Exhibit 10.1
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AMENDMENT NO. 2 TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of March 3, 1999 (this "Amendment"), to the
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Existing Credit Agreement (as defined below), among EVERCOM, INC. (formerly
known as Xxxxxx Holdings, Inc.), a Delaware corporation (the "Borrower"), each
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of the Borrower's Subsidiaries (the "Consenting Obligors"), Canadian Imperial
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Bank of Commerce, as Administrative Agent for the Lenders and the Lenders (such
capitalized term and other capitalized terms used in this preamble and the
recitals below to have the meanings set forth in, or as defined by reference in,
Article I).
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W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to the Second Amended and Restated Credit Agreement, dated as of December 19,
1997 (as heretofore modified, the "Existing Credit Agreement", and together with
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this Amendment, the "Credit Agreement");
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WHEREAS, the Borrower desires to amend the Existing Credit Agreement as set
forth herein;
WHEREAS, the Borrower desires that the Lenders consent to certain
transactions as set forth herein; and
WHEREAS, the Required Lenders have agreed, subject to the terms and
conditions hereinafter set forth, to amend the Existing Credit Agreement in
certain respects as provided below;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION I.1. Certain Definitions. The following terms (whether or not
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underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):
"Amendment" is defined in the preamble.
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"Borrower" is defined in the preamble.
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"Consenting Obligors" is defined in the preamble.
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"Credit Agreement" is defined in the first recital.
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"Existing Credit Agreement" is defined in the first recital.
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"Subject Transaction" means (a) the making of Additional Term Loans in a
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maximum principal amount of $5,500,000 and on the other terms and conditions set
forth in this Amendment and (b) the sale by the Borrower of preferred stock and
warrants to the Investors in exchange for net cash proceeds of at least
$5,000,000 on terms consistent with the terms set forth in Exhibit A hereto.
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"Second Amendment Effective Date" is defined in Section 4.1.
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SECTION I.2. Other Definitions. Terms for which meanings are provided in
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the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.
ARTICLE II
AMENDMENTS TO CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Second Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Article II; except as so amended, the Existing Credit Agreement shall
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continue in full force and effect.
SECTION II.1. Amendments to Recitals. Clause (a) of the fifth recital of
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the Existing Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"(a) (i) a Term Loan Commitment pursuant to which Borrowings of Term
Loans were made, in a maximum aggregate principal amount of $55,000,000, to
the Borrower in multiple Borrowings occurring on and subsequent to the
Closing Date but prior to the Term Loan Commitment Termination Date
(collectively, the "Existing Term Loans"; and
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(ii) an Additional Term Loan Commitment pursuant to which Borrowings
of Additional Term Loans will be made, in a maximum aggregate principal
amount not to exceed $5,500,000, to the Borrower in a single Borrowing
occurring on a Business Day on or subsequent to the Second Amendment
Effective Date but prior to the Additional Term Loan Commitment Termination
Date; and"
SECTION II.2. Amendments to Article I. Article I of the Existing Credit
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Agreement is hereby amended as follows:
SECTION II.2.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions in such Section in the
appropriate alphabetical sequence:
"Additional Term Loan" is defined in clause (b) of Section 2.1.1.
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"Additional Term Loan Commitment" means, relative to any Lender, such
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Lender's obligation to make Term Loans pursuant to clause (b) of Section
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2.1.1.
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"Additional Term Loan Commitment Amount" means, on any date,
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$5,500,000, as such amount may be reduced from time to time pursuant to
Section 2.2.
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"Additional Term Loan Commitment Termination Date" means the earliest
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of:
(a) the date on which the Additional Term Loans are made;
(b) the date on which any Commitment Termination Event occurs;
or
(c) March 31, 1999.
Upon the occurrence of any event described in clauses (b) or (c), the
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Additional Term Loan Commitment shall terminate automatically and without
any further action.
"Additional Term Note" means a promissory note of the Borrower payable
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to any Lender, substantially in the form of Exhibit A-3 hereto (as such
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promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from outstanding Additional Term Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or
renewal thereof.
"Additional Term Percentage" means, relative to any Lender, the
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applicable percentage relating to Additional Term Loans set forth opposite
its name on Schedule II hereto under the Additional Term Loan column or set
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forth in a Lender Assignment Agreement under the Additional Term Loan
column, as such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreements executed by such Lender and its assignee
Lender and delivered pursuant to Section 10.11.1. A Lender shall not have
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any Additional Term Loan Commitment if its percentage under the Additional
Term Loan column is zero.
"Amendment No. 2" means Amendment No. 2, dated as of March 3, 1999, to
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Second Amended and Restated Credit Agreement, among the Borrower, the
Administrative Agent and the Lenders parties thereto, and consented to by
the Consenting Obligors listed at the end thereof.
"Existing Term Loans" is defined in clause (a)(i) of the fifth
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recital.
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"Existing Term Note" means a promissory note of the Borrower payable
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to any Lender, substantially in the form of Exhibit A-2 hereto (as such
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promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from outstanding Existing Term Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or
renewal thereof.
"Existing Term Percentage" means, relative to any Lender, the
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applicable percentage relating to Existing Term Loans set forth opposite
its name on Schedule II hereto under the Existing Term Loans column or set
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forth in a Lender Assignment Agreement under the Existing Term Loans
column, as such percentage may be adjusted from time to time pursuant
to Lender Assignment Agreements executed by such Lender and its assignee
Lender and delivered pursuant
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to Section 10.11.1. A Lender shall not have made any Existing Term Loans if
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its percentage under the Existing Term Loans column is zero.
"Maintenance Capital Expenditures" means, for any period, Capital
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Expenditures but solely to the extent that such Capital Expenditures are
associated with existing accounts, existing incarceration facilities and
existing pay telephone services.
"Second Amendment Effective Date" is defined in Section 4.1 of
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Amendment No. 2.
SECTION II.2.2. Section 1.1 of the Existing Credit Agreement is hereby
amended by amending and restating the following definitions in such Section so
that they read in their entireties as follows:
"Percentage" means, relative to any Lender, the applicable percentage
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relating to Revolving Loans, Existing Term Loans, Additional Term Loans or
its aggregate percentage for all facilities provided herein, as the case
may be, as set forth opposite its name on Schedule II hereto under the
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applicable column heading or set forth in Lender Assignment Agreement(s)
under the applicable column heading, as such percentage may be adjusted
from time to time pursuant to Lender Assignment Agreement(s) executed by
such Lender and its Assignee Lender(s) and delivered pursuant to Section
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10.11. A Lender shall not have any Commitment to make Existing Term Loans,
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Additional Term Loans or Revolving Loans (as the case may be) if its
percentage under the applicable column heading on Schedule II is zero. As
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used herein, "Percentage" as it relates to a Lender's Percentage of Letter
of Credit Outstandings or Swing Line Loans shall be equal to such Lender's
Percentage of Revolving Loans.
"Term Loan Commitment" means, relative to any Lender, such Lender's
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obligation to make Existing Term Loans pursuant to clause (a) of Section
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2.1.1 and/or to make Additional Term Loans pursuant to clause (b) of
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Section 2.1.1, as the context may require.
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"Term Loans" means, collectively, the Existing Term Loans and the
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Additional Term Loans.
"Term Note" means, as the context may require, an Additional Term Note
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or an Existing Term Note.
SECTION II.2.3. Section 1.1 of the Existing Credit Agreement is hereby
amended by amending
(a) the definition of "EBITDA to Fixed Charges Ratio" by inserting the
word "Maintenance" before the words "Capital Expenditures" in clause (ii)
thereof;
(b) the definition of "Applicable Base Rate Margin" by inserting the
following sentence at the end thereof: "Notwithstanding anything contained
in this definition, the Applicable Base Rate Margin for Additional Term
Loans shall be 2.5% per annum at all times."; and
(c) the definition of "Applicable LIBO Rate Margin" by inserting the
following sentence at the end thereof: "Notwithstanding anything contained
in this definition, the Applicable LIBO Rate Margin for Additional Term
Loans shall be 3.5% per annum at all times."
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SECTION II.3. Amendments to Article II. Article II of the Existing Credit
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Agreement is hereby amended as follows:
SECTION II.3.1. Section 2.1.1 of the Existing Credit Agreement is hereby
amended by inserting an "(a)" prior to the initial sentence thereof and adding a
new clause (b) at the end of such Section to read as follows:
"(b) Subject to compliance by the Borrower with the terms hereof, in a
single Borrowing occurring on or after the Second Amendment Effective Date
but prior to the Additional Term Loan Termination Date, each Lender with a
Percentage in excess of zero of the Additional Term Loan Commitment Amount
will make loans (relative to such Lender, its "Additional Term Loans") to
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the Borrower equal to such Lender's Percentage of the aggregate amount of
the Borrowing of Additional Term Loans requested by the Borrower to be made
on such day (the commitment of each such Lender described in this Section
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2.1.1 is herein referred to as its "Additional Term Loan Commitment"). No
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amounts paid or prepaid with respect to any Additional Term Loans may be
reborrowed."
SECTION II.3.2. Section 2.1.4 of the Existing Credit Agreement is hereby
amended by adding a new clause (d) thereto to read as follows:
"(d) make any Additional Term Loan if, after giving effect thereto,
the aggregate outstanding principal amount of all the Additional Term Loans
(i) of all Lenders with an Additional Term Loan Commitments
would exceed the Additional Term Loan Commitment Amount; or
(ii) of such Lender with an Additional Term Loan Commitment
would exceed such Lender's Percentage of the Additional Term Loan
Commitment Amount."
SECTION II.4. Amendments to Article III. Article III of the Existing
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Credit Agreement is hereby amended as follows:
SECTION II.4.1. Section 3.1.1. of the Existing Credit Agreement is hereby
amended as follows:
(a) clause (c) thereof is hereby amended by inserting the word
"Existing" before the word "Term" in each place such word appears therein.
(b) the word "and" is deleted from the end of clause (h) thereof and
the period at the end of clause (i) thereof is deleted and replaced with ";
and".
(c) a new clause (j) is inserted following clause (i) of Section 3.1.1
thereof to read as follows:
"(j) shall, on December 31, 2002, make a scheduled repayment of
the aggregate outstanding principal amount, if any, of all Additional
Term Loans, as such amount may
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be reduced from time to time pursuant to prepayments in accordance
with the terms hereof."
SECTION II.4.2. Section 3.1.2. of the Existing Credit Agreement is hereby
amended by inserting the reference to "and Section 3.1.1(j)" immediately
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following the reference to "Section 3.1.1(c)" in clause (b) thereof.
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SECTION II.5. Amendments to Article V. Article V of the Existing Credit
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Agreement is hereby amended by adding a new Section 5.4 to read as follows:
SECTION 5.4 Condition Precedent to Additional Term Loans. In addition
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to any other requirements contained in Section 5.2, prior to the making of
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any Additional Term Loans, the Administrative Agent shall have received a
certificate, substantially in the form of Exhibit I hereto, dated as of the
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date of the initial Borrowing of Additional Term Loans, duly executed by an
Authorized Officer of the Borrower, in which the Borrower shall acknowledge
that the Borrower shall have received net cash proceeds of at least
$5,000,000 from clause (b) of the Subject Transaction, and such funds shall
actually have been received by the Borrower, on terms and conditions
satisfactory to the Administrative Agent.
SECTION II.6. Amendments to Article VII. Article VII of the Existing
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Credit Agreement is hereby amended as follows:
SECTION II.6.1. Section 7.1.11. of the Existing Credit Agreement is hereby
amended by inserting the word "Existing" immediately prior to the words "Term
Loans" in the first line thereof and inserting the words "and Additional Term
Loans" immediately following the words "of Revolving Loans" in the fifth line
thereof.
SECTION II.6.2. Section 7.1.12. of the Existing Credit Agreement is hereby
amended by inserting the word "Existing" immediately prior to the word "Term" in
each place where such word appears therein.
SECTION II.6.3. A new clause (e) is inserted at the end of Section 7.2.4 of
the Existing Credit Agreement to read as follows:
(e) its EBITDA to be less than the following amounts as of the last
day of each Fiscal Quarter occurring on or during each measurement period
set forth below:
Period Minimum
------ EBITDA
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Fiscal Quarter ending 3/31/99 $6,800,000
Fiscal Quarter ending 6/30/99 $8,500,000
Fiscal Quarter ending 9/30/99 $9,400,000
Fiscal Quarter ending 12/31/99 $9,500,000
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Period Minimum
------ EBITDA
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Each Fiscal Quarter in the Fiscal $9,600,000
Year ending 12/31/00
Each Fiscal Quarter in the Fiscal $11,300,000
Year ending 12/31/01
Each Fiscal Quarter thereafter $12,700,000
SECTION II.6.4. A new Section 7.2.16 is of the Existing Credit Agreement is
hereby inserted following Section 7.2.15 of the Existing Credit Agreement to
read as follows:
SECTION 7.2.16 Capital Expenditures, etc. The Borrower will not, and
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will not permit any of its Subsidiaries to, make or commit to make Capital
Expenditures in any Fiscal Year which aggregate in excess of the amount set
forth below opposite such Fiscal Year:
Fiscal Year Capital Expenditure Amount
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1998 $14,000,000
1999 $12,000,000
2000 and thereafter $10,000,000
SECTION II.7. Schedule II to Credit Agreement. The Existing Credit
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Agreement is hereby amended by adding a new Schedule II thereto in the form of
Schedule II hereto.
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SECTION II.8. Exhibit I to Credit Agreement. The Existing Credit
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Agreement is hereby amended by adding a new Exhibit I thereto in the form of
Exhibit I hereto.
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ARTICLE III
CONSENT AND INTEREST RATE ADJUSTMENT
Subject to the terms of this Amendment, effective on the Second Amendment
Effective Date, and in reliance upon the representations and warranties made
herein and in each other Loan Document, the parties hereto agree that, any term
or provision of the Credit Agreement to the contrary notwithstanding, (a) the
Subject Transaction shall be deemed to be permitted for purposes of the Credit
Agreement, (b) no part of the Subject Transaction shall be deemed to breach any
covenant contained therein or in any other Loan Document, (c) no prepayment of
the Loans shall be required pursuant to clause (f) of Section 3.1.1 of the
Credit Agreement in connection with the Net Equity Proceeds received in
accordance with Section 4.1.7, (d) the Lenders hereby waive any Default with
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respect to (i) any financial covenant contained in clause (d) of Section 7.2.4
of the Credit Agreement prior to the Second Amendment Effective Date, (ii) the
payment of fees in connection with Section 7.2.7 of the Credit Agreement prior
to the Second Amendment Effective Date (to the extent such fees were paid for
Related Acquisitions), and (iii) the delivery of a Compliance Certificate
pursuant to clause (d)(i) of Section 7.1.1 of the Credit Agreement for the last
Fiscal
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Quarter of 1998 so long as such Compliance Certificate (giving effect to this
Amendment) is delivered on or before March 3, 1999, and (e) for the period
commencing on the Second Amendment Effective Date through (and including) the
date upon which the Compliance Certificate is delivered for the Fiscal Quarter
ending December 31, 1999, the Applicable LIBO Rate Margin shall be 3.50% per
annum and the Applicable Base Rate Margin shall be 2.25% per annum, in each
case, for all Revolving Loans and Existing Term Loans. Except as expressly
provided in this Amendment, the Credit Agreement and each other Loan Document
shall continue in full force and effect in accordance with their respective
terms.
ARTICLE IV
CONDITIONS TO EFFECTIVENESS
SECTION IV.1. Amendment Effective Date. This Amendment (and the
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amendments and modifications contained herein) shall become effective, and shall
thereafter be referred to as "Amendment No. 2", on the date (the "Second
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Amendment Effective Date") when all of the conditions set forth in this Section
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4.1 have been satisfied.
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SECTION IV.1.1. Execution of Counterparts. The Administrative Agent shall
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have received counterparts of this Amendment, duly executed and delivered on
behalf of the Borrower, the Required Lenders and each Lender with an Additional
Term Loan Commitment.
SECTION IV.1.2. Resolutions, etc. The Administrative Agent shall have
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received from the Borrower a certificate, dated the Second Amendment Effective
Date, in form and substance satisfactory to the Administrative Agent, of its
Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors
then in full force and effect authorizing the execution, delivery and
performance of this Amendment and each other Loan Document to be executed by it;
and (b) the incumbency and signatures of those of its officers authorized to act
with respect to this Amendment and each other Loan Document executed by it, upon
which certificate each Lender may conclusively rely until it shall have received
a further certificate of the Secretary or Assistant Secretary of the Borrower
canceling or amending such prior certificate.
SECTION IV.1.3. Delivery of Notes. The Administrative Agent shall have
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received, for the account of each Lender making Additional Term Loans, its
Additional Term Notes duly executed and delivered by the Borrower.
SECTION IV.1.4. Opinions of Counsel. The Administrative Agent shall have
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received legal opinions, dated the Second Amendment Effective Date and addressed
to the Administrative Agent and all Lenders, from (a) Xxxxxxxx & Xxxxxxxx, a
professional corporation, counsel to the Obligors and (b) Xxxxxxx, Xxxxx &
Xxxxxx, New York counsel to the Obligors, each satisfactory in form and
substance to the Administrative Agent.
SECTION IV.1.5. Amendment Fee and Additional Term Loan Fee. The
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Administrative Agent shall have received, (a) for the account of each Lender
signatory hereto prior to or on the date hereof, an amendment fee equal to .375%
of each such Lender's Percentage of the outstanding principal amount of the
Notes and Commitments; and (b) for the account of each Lender that has an
Additional Term Loan Commitment, an up-front fee in an amount equal to 1.25% of
each such Lender's Additional Term Loan Commitment Amount.
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SECTION IV.1.6. Closing Fees, Expenses, etc. The Administrative Agent
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shall have received for the account of each Lender, all fees, costs and expenses
due and payable pursuant to Sections 3.3 and 10.3 of the Credit Agreement or
payable hereunder, if then invoiced.
SECTION IV.1.7. Investor Pledge Agreement Supplement. The Administrative
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Agent shall have received a supplement to the Investor Pledge Agreement, dated
on or prior to the Second Amendment Effective Date, duly executed and delivered
by each Investor pledging all additional preferred stock and warrants of the
Borrower comprising the Subject Transaction.
SECTION IV.1.8. Legal Details, etc. All documents executed or submitted
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pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and their
counsel shall have received all information and such counterpart originals or
such certified or other copies or such materials, as the Administrative Agent or
its counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment shall be satisfactory to the
Administrative Agent and its counsel.
ARTICLE V
AFFIRMATION AND CONSENT
SECTION V.1. Acknowledgment and Reaffirmation. The Borrower and each
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Consenting Obligor hereby reaffirms, as of the Second Amendment Effective Date,
(a) the covenants and agreements contained in each Loan Document to which it is
a party, including, in each case, as such covenants and agreements may be
modified by this Amendment and the transactions contemplated thereby, (b) its
guarantee of payment of the Obligations pursuant to the Subsidiary Guaranty and
(c) its obligations with respect to collateral security under each other Loan
Document to which it is a party.
SECTION V.2. Representations and Warranties, etc. The Borrower and each
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Consenting Obligor hereby certifies that, as of the date hereof (both before and
after giving effect to the occurrence of the Second Amendment Effective Date),
the representations and warranties made by it contained in the Loan Documents to
which it is a party are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent any such
representation or warranty refers or pertains solely to a date prior to the date
hereof (in which case such representation and warranty was true and correct in
all material respects as of such earlier date).
SECTION V.3. Loan Documents. The Borrower and each Consenting Obligor
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further confirms that each Loan Document to which it is a party (a) is and shall
continue to be in full force and effect and the same are hereby ratified and
confirmed in all respects, except that upon the occurrence of the Second
Amendment Effective Date, all references in such Loan Documents to the "Credit
Agreement", "Loan Documents", "thereunder", "thereof", or words of similar
import shall mean the Credit Agreement and the Loan Documents, as the case may
be, in each case after giving effect to the amendments and other modifications
provided for in this Amendment, (b) if such Loan Document relates to collateral
security, such document shall also expressly and completely secure all
Additional Term Loans and all Obligations related thereto and (c) if such Loan
Document relates to a guarantee, such document shall also expressly and
completely guarantee all Additional Term Loans and all Obligations related
thereto.
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SECTION V.4. Course of Dealing, etc. Each Consenting Obligor hereby
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acknowledges and agrees that the acceptance by each Lender of this document
shall not be construed in any manner to establish any course of dealing on any
Lender's part, including the providing of any notice or the requesting of any
acknowledgment not otherwise expressly provided for in any Loan Document with
respect to any future amendment, waiver, supplement or other modification to any
Loan Document or any arrangement contemplated by any Loan Document.
ARTICLE VI
MISCELLANEOUS
SECTION VI.1. Borrowing Request. The Borrower hereby requests from each
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Lender that has a Percentage in excess of zero of the Additional Term Loan
Commitment a Borrowing of Additional Term Loans in an aggregate principal amount
of $5,500,000 on March 11, 1999 as a Base Rate Loan in an amount equal to such
Lender's Percentage with respect to the Additional Term Loan Commitment. The
Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the Credit
Agreement, each of the delivery of this Amendment (which all parties hereto
agree shall be deemed to be a Borrowing Request) and the acceptance by the
Borrower of the proceeds of the Loans requested hereby constitute a
representation and warranty by the Borrower that, on the date of such Loans, and
immediately before and after giving effect thereto and to the application of the
proceeds therefrom, all the statements set forth in Section 5.2.1 of the Credit
Agreement are true and correct in all material respects.
SECTION VI.2. Cross-References. References in this Amendment to any
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Article or Section are, unless otherwise specified or otherwise required by the
context, to such Article or Section of this Amendment.
SECTION VI.3. Loan Document Pursuant to Credit Agreement. This Amendment
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is a Loan Document executed pursuant to the Credit Agreement and shall be
construed, administered and applied in accordance with all of the terms and
provisions of the Credit Agreement.
SECTION VI.4. Successors and Assigns. This Amendment shall be binding
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upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION VI.5. Counterparts. This Amendment may be executed by the parties
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hereto in several counterparts, each of which when executed and delivered shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement.
SECTION VI.6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BORROWER:
EVERCOM, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President and Chief Financial Officer
CONSENTING OBLIGORS:
EVERCOM SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President and Chief Financial Officer
SARATOGA TELEPHONE COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President and Chief Financial Officer
ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxx Xxxx
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Title: Executive Director
CIBC INC.
By: /s/ Xxxxxx Xxxx
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Title: Executive Director
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.
its Agent/Manager
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ Xxxxx Xxxxxxxx
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Title: Director
PARIBAS
By: /s/ Xxxx X. Xxxxxxx
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Title: Director
AMERICAN NATIONAL BANK
By:
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Title:
ARES LEVERAGED INVESTMENT
FUND L.P.
By: Ares Management L.P.
By: /s/ Xxxx Xxxxx
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Title: Director
SCHEDULE II
Revolving Loan Existing Term Additional Term Aggregate
Commitment Loans Loans Percentage
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CIBC Inc. 32.8125% 19.17613636% 36.36363636% 24.619140625%
First Source Financial LLP 23.4375% 23.43750000% 0% 21.826171875%
IBJ Whitehall Bank & Trust 12.5000% 12.50000000% 0% 11.640625000%
Company
Paribas 12.5000% 12.5000000% 0% 11.640625000%
American National Bank 18.7500% 18.75000000% 0% 17.460937500%
Ares Leveraged Investment 0.0000% 13.63636364% 63.63636364% 12.812500000%
Fund L.P.
CERTIFICATE
EVERCOM, INC.
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This Certificate (this "Certificate") is delivered pursuant to Section
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4.1.7 of the Second Amendment, dated as of March 11, 1999, to the Second Amended
and Restated Credit Agreement, among Evercom, Inc., a Delaware corporation (the
"Borrower"), the Lenders parties thereto, Canadian Imperial Bank of Commerce, as
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Administrative Agent for the Lenders and the Consenting Obligors. Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.
The Borrower hereby certifies, represents and warrants for and on behalf of
itself and its Subsidiaries, as of the date of the Borrowings of Additional Term
Loans, the Borrower has received new net cash proceeds of at least $5,000,000
from the capital contributions and/or equity issuances which require no
redemptions, repayments, repurchases and no cash dividends or other such cash
payments, in each case, prior to December 31, 2007.
EVERCOM, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President and Chief Financial Officer
