FLEET NATIONAL BANK, BANK ONE, MICHIGAN, LASALLE BANK NATIONAL
ASSOCIATION AND PNC BANK, NATIONAL ASSOCIATION, each as Co-Agent (the
"CO-AGENTS").
RECITALS:
WHEREAS, the Company, Agent, Co-Agents and the Lenders are parties to
that certain Amended and Restated Credit Agreement dated as of October 3, 1997,
as amended and restated as of August 10, 1998, as amended and restated as of
August 24, 1999 (as amended, restated, supplemented or otherwise modified and in
effect from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Company, Agent, Co-Agents and the Lenders wish to amend
the Credit Agreement in certain respects as set forth herein, subject to the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings given them in the Credit
Agreement.
SECTION 2. AMENDMENTS AND WAIVERS TO CREDIT AGREEMENT. The Credit
Agreement is, as of the Effective Date (as defined below), hereby amended as
follows:
(a) THE DEFINITIONS OF "APPLICABLE MARGIN," "EBIT," "EBITDA," "ELIGIBLE
RECEIVABLES," "LEVEL," "LEVEL I," "LEVEL II," "LEVEL III," "LEVEL IV," "LEVEL
V," "LEVEL VI" AND "NET INCOME" IN ARTICLE I OF THE CREDIT AGREEMENT ARE HEREBY
AMENDED BY DELETING SAID DEFINITIONS IN THEIR ENTIRETY AND INSERTING THE
FOLLOWING IN LIEU THEREOF IN APPROPRIATE ALPHABETICAL ORDER:
"APPLICABLE MARGIN" shall mean on any date the applicable
percentage set forth below based upon the Level as shown in the
Compliance Certificate then most recently delivered to the Lenders:
(a) for the period on and prior to September 29, 2002:
Revolving Loans Letters of Credit
--------------- -----------------
Base Offshore Commitment
Level Rate Rate Non-financial Financial Fee
----- ---- ----------- ------------- --------- ----
I 1.375% 2.625% 1.3125% 2.625% .50%
II 1.125% 2.375% 1.1875% 2.375% .45%
III .875% 2.125% 1.0625% 2.125% .40%
and
(b) for the period on and after September 30, 2002:
Revolving Loans Letters of Credit
--------------- -----------------
Base Offshore Commitment
Level Rate Rate Non-financial Financial Fee
----- ---- ----------- ------------- --------- ----
I 1.500% 2.750% 1.375% 2.750% .50%
II 1.250% 2.500% 1.250% 2.500% .50%
; PROVIDED HOWEVER that, (i) for the period from the date of the Sixth
Amendment to and including the date of the delivery of the Compliance
Certificate for the period ending June 30, 2002, the Applicable Margin
shall be deemed to be Level II and (ii) if the Company shall have
failed to deliver to the Lenders by the date required hereunder any
Compliance Certificate pursuant to SECTION 7.02(b), then from the date
such Compliance Certificate was required to be delivered until the date
of such delivery the Applicable Margin shall be deemed to be Level I.
Each change in the Applicable Margin shall take effect with respect to
all outstanding Loans on the third Business Day immediately succeeding
the day on which such Compliance Certificate is received by the Agent.
Notwithstanding the foregoing, no reduction in the Applicable Margin
shall be effected if a Default or an Event of Default shall have
occurred and be continuing on the date when such change would otherwise
occur, it being understood that on the third Business Day immediately
succeeding the day on which such Default or Event of Default is either
waived or cured (assuming no other Default or Event of Default shall be
then pending), the Applicable Margin shall be reduced (on a prospective
basis) in accordance with the then most recently delivered Compliance
Certificate.
"EBIT" means, for any period, for the Company and its
Subsidiaries (other than Excluded Insurance Subsidiaries) on a
consolidated basis, determined in accordance with GAAP, the sum of (a)
Net Income (or net loss) for such period (excluding any income (or net
loss) as a result of a Specified Asset Sale or a 2001 Specified Asset
Sale) PLUS (b) all amounts treated as expenses for interest to the
extent included in the determination of such Net Income (or loss), PLUS
(c) all accrued taxes on or measured by income to the extent included
in the determination of such Net Income (or loss); PROVIDED, HOWEVER,
that Net Income (or loss) shall be computed for these purposes without
giving effect to
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extraordinary losses or extraordinary gains (except as otherwise
provided in the definition of "NET INCOME"); and PROVIDED FURTHER, that
for purposes of determining compliance with SECTION 8.17, EBIT for any
periods occurring after January 1, 2000 shall be determined as above,
PLUS all amounts treated as expenses for the amortization of
intangibles of any kind to the extent included in the determination of
Net Income based on a fifteen (15) year amortization schedule.
"EBITDA" means, for any period, for the Company and its
Subsidiaries (other than Excluded Insurance Subsidiaries) on a
consolidated basis, determined in accordance with GAAP, the sum of (a)
the Net Income (or net loss) for such period (excluding any income (or
net loss) as a result of a Specified Asset Sale or a 2001 Specified
Asset Sale) PLUS (b) all amounts treated as expenses for depreciation
and interest and the amortization of intangibles of any kind to the
extent included in the determination of such Net Income (or loss), PLUS
(c) all accrued taxes on or measured by income to the extent included
in the determination of such net income (or loss); PROVIDED, HOWEVER,
that net income (or loss) shall be computed for these purposes without
giving effect to extraordinary losses or extraordinary gains (except as
otherwise provided in the definition of "NET INCOME"); and PROVIDED
FURTHER, that for purposes of determining compliance with SECTION 8.17,
EBITDA for any periods occurring after January 1, 2000 shall be
determined as above, PLUS all amounts treated as expenses for the
amortization of intangibles of any kind to the extent included in the
determination of Net Income based on a fifteen (15) year amortization
schedule.
"ELIGIBLE RECEIVABLES" means the total face of the trade
receivables less than or equal to 90 days (related to the sale of goods
and services other than to affiliates of the Company) of each Tested
Person, calculated in accordance with GAAP, consistently applied.
"LEVEL" means, and includes, (a) at any time on and prior to
September 29, 2002, Level I, Level II and Level III, and (b) at any
time on and after September 30, 2002, Level I and Level II, in each
case whichever is in effect at the relevant time.
"LEVEL I" shall exist at any time the Leverage Ratio is equal
to or greater than (a) at any time on and prior to September 29, 2002,
1.50:1.0 and (b) at any time on and after September 30, 2002, 1.0:1.0.
"LEVEL II" shall exist at any time the Leverage Ratio is (a)
at any time on and prior to September 29, 2002, greater than or equal
to 1.0:1.0 but less than 1.50:1.0 and (b) at any time on and after
September 30, 2002, less than 1.0:1.0.
"LEVEL III" shall exist at any time the Leverage Ratio (a) at
any time on and prior to September 29, 2002, is less than 1.00:1.0.
"NET INCOME" shall mean for any period, the net income (or
loss) of the Company and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period determined in
conformity with GAAP; PROVIDED, that there shall be excluded (i) the
income (or loss) of any entity accrued prior to the date it becomes a
Subsidiary (or
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such other date as provided in the relevant acquisition agreement) of
the Company or is merged into or consolidated with the Company or any
Subsidiary or on which its assets are acquired by the Company or any
Subsidiary of the Company, (ii) research and development write-offs
relating to an Acquisition permitted by SECTION 8.04(D) to the extent
and in the amount approved by the Agent, (iii) the income of any
Subsidiary of the Company (including, without limitation, any Insurance
Subsidiary) to the extent that the declaration or payment of dividends
or similar distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of, or without any
third-party consent required by, its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary and (iv) any non-cash charges
relating to the implementation of FAS 142 by the Company with respect
to the amortization of goodwill and other intangible assets
attributable to Acquisitions consummated by the Company or any of its
Subsidiaries prior to December 31, 2001.
"TANGIBLE NET WORTH" means shareholders' equity as determined
in accordance with GAAP, excluding (a) the aggregate book loss from all
Specified Asset Sales and all 2001 Specified Asset Sales and (b) all
intangible assets (as determined in conformity with GAAP), including,
without limitation, goodwill, patents, trademarks, copyrights,
franchises, licenses and customer lists.
(b) ARTICLE I OF THE CREDIT AGREEMENT IS AMENDED BY INSERTING
THE FOLLOWING DEFINITIONS IN ALPHABETICAL ORDER:
"SIXTH AMENDMENT" means the Sixth Amendment to the Amended and
Restated Credit Agreement, dated as of May 10, 2002.
(c) ARTICLE II OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING CLAUSE (C) OF SECTION 2.05 AND INSERTING THE FOLLOWING IN LIEU THEREOF:
"(c) On September 30, 2002, the Revolving Loan
Commitment shall be reduced to $60,000,000. The Company shall
prepay the outstanding principal amount of the Revolving Loans
or Swing Line Loans on any date on which the aggregate
outstanding principal amount of such Loans together with the
Effective Amount of the L/C Obligations (after giving effect
to any other repayments or prepayments on such day) exceeds
the Revolving Loan Commitment in the amount of such excess,
such repayment to be made in a manner pursuant to SECTION
2.07(b).".
(d) ARTICLE VIII OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY:
(i) DELETING SECTION 8.15 IN ITS ENTIRETY AND INSERTING THE
FOLLOWING IN LIEU THEREOF:
"8.15 MINIMUM TANGIBLE NET WORTH. The Company shall
not permit its consolidated Tangible Net Worth at any time for the
period from and including the last day of the fiscal quarter ended on
March 31, 2002 and thereafter, to be less than an
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amount equal to the sum of (w) $125,000,000 PLUS (x) 70% of the
Company's positive Net Income, if any, for each such fiscal quarter
thereafter PLUS (y) an amount equal to 100% of the net cash and
non-cash proceeds of any equity securities issued by the Company after
the date of the Sixth Amendment.";
(ii) DELETING SECTION 8.16 IN ITS ENTIRETY AND INSERTING THE
FOLLOWING IN LIEU THEREOF:
"8.16 LEVERAGE RATIO. The Company shall not, as of
the last day of each fiscal quarter, permit its Leverage Ratio at such
time for the immediately preceding four final quarters (taken as one
accounting period) then ending to be greater than 2.00:1.0.";
(iii) DELETING SECTION 8.17 IN ITS ENTIRETY AND INSERTING THE
FOLLOWING IN LIEU THEREOF:
"8.17 INTEREST COVERAGE RATIO. The Company shall not,
as of the last day of each fiscal quarter, permit its Interest Coverage
Ratio at such time for the immediately preceding four fiscal quarters
(taken as one accounting period) then ending to be less than the ratio
set forth below:
Fiscal Quarter Ending Ratio
--------------------- -----
March 31, 2002 3.50:1.0
June 30, 2002 2.50:1.0
September 30, 2002 and
each fiscal quarter thereafter 3.50:1.0"; and
(IV) INSERTING THE FOLLOWING AS NEW SECTION 8.19:
(e) "8.19 EBITDA. The Company shall not permit its
consolidated EBITDA for the immediately preceding four consecutive fiscal
quarters (taken as one accounting period) then ending to be less than the amount
set forth below opposite such date:
Fiscal Quarter Ending Amount
--------------------- ------
March 31, 2002 $30,000,000
June 30, 2002 $27,000,000
September 30, 2002 $28,000,000
Each fiscal quarter ending thereafter $30,000,000
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(f) EXHIBIT C OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS ENTIRETY
TO READ AS SET FORTH ON EXHIBIT A HERETO.
(g) THE UNDERSIGNED LENDERS HEREBY WAIVE ANY DEFAULT OR EVENT OF
DEFAULT ARISING OUT OF THE COMPANY'S NON-COMPLIANCE WITH SECTIONS 8.15, 8.16,
8.17 AND 8.19 OF THE CREDIT AGREEMENT FOR THE PERIOD ENDING MARCH 31, 2002.
SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT. This
Agreement shall become effective upon the date (the "EFFECTIVE DATE") each of
the following conditions have been satisfied:
(a) EXECUTION AND DELIVERY. The Company and the Majority Lenders shall
have executed and delivered this Agreement;
(b) NO DEFAULTS. No Default or Event of Default under the Credit
Agreement (as amended hereby) shall have occurred and be continuing;
(c) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company contained in this Agreement, the Credit Agreement (as amended
hereby) and the other Loan Documents shall be true and correct in all material
respects as of the Effective Date, with the same effect as though made on such
date, except to the extent that any such representation or warranty expressly
refers to an earlier date, in which case such representation or warranty shall
be true and correct in all material respects as of such earlier date;
(d) REDUCTION OF COMMITMENT. The Company shall have delivered a notice
to the Agent pursuant to SECTION 2.05 of the Credit Agreement permanently
reducing the Revolving Loan Commitment to $75,000,000; and
(e) AMENDMENT FEE. The receipt by the Agent, for distribution to the
relevant Lender, from the Company of an amendment fee payable to each Lender
executing this Amendment in an amount equal to .10% of such Lender's Revolving
Loan Commitment (after giving effect to the reduction referred to in Section
3(d)).
SECTION 4. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants (i) that it has full power and
authority to enter into this Agreement and perform its obligations hereunder in
accordance with the provisions hereof, (ii) that this Agreement has been duly
authorized, executed and delivered by such party and (iii) that this Agreement
constitutes the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally and by general principles of
equity.
(b) The Company represents and warrants that the following statements
are true and correct:
(i) The representations and warranties contained in the Credit
Agreement and each of the other Loan Documents are and will be true and
correct
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in all material respects on and as of the Effective Date; except to the
extent such representations and warranties expressly refer to an
earlier date, in which case they were true and correct in all material
respects on and as of such earlier date.
(ii) No event has occurred and is continuing or will result from
the consummation of the transactions contemplated by this Agreement
that would constitute an Event of Default.
(iii) The execution, delivery and performance of this Agreement by
the Company do not and will not violate its respective certificate or
articles of incorporation or by-laws, any law, rule, regulation, order,
writ, judgment, decree or award applicable to it or any contractual
provision to which it is a party or to which it or any of its property
is subject.
(iv) No authorization or approval or other action by, and no notice
to or filing or registration with, any governmental authority or
regulatory body is required in connection with its execution, delivery
and performance of this Agreement and all agreements, documents and
instruments executed and delivered pursuant to this Agreement.
SECTION 5. REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) On and after the Effective Date each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import, and each reference to the Credit Agreement in the Loan Documents and all
other documents (the "ANCILLARY DOCUMENTS") delivered in connection with the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit Agreement, the
Loan Documents and all other Ancillary Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver (except as
specifically waived above) of any right, power or remedy of the Lenders or the
Agent under the Credit Agreement, the Loan Documents or the Ancillary Documents.
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SECTION 6. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.
SECTION 8. HEADINGS. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purposes.
[signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date above first written.
CENTURY BUSINESS SERVICES, INC.
By
---------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., as Agent
By
---------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., Individually as a Lender
and as the Issuing Bank
By
---------------------------------------------
Name:
Title:
FLEET NATIONAL BANK, as a Co-Agent and
individually as a Lender
By
---------------------------------------------
Name:
Title:
BANK ONE, MICHIGAN, as a Co-Agent and
individually as a Lender
By
---------------------------------------------
Name:
Title:
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LASALLE BANK NATIONAL ASSOCIATION, as a Co-Agent
and individually as a Lender
By
---------------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION, as a Co-Agent
and individually as a Lender
By
---------------------------------------------
Name:
Title:
COMERICA BANK
By
---------------------------------------------
Name:
Title:
FIFTH THIRD BANK, NORTHEASTERN OHIO
By
---------------------------------------------
Name:
Title:
HUNTINGTON NATIONAL BANK
By
---------------------------------------------
Name:
Title:
FIRSTAR BANK, N.A.
By
---------------------------------------------
Name:
Title:
10
FIRSTMERIT BANK, N.A.
By
---------------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By
---------------------------------------------
Name:
Title:
U.S. BANK, N.A.
By
---------------------------------------------
Name:
Title:
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EXHIBIT A TO SIXTH AMENDMENT
----------------------------
EXHIBIT C
---------
TO CREDIT AGREEMENT
-------------------
FORM OF COMPLIANCE CERTIFICATE
------------------------------
Bank of America, N.A.,
as Agent for the Lenders party to the Credit
Agreement referred to below
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn:
Ladies and Gentlemen:
This certificate is furnished to you by Century Business Services, Inc.
(the "Company"), pursuant to Section 7.02(b) of that certain Amended and
Restated Credit Agreement, dated as of October 3, 1997, as amended and restated
as of August 10, 1998 and as amended and restated as of August 24, 1999, among
the Company, the financial institutions party thereto (the "Lenders"), and Bank
of America, N.A., as agent for such Lenders (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), concurrently with the delivery of the financial statements required
pursuant to SECTION 7.01 [(a)][(b)] of the Credit Agreement. Terms not otherwise
defined herein are used herein as defined in the Credit Agreement.
The undersigned, on behalf of the Company, hereby certifies that:
(A) no Default or Event of Default has occurred and is continuing,
except as described in ATTACHMENT 1 hereto;
(B) the financial data and computations set forth in Schedule 1 below,
evidencing compliance with the covenants set forth in [SECTIONS 8.01(i), (j) and
(m), 8.02, 8.05(d), 8.15, 8.16, 8.17, 8.18(1) and 8.19] of the Credit Agreement,
are true and correct as of ________________, ____(2) (the "Computation Date");
(C) if the financial statements of the Company being concurrently
delivered were not prepared in accordance with GAAP, ATTACHMENT 2 hereto sets
forth any derivations required to conform the relevant data in such financial
statements to the computations set forth below; and
----------
(1) Insert Section numbers as appropriate. Section 8.18 is computed on a
monthly basis.
(2) The last day of the accounting period for which financial statements
are being concurrently delivered.
(D) during the preceding 12 month period there has been a ___% turnover
in Key Management.
The foregoing certifications, together with the computations set forth
in SCHEDULE 1 hereto and the financial statements delivered with this Compliance
Certificate in support hereof, are made and delivered as of this _____ day of
___________, ____.
CENTURY BUSINESS SERVICES, INC.
By:
--------------------------------------------
Name:
------------------------------------------
Its: (3)
-------------------------------------------
----------
(3) To be executed by a Responsible Officer of the Company.
2
SCHEDULE 1
COMPUTATIONS
I. SECTION 8.01 LIENS
A. Clauses (a), (i) and (j)
1. Aggregate amount of Indebtedness permitted to be secured: $_________(4)
2. Actual amount of Indebtedness secured as of the date of determination:
- Attributable to 8.01(a): $_________
- Attributable to 8.01(i): $_________
- Attributable to 8.01(j): $_________
$_________
B. CLAUSE (m)
1. Aggregate amount of obligations permitted to be secured:
$1,000,000
2. Actual amount of obligations secured as of the date of determination: $_________
II. SECTION 8.02 DISPOSITION OF ASSETS
A. Aggregate amount permitted during the immediately preceding twelve month
period: $_________(5)
B. Actual amount during the immediately preceding twelve month period: $_________
C. Aggregate amount permitted from August 24, 1999: $_________(6)
D. Actual amount from August 24, 1999: $_________
III. SECTION 8.05 INDEBTEDNESS
A. CLAUSE (d)
1. Aggregate principal amount of Indebtedness permitted: $_________
----------
(4) Insert amount equal to 3% of total tangible assets as of the end of the
most recent fiscal quarter.
(5) Insert amount equal to 5% of net tangible assets as of the end of the
most recent fiscal quarter.
(6) Insert amount equal to 15% of net tangible assets as of the Closing
Date.
2. Actual amount of Indebtedness as of the date of determination:
- Attributable to 8.01(a): $_________
- Attributable to 8.01(i): $_________
- Attributable to 8.01(j): $_________
- Attributable to Section 8.05(d): $_________
$_________
IV. SECTION 8.15 MINIMUM TANGIBLE NET WORTH
1. Required Tangible Net Worth:
(a) Base Amount: $125,000,000
(b) 70% of the Company's Positive Net Income for each fiscal quarter $_________
ending after March 31, 2002:
(c) 100% of the net cash and non-cash proceeds of any equity securities
issued by the Company after March 31, 2002: $_________
(d) The sum of (a) PLUS (b) PLUS (c): $_________
(e) Actual Tangible Net Worth: $_________
V. SECTION 8.16 LEVERAGE RATIO
Period: Twelve months ended ____________ ___, ______.
1. Required: ____:1.0
2. Actual: ______:__
(a) Consolidated Indebtedness as of the end of the period referred to
above: $_________
- Attributable to the fiscal quarter ended:
- _____________: $_________
- _____________: $_________
- _____________: $_________
- _____________: $_________
(b) EBITDA for the period referred to above: $_________
- Attributable to the fiscal quarter ended: $_________
- _____________:
- _____________: $_________
- _____________: $_________
- _____________: $_________
$_________
(c) Ratio of (a) TO (b): ______:1.0
VI. SECTION 8.17 INTEREST COVERAGE RATIO
Period: Twelve months ended ____________ ___, _____.
1. Required: ______:1.0
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2. Actual:
(a) EBITA for the period referred to above: $_________
- Attributable to Insurance Subsidiaries $_________
(b) Consolidated Interest Expense for the period referred to above:
$_________
VII. SECTION 8.18 ELIGIBLE RECEIVABLES RATIO
Period: Month ended ____________ ___, _____.
1. Required: ______:1.0
2. Actual:
(a) Trade Receivables (less than or equal to 90 days, as provided in the $_________
definition "ELIGIBLE RECEIVABLES"):
(b) Outstanding Principal of Loans: $_________
(c) Ratio of (a) to (b): ______:1.0
VIII. SECTION 8.19 MINIMUM EBITDA
Period: Fiscal Quarter ended ____________ ___, _____.
1. Required Per Credit Agreement: $_________
2. Adjustment attributable to Specified Asset Sales and 2001 Specified Asset $_________
Sales:
3. Adjusted Required: $_________
4. Actual: $_________
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ATTACHMENT 1
DESCRIPTION OF ANY DEFAULTS OR EVENTS OF DEFAULT
4
ATTACHMENT 2
DERIVATIONS REQUIRED TO CONFORM RELEVANT DATA IF FINANCIAL
STATEMENTS WERE NOT PREPARED IN ACCORDANCE WITH GAAP
5
