AMENDMENT NUMBER FOUR
DATED AS OF SEPTEMBER 29, 1997
TO
$121,300,000 AMENDED AND RESTATED 1994 MEIP CREDIT AGREEMENT
DATED AS OF JUNE 14, 1994
AND
AMENDED AND RESTATED AS OF MAY 15, 1996
THIS AMENDMENT NUMBER FOUR (this "AMENDMENT") is executed as of the 29th
day of September, 1997, among XXXXXX MANAGEMENT INVESTMENT CORPORATION
("LMIC"), in its capacity as Agent for XXXXXX GROUP INTERNATIONAL, INC. (the
"BORROWER" or "LGII"), THE XXXXXX GROUP INC. ("TLGI"), the BANKS party to the
Credit Agreement (collectively, the "BANKS"), and WACHOVIA BANK, N.A., as
agent (the "AGENT").
W I T N E S S E T H:
WHEREAS, LMIC, acting in its capacity as agent for the Borrower, TLGI,
the Banks and the Agent entered into a $121,300,000 Amended and Restated 1994
MEIP Credit Agreement dated as of June 14, 1994, as amended and restated as
of May 15, 1996, as further amended by Amendment Number One dated as of
December 2, 1996, as further amended by Amendment Number Two as of April 30,
1997, and as further amended by Amendment Number Three dated as of May 21,
1997 (the "CREDIT AGREEMENT;" terms defined in the Credit Agreement being
used herein as therein defined unless otherwise defined herein);
WHEREAS, TLGI and LGII have each guaranteed the Obligations of the
Borrower under the Credit Agreement; and
WHEREAS, the Borrower, TLGI, LMIC, and LGII (collectively, the "CREDIT
PARTIES") have requested that the Banks make an additional amendment to the
Credit Agreement, and the Banks have agreed to do so, but only to the extent
and subject to the limitations set forth herein;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS. The Credit Agreement shall be amended as
follows:
(a) The definitions of the terms "APPLICABLE XXXXXX", "BANK OF MONTREAL
CREDIT AGREEMENT", "FINANCE SUBSIDIARY", "INDEBTEDNESS" and "TERMINATION
DATE" contained in Section 1.01 of the Credit Agreement are hereby amended to
read as follows:
"APPLICABLE MARGIN" means a per annum rate determined from
time to time by reference to TLGI's senior unsecured and
unenhanced
(except, if applicable, pursuant to the Collateral Trust Agreement)
long-term debt rating as specified on SCHEDULE 2 hereto. Any change
in the Applicable Margin resulting from a change in TLGI's debt
ratings will take effect as of the date of the debt ratings change.
"BANK OF MONTREAL CREDIT AGREEMENT" means that certain U.S.
$1,000,000,000 Amended and Restated Credit Agreement, dated as of
September 29, 1997, among LGII, as Borrower, TLGI, as a
Guarantor, the Lenders parties thereto, as Lenders, Xxxxxxx Xxxxx
Credit Partners, L.P., as Documentation Agent, and Bank of
Montreal, as L/C Issuer, Swing Line Lender and Administrative and
Syndication Agent, together with all amendments or modifications
thereto.
"FINANCE SUBSIDIARY" means any captive finance Subsidiary of
TLGI that engages in no material activity other than (i) buying
accounts receivable or other financial assets of any Affiliate of
TLGI, (ii) making loans or otherwise extending credit to any such
Affiliates, (iii) succeeding to (or having succeeded to) any or
all of the business of LFW or Eagle or otherwise engaging in
finance activities similar to the finance activities engaged in
by LFW or Eagle from time to time, or (iv) making Investments in
other Finance Subsidiaries.
"INDEBTEDNESS" of a Person means, without duplication, such
Person's (a) obligations for borrowed money, (b) obligations
representing the deferred purchase price of Property or services
(other than accounts payable arising in the ordinary course of
such Person's business payable on terms customary in the trade),
(c) obligations, whether or not assumed, secured by Liens on or
payable out of the proceeds or production from Property now or
hereafter owned or acquired by such Person, (d) obligations which
are evidenced by notes, acceptances, or other instruments (but
exclusive of notes, bills and checks presented in the ordinary
course of business by such Person to banks for collection or
deposit), (e) Capitalized Lease Obligations, (f) Synthetic Lease
Obligations, (g) Securitization Obligations, (h) Financial
Undertakings, (i) Contingent Obligations, and (j) obligations
under or in connection with letters of credit; but excluding, in
any event, (x) amounts payable by such Person in respect of
covenants not to compete, (y) with reference to TLGI, LGII and
the other Subsidiaries, all obligations of TLGI, LGII and the
other Subsidiaries of the character referred to in this
definition to the extent owing to TLGI, LGII or any other
Subsidiary and (z) Securitization Obligations of such Person
except to the extent of the maximum contractual liability of such
Person under the documentation for the related securitization
transaction giving rise to such Securitization Obligations for
losses or defaults which are attributable to the obligors of the
Receivables included in such securitization transaction.
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"TERMINATION DATE" means July 15, 2001.
(b) The following definitions of the new terms "COLLATERAL RELEASE
DATE", "CONSOLIDATED REVENUES", "EXCESS LEVERAGE MARGIN" and "EXCESS LEVERAGE
RATIO" are hereby added to and incorporated into Section 1.01 of the Credit
Agreement.
"COLLATERAL RELEASE DATE" has the meaning specified in Section
5.28.
"CONSOLIDATED REVENUES" for any period shall mean the gross
revenues of TLGI and LGII and the other Subsidiaries for such
period, determined on a consolidated basis after eliminating
revenues attributable to outstanding Minority Interests
determined in accordance by GAAP.
"EXCESS Leverage MARGIN" means a per annum rate determined
from time to time by reference to SCHEDULE 2 hereto whenever the
Excess Leverage Ratio exceeds 5.00 to 1.00 as determined for the
four consecutive fiscal quarter then most recently ended, such
Excess Leverage Margin to be applicable with effect from the
first day of the fourth fiscal quarter in such four consecutive
fiscal quarter period.
"EXCESS LEVERAGE RATIO" means, for any day, the ratio of
Consolidated Indebtedness to Adjusted EBITDA (but calculated
without the $35,800,000 adjustment for the fiscal quarter ended
September 30, 1997, which is contemplated by the last sentence of
Section 5.25) determined for the four consecutive fiscal quarter
period then most recently ended for which TLGI or LGII has
delivered financial statements pursuant to which such ratio can
be determined.
(c) The definition of the term "ADJUSTED EBITDA" is hereby amended
by changing all references to the phrase "four quarter period" contained
therein to read "four-consecutive fiscal quarter period".
(d) The definition of the term "CONSOLIDATED NET INCOME" contained
in Section 1.01 is hereby amended by adding the following proviso at the end
thereof:
PROVIDED for the purpose of calculating Consolidated Net
Income for the fiscal quarter ended September 30, 1997, but only
to the extent that Consolidated Net Income is calculated as part
of the calculation of EBITDA for such fiscal quarter to determine
compliance with SECTIONS 5.03 and 5.25, there shall be included
in Consolidated Net Income for such fiscal quarter an aggregate
amount not to exceed $26,000,000 representing TLGI's pre-tax gain
from the sale of TLGI's Investment in Arbor Funeral Inc.
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(e) The definition of the term "PERMITTED RECEIVABLES
SECURITIZATION" contained in Section 1.01 of the Credit Agreement is hereby
amended to delete the reference to the amount of "$100,000,000" in the last
line thereof and to substitute in lieu thereof the amount "$125,000,000".
(f) The first sentence of Section 2.05(a) of the Credit Agreement
is hereby amended to read as follows:
(a) Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is
made until it becomes due, at a rate per annum equal to the sum
of (i) the Base Rate for such date, plus (ii) the Applicable
Margin in effect for such day, plus (iii) the Excess Leverage
Margin in effect for such day (which Excess Leverage Margin will
be assessed by the Agent retroactively to such day in accordance
with, and with effect from and after the date specified in, the
definitions of "Excess Leverage Margin" and "Excess Leverage
Ratio").
(g) The first sentence of Section 2.05(b) of the Credit Agreement
is hereby amended to read as follows:
(b) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of (i)
the applicable Adjusted London Interbank Offered Rate for such
Interest Period, plus (ii) the Applicable Margin in effect from
time to time during such Interest Period, plus (iii) the Excess
Leverage Margin in effect from time to time during such Interest
Period (which Excess Leverage Margin will be assessed by the
Agent retroactively to such Interest Period in accordance with,
and with effect from and after the date specified in, the
definitions of "Excess Leverage Margin" and "Excess Leverage
Ratio").
(h) Sections 2.12 and 2.13 of the Credit Agreement are hereby
deleted in their entirety.
(i) Section 5.03 of the Credit Agreement is hereby amended to read
as follows:
SECTION 5.03. INTEREST CHARGES COVERAGE; TREATMENT OF GAIN
ON SALE OF ARBOR FUNERAL, INC. TLGI will at all times maintain
(i) a ratio of EBITDA for the most recently ended period of four
consecutive fiscal quarters of TLGI to Consolidated Interest
Charges for such period of four consecutive fiscal quarters of
not less than 2.75 to 1.00 and (ii) a ratio of EBITDA for the
most recently ended fiscal quarter to Consolidated Interest
Charges for such fiscal quarter of not less than 1.50 to 1.00.
For purposes of the foregoing calculations, $35,800,000 will be
added to
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EBITDA for the fiscal quarter ended September 30, 1997 whenever
EBITDA for such fiscal quarter is included in such calculations.
For purposes of this Section 5.03, any costs and expenses incurred
by TLGI in contesting the 1995 tender offer for TLGI by Service
Corporation International, Inc., which are reflected in the audited
financial statements of TLGI as at December 31, 1996 which have been
delivered to the Agent and the Lenders, up to an aggregate amount
not to exceed $18,678,000 for all such costs and expenses, shall be
excluded from the calculation of Consolidated Net Income in
determining EBITDA for the respective periods in which such costs
were incurred.
(j) Section 5.08 of the Credit Agreement is hereby amended (i) to
delete the reference to the amount "3%" contained in the last line of clause
(o) of such section and to substitute in lieu thereof the amount "5%" and
(ii) by amending the proviso contained at the end of such section to read as
follows:
PROVIDED, HOWEVER, that notwithstanding any provision to the
contrary herein, none of TLGI, LGII or any Subsidiary of either
shall make any Investment in any Person effectively located
outside the United States or Canada if after giving effect to
such Investment, the aggregate amount of Investments of TLGI,
LGII or any Subsidiary of either in any Persons effectively
located outside of the United States or Canada, excluding
Investments in Finance Subsidiaries which are Wholly-Owned
Subsidiaries, would exceed an amount equal to 25% of Consolidated
Revenues for the period of four consecutive fiscal quarters ended
immediately prior to the date of such Investment; PROVIDED
FURTHER, HOWEVER, that the immediately preceding proviso shall
not apply from and after the Collateral Release Date. For the
purpose of any computation required to be made pursuant to this
Agreement, Investments shall be valued at lower of the cost or
Fair Value thereof as of the date of computation.
(k) Section 5.09 of the Credit Agreement is hereby amended to
delete the reference to the amount "7.5%" contained in the next to last line
of clause (g) of such section and to substitute in lieu thereof the amount
"10%".
(l) Section 5.25 of the Credit Agreement is hereby amended to read
as follows:
SECTION 5.25. MAXIMUM CONSOLIDATED INDEBTEDNESS TO ADJUSTED
EBITDA. TLGI will not permit, at any time, (x) the ratio of
Consolidated Indebtedness determined at such time to Adjusted
EBITDA determined for the period of four consecutive fiscal
quarters then most recently ended to be greater than 5.50 to 1.00
or (y) the ratio of Consolidated Indebtedness (determined as of
the last day of the then most recently ended fiscal quarter) to
Adjusted EBITDA (determined for the
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period of four consecutive fiscal quarters then most recently ended)
to be greater than 5.00 to 1.00 if the ratios of Consolidated
Indebtedness (determined as of the last day of each of the two
fiscal quarters immediately preceding such most recently ended
fiscal quarter) to Adjusted EBITDA (determined for each of the two
preceding periods of four consecutive fiscal quarters ending on such
days, respectively) are each greater than 5.00 to 1.00. For
purposes of the foregoing calculations, $35,800,000 will be added to
the EBITDA for the fiscal quarter ended September 30, 1997 whenever
the EBITDA for such fiscal quarter is included in such calculations.
(m) Section 5.27 of the Credit Agreement is hereby deleted in its
entirety.
(n) Section 5.28 of the Credit Agreement is hereby amended to read
as follows:
SECTION 5.28 PLEDGE OF STOCK AND GRANT OF SECURITY INTEREST
IN CERTAIN ASSETS. TLGI and LGII will, and will cause each
respective Pledgor Subsidiary of it to, pledge (or, for any
shares or other equity interests pledged prior to the date hereof
pursuant to the terms of the Collateral Trust Agreement, TLGI and
LGII will, and will cause each respective Pledgor Subsidiary of
it to, maintain such pledge in) all outstanding shares of capital
stock and other equity interests of any Subsidiary of TLGI or
LGII (other than any SPV which engages in a Permitted Receivables
Securitization but including, without limitation, those
Subsidiaries which are designated on SCHEDULE 1 with an asterisk)
held by it or held by any Subsidiary (other than any SPV which
engages in a Permitted Receivables Securitization but including,
without limitation, those Subsidiaries which are designated on
SCHEDULE 1 with an asterisk) of it from time to time (including,
in the case of TLGI, LGII), and LGII shall grant a security
interest (or, for any security interests granted prior to the
date hereof pursuant to the Collateral Trust Agreement, the
Borrower shall maintain such security interest) in all of its
financial assets (including, without limitation, accounts
receivable and bank accounts), in each case pursuant to the terms
of the Collateral Trust Agreement. All such shares of capital
stock and other equity interests shall be pledged, and all such
security interests shall be granted, solely to secure the
Obligations and any other Senior Obligations outstanding from
time to time; PROVIDED, HOWEVER, that such pledges of capital
stock and other equity interests, and such grants of security
interests, shall secure the Senior Obligations (other than the
Obligations and the other Senior Obligations identified on
SCHEDULE 3 hereto) only to the extent that LGII shall have so
elected and given notice thereof to the Collateral Agent and the
Agent. Within 60 days of the date of closing for each Major
Acquisition of a Person, TLGI and LGII shall deliver to the Agent
an opinion of counsel addressed to the
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Agent and the Banks to the effect that all ownership interests in
such Person acquired in such Major Acquisition have been duly and
validly subjected to the lien granted to the Collateral Agent under
the terms of the Collateral Trust Agreement and that all actions to
perfect such lien have been duly and validly taken, such opinions to
be satisfactory to the Agent in form and substance.
TLGI and LGII shall, and shall cause their respective
Subsidiary Pledgors to, complete all actions necessary to comply
with the requirements of the first paragraph of this Section 5.28
and the Collateral Trust Agreement with respect to pledges of
shares of capital stock and other equity interests of their
Subsidiaries (including without limitation delivery of the
applicable shares and other instruments to the Collateral Agent)
no later than the dates set forth below:
(i) With respect to the shares of capital stock and other
equity interests of those Subsidiaries which are designated on
SCHEDULE 1 with an asterisk (other than Xxxxxx Group Acquisition
Corporation and shares of capital stock and other equity
interests owned by Xxxxxx Group Acquisition Corporation)
December 31, 1997;
(ii) With respect to the shares of capital stock and other
equity interests of Xxxxxx Group Acquisition Corporation (if then
in existence) or of Subsidiaries at any time owned by Xxxxxx
Group Acquisition Corporation, January 15, 1998; and
(iii) With respect to any shares of capital stock or
other equity interests of any other Subsidiaries, whether now
owned or hereafter acquired, within ninety days from the date of
acquisition thereof by TLGI, LGII or any of their respective
Subsidiaries.
Notwithstanding the foregoing terms of this Section 5.28, on
such first date (the "COLLATERAL RELEASE DATE") on which (a) the
Borrower shall have provided written evidence to the Agent that
(x) the rating assigned to the senior unsecured and unenhanced
long-term Indebtedness of TLGI by Standard Poor's is BBB- (or
higher) and such rating assigned by Xxxxx'x is Baa3 (or higher),
(y) all other Indebtedness secured pursuant to the Collateral
Trust Agreement has ceased (or on the Collateral Release Date
will cease) to be secured pursuant to the Collateral Trust
Agreement, and (z) after giving effect to this paragraph, the
Obligations will be senior to, or pari passu with, all other
Indebtedness which was secured pursuant to the Collateral Trust
Agreement immediately prior to the Collateral Release Date, (b)
no Default or Event of Default shall exist and be continuing, and
(c) the Agent shall have provided written notice to each of the
Banks that the conditions set forth in the foregoing clauses (a)
and (b) have been
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satisfied, then (i) the pledge and security interest described in
this Section 5.28 and granted pursuant to the Collateral Trust
Agreement will automatically terminate, and TLGI, LGII and the
Pledgor Subsidiaries shall have no further obligations in respect
of such pledge and security interest, and (ii) the Pledgor
Subsidiary Guaranty of each Pledgor Subsidiary will automatically
terminate and the Pledgor Subsidiaries shall have no further
obligations in respect of such Pledgor Subsidiary Guaranties, in
each case without any further action or requirement. In connection
with the foregoing, the Agent agrees to take, and to cause the
Collateral Agent to take, in each case at the Borrower's expense,
all such actions as may be reasonably requested by the Borrower to
give effect to this paragraph.
(o) Section 5.31 of the Credit Agreement is hereby amended to read
as follows:
SECTION 5.31 PREPAYMENTS. TLGI and LGII will not, nor will
either permit any Subsidiary of it to, either directly or indirectly,
voluntarily redeem, retire or otherwise pay prior to its scheduled
maturity, or accelerate the maturity of, Indebtedness of TLGI or LGII
or any such Subsidiary, other than (a) Indebtedness arising hereunder
or under other credit facilities or Permitted Receivables
Securitizations of a revolving nature, (b) Indebtedness between or
among TLGI, LGII or any Subsidiary, (c) Indebtedness arising under the
Bank of Montreal Credit Agreement (but only to the extent prepayments
or redemptions thereof are made in accordance with requirements of the
Bank of Montreal Credit Agreement which are contained in the Bank of
Montreal Credit Agreement as in effect on the date hereof),
(d) Indebtedness which ranks PARI PASSU with the Obligations, and
(e) other Indebtedness so long as such Indebtedness either (i)(A) was
incurred in connection with an Acquisition and (B) is prepaid within
180 days of the closing of such Acquisition or (ii)(A) is prepaid in
full and (B) does not exceed $10,000,000 (such limitation to apply to
each individual prepayment pursuant to this clause (ii) and not in the
aggregate).
(p) Section 6.01(r) of the Credit Agreement is hereby amended by
adding the words "[E]xcept as contemplated by the last paragraph of Section
5.28," at the beginning thereof.
(q) The Credit Agreement is further amended by deleting the
disclosure schedule for Section 4.08 contained in SCHEDULE 1 presently
attached thereto and substituting in lieu thereof the disclosure schedule
attached hereto as SCHEDULE 1.
(r) The Credit Agreement is further amended by deleting SCHEDULE 2
and SCHEDULE 2A presently attached thereto and substituting in lieu thereof
the SCHEDULE 2 attached hereto.
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(s) The Credit Agreement is further amended by deleting from
Section 1 of SCHEDULE 4 attached thereto the reference to "Acadian Life
Insurance Company".
SECTION 2. REAFFIRMATION OF GUARANTIES. The Credit Parties (a)
consent to the terms and provisions of this Amendment provided for herein,
(b) reaffirm their obligations under their respective Guaranties, and (c)
confirm that their respective Guaranties remain in full force and effect with
respect to the Credit Agreement notwithstanding the waiver and amendment
provided for herein.
SECTION 3. EFFECTIVENESS. This Amendment shall become
effective only after the Agent shall have received one or more counterparts
of this Amendment, in form and substance satisfactory to the Agent and its
counsel, duly executed by the Credit Parties, the Agent and the Required
Banks, together with the following additional items:
(i) copies, certified by the Secretary, Assistant Secretary
or other appropriate officer or director of each of TLGI, LGII and
the Borrower of its board of director's resolutions authorizing the
execution and performance of this Amendment;
(ii) supplementary incumbency certificates, if applicable
executed by the Secretary of Assistant Secretary or other
appropriate officer or director of each of TLGI, LGII and the
Borrower, which shall identify by name and title and bear the
signature of any officer of TLGI, LGII or the Borrower who was not
shown on the incumbency certificates which were delivered in
connection with the closing of the Credit Agreement and who
executes this Amendment, upon which certificate the Agent and the
Lenders shall be entitled to rely until informed by any change in
writing by TLGI, LGII or the Borrower, as applicable;
(iii) receipt by the Agent for the account of each Bank
executing and delivering (including by facsimile) this Amendment to
the Agent prior to 5:00 p.m. New York City time on September 25,
1997 or such later date as the Agent and the Borrower shall agree,
of an amount equal to such Bank's Commitment, multiplied by 0.045%
(a flat percentage, not a percentage per annum); and
(iv) receipt by the Agent of all such other fees and expenses
as are payable to the Agent in connection with this Amendment.
SECTION 4. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES.
Each of the Credit Parties hereby represents and warrants that as of the date
of its execution of this Amendment and the date of its effectiveness, in each
case after giving effect to the waiver and amendment provided for herein:
(a) There exists no Default or Event of Default under the Credit
Agreement;
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(b) The representations and warranties contained in Article IV of
the Credit Agreement are true and correct as of such dates; except to the
extent any such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall be true and
correct on and as of such earlier date; and
(c) No default, unmatured default or similar events exists under
any agreement, instrument or other document evidencing or related to
Indebtedness of any Credit Party or any Subsidiary thereof.
SECTION 5. EFFECT. Except as otherwise expressly provided
herein, the Credit Agreement is and shall continue in full force and effect
and is hereby ratified and confirmed.
SECTION 6. GOVERNING LAW. THIS AMENDMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF GEORGIA, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
SECTION 7. SEVERABILITY. Each provision of this Amendment
shall be severable from every other provision of this Amendment for the
purpose of determining the legal enforceability of any provision hereof, and
the unenforceability of one or more provisions of this Amendment in one
jurisdiction shall not have the effect of rendering such provisions
unenforceable in any other jurisdiction.
SECTION 8. COUNTERPARTS. This Amendment may be executed in one
or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
XXXXXX MANAGEMENT INVESTMENT CORPORATION, IN ITS
CAPACITY AS AGENT FOR XXXXXX GROUP INTERNATIONAL,
INC., AS BORROWER
By:______________________________________________
Print Name:______________________________________
Title:___________________________________________
XXXXXX GROUP INTERNATIONAL, INC., AS GUARANTOR
By:______________________________________________
Print Name:______________________________________
Title:___________________________________________
THE XXXXXX GROUP
By:______________________________________________
Print Name:______________________________________
Title:___________________________________________
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WACHOVIA BANK, N.A.
INDIVIDUALLY AND AS AGENT
By:______________________________________________
Print Name:______________________________________
Title:___________________________________________
ROYAL BANK OF CANADA
By:______________________________________________
Print Name:______________________________________
Title:___________________________________________
BANK OF MONTREAL
By:______________________________________________
Print Name:______________________________________
Title:___________________________________________
STAR BANK, N.A.
By:______________________________________________
Print Name:______________________________________
Title:___________________________________________
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SCHEDULE 2
APPLICABLE MARGINS
---------------------------------------------------------------------------------------------------------------------------
XXXXX 0 XXXXX XX XXXXX XXXXX XX XXXXX X XXXXX XX
III
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Credit Quality of TLG's A-/A3 of Higher BBB+/Baa1 BBB/Baa2 BBB+/Baa3 BB+/Ba1 BB/Ba2 or
long-term senior unsecured lower
and unenhanced debt as rated
by Standard & Poor's and
Moody's, respectively(1)
---------------------------------------------------------------------------------------------------------------------------
LIBOR Margin 25.0 basis points 28.0 bps 32.0 bps 45.0 bps 62.5 bps 100.0 bps
("bps")
---------------------------------------------------------------------------------------------------------------------------
Base Range Margin 0 0 0 0 0 12.5 bps
---------------------------------------------------------------------------------------------------------------------------
Excess Leverage Margin(2) 0 0 12.5 bps 20.0 bps 25.0 bps 25.0 bps
---------------------------------------------------------------------------------------------------------------------------
-----------------------------
(1)References to TLGI's long-term senior unsecured and unenhanced debt shall
mean such long-term senior debt of TLGI which is unsecured and unenhanced
other than, if applicable, pursuant to the Collateral Trust Agreement. For
purposes of the pricing grids above, an implied senior unsecured and
unenhanced debt rating is equivalent to a long-term senior unsecured and
unenhanced debt rating. If TLGI is split-rated, then pricing will be
determined by reference to the lower of the two ratings. If only one rating
is available, then pricing will be determined by that rating. If TLGI has no
long-term senior unsecured and unenhanced debt rating or implied senior
unsecured and unenhanced debt rating from Standard & Poor's or Moody's, it
shall be deemed to be in the lowest rating category described on the pricing
grids (Level VI).
(2)Excess Leverage Margin will be applicable if the Excess Leverage Ratio
exceeds 5.00 to 1.00 at the end of the full fiscal quarter immediately
preceding the date of determination, with effect from the first day of such
fiscal quarter.
