Exhibit 10.84.2
EXECUTION COPY
AMENDMENT TWO
AMENDMENT TWO (this "AMENDMENT") dated as of May 30, 2001 by and
among EDISON MISSION ENERGY (the "BORROWER"), BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") and each
of certain commercial lending institutions party hereto (the "LENDERS").
WHEREAS, the Borrower, the Administrative Agent and certain of
the Lenders entered into a Credit Agreement dated as of May 30, 2000 (as
amended by Amendment One dated as of August 17, 2000 among the Borrower, the
Administrative Agent and the Lenders party thereto, the "CREDIT AGREEMENT");
WHEREAS, the Borrower has requested that the Lenders renew their
Commitments and extend the Commitment Termination Date to October 10, 2001.
ACCORDINGLY, the parties hereto agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Credit Agreement are used herein (and in the
introductions and recitals hereto) as defined therein.
Section 2. AMENDMENT TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedent specified in Section 3 below, but
effective as of the Amendment Effective Date, the Credit Agreement shall be
amended as follows:
(a) SECTION 1.1 of the Credit Agreement shall be amended by
deleting the definition of "CHANGE IN CONTROL" in its entirety.
(b) SECTION 1.1 of the Credit Agreement shall be amended by
deleting CLAUSE (a) of the definition of "COMMITMENT TERMINATION DATE" in its
entirety and replacing it with the following:
"(a) October 10, 2001 or, if such date has been extended
by any Lender pursuant to SECTION 2.6, then, with respect to the
Commitment of such Lender, such date as determined pursuant to
SECTION 2.6;".
(c) SECTION 1.1 of the Credit Agreement shall be amended by adding
the following definitions in alphabetical order:
""AMENDMENT EFFECTIVE DATE" shall have the meaning
assigned to such term in Section 3 of Amendment Two to this
Agreement.
"CAPITAL STOCK" means, with respect to any Person, any
and all shares, interests, participations or other equivalents
(however designated, whether voting or non-voting) of, or interests
in (however designated), the equity of such
2
Person, including, without limitation, all common stock and
preferred stock and partnership and joint venture interests of
such Person.
"CONSOLIDATED NET WORTH" means, at any date, the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries determined as of such date without giving
effect to any accumulated other comprehensive gain or loss after
December 31, 1999 plus, to the extent not otherwise included
therein, (a) the liquidation preference at such date of
non-redeemable preferred stock of the Borrower and (b) Equity
Preferred Securities.
"CONSOLIDATED OPERATING PROJECTS" means any electric
generation facilities, oil and gas properties, trading activities,
and operation and maintenance services in which the Borrower or its
Subsidiaries have a direct or indirect ownership greater than 50%.
"CONSOLIDATED SUBSIDIARY" means, at any date with
respect to any Person, any Subsidiary of such Person or other entity
the accounts of which would be consolidated with those of such
Person in its consolidated financial statements if such statements
were prepared as of such date.
"DERIVATIVES OBLIGATIONS" of any Person means all
obligations of such Person in respect of any rate swap transaction,
basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect
to any of the foregoing transactions) or any combination of the
foregoing transactions. For purposes of determining the Recourse
Debt to Recourse Capital Ratio on any date, the Derivatives
Obligations of the Borrower shall be determined on a "xxxx to
market" basis on such date.
"DISTRIBUTIONS" means any interest or principal payments
on loans, distributions, management fees and dividends to the
Borrower or any of its Subsidiaries made by a Non-Consolidated
Operating Project.
"EME REVOLVERS" means, collectively, the Credit
Agreement, the March Credit Agreement and the October Credit
Agreement.
"EQUITY PREFERRED SECURITIES" means securities issued by
the Borrower (a) that are not subject to mandatory redemption or the
underlying securities, if any, of which are not subject to mandatory
redemption, (b) that are perpetual or mature no less than 30 years
from the date of issuance, (c) the indebtedness issued in connection
with which, including any guaranty, is subordinate in right of
payment to the unsecured and unsubordinated indebtedness of the
issuer of such indebtedness or guaranty, and (d) the terms of which
permit
AMENDMENT TWO
3
the deferral of payment of interest or distributions thereon to the
date occurring after the Commitment Termination Date.
"FUNDS FLOW FROM OPERATIONS" means, for any period,
Distributions plus Operating Cash Flow plus interest income during
such period less Operating Expenses during such period.
"INTEREST COVERAGE RATIO" means, for any period, the
ratio of (a) Funds Flow from Operations during such period to (b)
Interest Expense for such period.
"INTEREST EXPENSE" means the accrued interest expense of
all the Borrower's senior recourse indebtedness, but shall exclude
any intercompany obligation on which interest or the equivalent is
received by the Borrower.
"MAJOR PROJECTS" means the First Hydro plant, the Xxx
Xxxx B plant, the Xxxxx City Generating Station, the plants located
in Illinois owned by Midwest Generation, LLC, the Kern River
cogeneration facility, the Midway Sunset cogeneration facility, the
Xxxxxx cogeneration facility and the Sycamore cogeneration facility.
"MARCH CREDIT AGREEMENT" means the $595,000,000 Credit
Agreement dated as of March 18, 1999 among the Borrower, certain
commercial lending institutions party thereto and Citicorp USA, Inc.
as the administrative agent.
"MIDWEST" means Midwest Generation, LLC.
"NET CASH PROCEEDS" means (a) in connection with an
asset disposition permitted under SECTION 7.2.7, the cash proceeds
received from such asset disposition by the Borrower on an after-tax
basis, net of attorney's fees, investment banking fees, accountants'
fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith and (b)
in connection with any issuance or sale of indebtedness or Capital
Stock, the cash proceeds received from such issuance or incurrence
on an after-tax basis, net of attorney's fees, investment banking
fees, accountants' fees, underwriting discounts and commissions and
other customary fees and expenses actually incurred in connection
therewith.
"NON-CONSOLIDATED OPERATING PROJECTS" means any electric
generation facilities, oil and gas properties, trading activities,
and operation and maintenance services in which the Borrower or its
Subsidiaries have a direct or indirect ownership equal to or less
than 50%.
"OCTOBER CREDIT AGREEMENT" means the $425,000,000 Credit
Agreement dated as of October 11, 1996 among the Borrower, certain
commercial lending institutions party thereto and Bank of America,
N.A. (formerly, Bank of America National Trust and Savings
Association) as the administrative agent.
AMENDMENT TWO
4
"OPERATING CASH FLOW" means, for any period, the excess
of accrued Project Revenues during such period less accrued Project
Operating Expenses less accrued Project Debt Service during such
period from the Consolidated Operating Projects.
"OPERATING EXPENSES" means, for any period, all amounts
accrued by the Borrower in the conduct of its business during such
period, including utilities, general and administrative expenses,
employee salaries, wages and other employment-related costs, fees
for letters of credit, surety bonds and performance bonds. Operating
Expenses do not include federal and state taxes, depreciation or
amortization, and other non-cash charges.
"POWERTON/JOLIET GUARANTEES" means, collectively, (i)
the Guaranty Agreement dated as of August 17, 2000 made by the
Borrower in favor of Powerton Trust I that, among other things,
guarantees the payment by Midwest of certain liabilities payable to
Powerton Trust I, (ii) the Guaranty Agreement dated as of August 17,
2000 made by the Borrower in favor of Powerton Trust II that, among
other things, guarantees the payment by Midwest of certain
liabilities payable to Powerton Trust II, (iii) the Guaranty
Agreement dated as of August 17, 2000 made by the Borrower in favor
of Joliet Trust I that, among other things, guarantees the payment
by Midwest of certain liabilities payable to Joliet Trust I and (iv)
the Guaranty Agreement dated as of August 17, 2000 made by the
Borrower in favor of Joliet Trust II that, among other things,
guarantees the payment by Midwest of certain liabilities payable to
Joliet Trust II.
"POWERTON/JOLIET INTERCOMPANY NOTES" means the
promissory notes of the Borrower dated as of August 24, 2000 having
an aggregate principal amount equal to $1,367,000,000, evidencing in
each case a loan from Midwest to the Borrower.
"PROJECT DEBT SERVICE" means, for any period, all
accrued interest and principal payments during such period for the
Consolidated Operating Projects. Any principal payments made due to
refinancing shall be excluded.
"PROJECT OPERATING EXPENSES" means all accrued expenses
by the Consolidated Operating Projects which are necessary for the
continued operation and maintenance of the Consolidated Operating
Projects which shall include operating lease payments and foreign
taxes paid but exclude depreciation and amortization or any capital
expenditure undertaken primarily to increase the efficiency of,
expand or re-power the Consolidated Operating Projects or capital
expenditures for environmental purposes which are not required by
applicable law.
"PROJECT REVENUES" means, for any period, all accrued
revenues by the Consolidated Operating Projects during such period,
including revenues from the sale of energy and capacity, steam and
fuel plus accruals for business interruption insurance and all
interest and other income.
AMENDMENT TWO
5
"RECOURSE DEBT" means, on any date, the sum (without
duplication) of the following indebtedness of the Borrower: (a) all
indebtedness for borrowed money other than Subordinated Debt; (b)
all guarantees for (i) indebtedness of the Subsidiaries and (ii)
rental expenses of the Subsidiaries; (c) all reimbursement
obligations with respect to surety bonds, letters of credit (to the
extent not collateralized with cash or Cash Equivalent Investments),
bankers' acceptances and similar instruments (in each case, whether
or not matured); (d) all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of property,
assets or businesses; and (e) Derivative Obligations. For purposes
of the foregoing, (i) indebtedness of the Borrower shall exclude, to
the extent included, (A) indebtedness of the Borrower evidenced by
the Powerton/Joliet Intercompany Notes for so long as amounts
payable thereunder are subject to setoff against amounts paid under
the Powerton/Joliet Guarantees in accordance with the terms of the
Powerton/Joliet Intercompany Notes; (B) indebtedness of the Borrower
evidenced by the Synthetic Lease Intercompany Note for so long as
amount payable thereunder are subject to setoff against payments
under the Synthetic Lease Guarantee in accordance with the terms of
the Synthetic Lease Intercompany Note; and (C) indebtedness of the
Borrower under guarantees of rental expenses to the extent
attributable to lease indebtedness provided by Subsidiaries under
leasing transactions, including, without limitation, indebtedness of
the Borrower under the Synthetic Lease Guarantee to the extent
attributable to lease indebtedness provided by Subsidiaries as
Synthetic Lease Tranche A Loans; and (ii) the amount of indebtedness
of the Borrower under guarantees of rental expenses of the
Subsidiaries on any date of determination shall be the termination
value under the related lease on such date of determination
(adjusted so as to give effect to adjustments contemplated by clause
(i)(C) above, if applicable) plus reasonably anticipated indemnity
or other similar payments as of such date of determination; provided
that the amount of indebtedness of the Borrower under each
Powerton/Joliet Guarantee on any date of determination shall be the
Termination Value (or, if applicable, Special Termination Value) as
defined in such Powerton/Joliet Guarantee on such date of
determination plus reasonably anticipated indemnity or other similar
payments as of such date of determination.
"RECOURSE DEBT TO RECOURSE CAPITAL RATIO" means, on any
date, the ratio of: (a) Recourse Debt on such date to (b) the sum on
such date of (i) Consolidated Net Worth on such date PLUS (ii)
Recourse Debt.
"SYNTHETIC LEASE CREDIT AGREEMENT" means the Credit
Agreement dated as of June 23, 2000 among EME/CDL Trust, Midwest
Peaker Holdings, Inc., Citicorp Del-Lease, Inc. and Citicorp North
America, Inc.
"SYNTHETIC LEASE GUARANTEE" means the Guaranty Agreement
dated as of June 23, 2000 made by the Borrower in favor of the
EME/CDL Trust.
"SYNTHETIC LEASE INTERCOMPANY NOTE" means the
intercompany
AMENDMENT TWO
6
note of the Borrower dated as of July 10, 2000 having a principal
amount of $300,000,000, evidencing a loan from Midwest to the
Borrower.
"SYNTHETIC LEASE TRANCHE A LOANS" means the Tranche A
Loans (as defined in the Synthetic Lease Credit Agreement).".
(d) SECTION 2.2 of the Credit Agreement shall be amended by deleting
Section 2.2 in its entirety and replacing it with the following:
"REDUCTION OF THE TOTAL COMMITMENT AMOUNT. (a) The
Borrower may, from time to time on any Business Day occurring after
the Effective Date, voluntarily reduce the Total Commitment Amount
without premium or penalty (subject, however, to SECTION 4.5);
PROVIDED, HOWEVER, that all such reductions shall require at least
one Business Days' prior notice to the Administrative Agent and be
permanent, and any partial reduction of the Total Commitment Amount
shall be in a minimum amount of $10,000,000 and in an integral
multiple of $1,000,000 in excess thereof; and, PROVIDED, FURTHER,
that the Total Commitment Amount may not be reduced to an amount
less than the aggregate amount of outstanding Loans; and (b) as of
August 15, 2001, in the event that the Total Commitment Amount is
greater than $200,000,000, Commitments shall be reduced in an amount
equal to the difference between the Total Commitment Amount and
$200,000,000.".
(e) SECTION 3.1.1 of the Credit Agreement shall be amended by
deleting Section 3.1.1(b) in its entirety and replacing it with the following:
"(b) the Borrower shall (i) immediately upon any
acceleration of any Loans pursuant to SECTION 8.2 or SECTION 8.3,
repay all Loans, unless, pursuant to SECTION 8.3, only a portion of
all Loans is so accelerated; (ii) within three Business Days
following the receipt of proceeds from (A) any sale or other
disposition of assets not in the ordinary course of business, make a
prepayment of the loans outstanding under the EME Revolvers, pro
rata based on the total commitment amounts outstanding under each
EME Revolver, in an aggregate amount in total equal to the lesser of
(x) 50% of the related Net Cash Proceeds or (y) the aggregate
principal amount of the loans under all of the EME Revolvers then
outstanding (and the commitments under the EME Revolvers shall
automatically be reduced, pro rata based on the total commitment
amounts outstanding under the EME Revolvers, by an amount in total
equal to 50% of the related Net Cash Proceeds) or (B) the sale or
issuance of any Capital Stock or Indebtedness of the Borrower after
the Amendment Effective Date, make a prepayment of the loans
outstanding under the EME Revolvers, pro rata based on the total
commitment amounts outstanding under each EME Revolver, in an
aggregate amount in total equal to the lesser of (x) 100% of the
related Net Cash Proceeds or (y) the aggregate principal amount of
the loans under all of the EME Revolvers then outstanding (and the
commitments under the EME Revolvers shall automatically be reduced,
pro rata based on the total commitment amounts outstanding under
each EME Revolver, by an aggregate amount in total equal to
AMENDMENT TWO
7
100% of the related Net Cash Proceeds); PROVIDED, HOWEVER, that the
prepayment requirement under this SECTION 3.1.1(b)(ii) shall not be
in effect if the Borrower has permanently reduced its outstanding
commitments and loans under the EME Revolvers to an amount in the
aggregate equal to or less than $850,000,000; and (iii) on August
15, 2001 in the event the Loans outstanding exceed $200,000,000 as
of such date, the Borrower shall prepay Loans in an amount equal to
the difference between the Loans outstanding on such date and
$200,000,000.".
(f) SECTION 7.1.1 of the Credit Agreement shall be amended by
deleting Section 7.1.1(c) in its entirety and replacing it with the following:
"(c) concurrently with the delivery of financial
statements referred to in SECTIONS 7.1.1.(a) AND 7.1.1(b), a
certificate, executed by the controller, treasurer or chief
financial officer of the Borrower, showing (in reasonable detail and
with appropriate calculations and computations in all respects
satisfactory to the Administrative Agent) compliance with the
financial covenants set forth in SECTION 7.2.10 and SECTION
7.2.11.".
(g) SECTION 7.2.1 of the Credit Agreement shall be amended by
deleting Section 7.2.1(b) in its entirety and replacing it with the following:
"(b) (i) Capitalized Lease Liabilities, (ii) other
secured Indebtedness of any kind whatsoever existing on the
Amendment Effective Date and (iii) after the Amendment Effective
Date, other secured Indebtedness, not to exceed $100,000,000 in the
aggregate; PROVIDED that any secured Indebtedness exceeding such
amount may be secured pursuant to SECTION 7.2.3(f); and".
(h) SECTION 7.2.3 of the Credit Agreement shall be amended by
deleting Section 7.2.3(f) and replacing it with the following:
"(f) Liens upon any property (other than direct or
indirect ownership interests of the Borrower in Major Projects,
except for those Liens on such ownership interests existing on the
Amendment Effective Date) at any time directly owned by the Borrower
to secure any Indebtedness of the nature described in CLAUSE (b) of
SECTION 7.2.1; and".
(i) SECTION 7.2.4 of the Credit Agreement shall be amended by
deleting Section 7.2.4 in its entirety and replacing it with the following:
"[INTENTIONALLY OMITTED]".
(j) SECTION 7.2.6 of the Credit Agreement shall be amended by
deleting the parenthetical "(including, without limitation, a Change in
Control)" following the word "thereto" in the second line of Section 7.2.6(c) of
the Credit Agreement.
(k) SECTION 7.2 of the Credit Agreement shall be amended by adding
the following sections:
AMENDMENT TWO
8
"Section 7.2.10 INTEREST COVERAGE. The Borrower will at
the end of each of its fiscal quarters maintain an Interest Coverage
Ratio for the immediately preceding four consecutive fiscal quarters
of the Borrower of not less than 1.50 to 1.00.
Section 7.2.11 RECOURSE DEBT TO RECOURSE CAPITAL RATIO.
The Borrower will at the end of each of its fiscal quarters maintain
a Recourse Debt to Recourse Capital Ratio of not more than 0.675 to
1.00.".
(l) SECTION 8.1.5 of the Credit Agreement shall be amended by
deleting Section 8.1.5 in its entirety and replacing it with the following:
"DEFAULT ON OTHER INDEBTEDNESS. (i) A default shall
occur in the payment when due (subject to any applicable grace
period), whether by acceleration or otherwise, of any Indebtedness
of the Borrower or (ii) a default shall occur in the performance or
observance of any obligation or condition with respect to such
Indebtedness (other than the EME Revolvers) if the effect of such
default is to accelerate the maturity of any such Indebtedness or
such default shall continue unremedied for any applicable period of
time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause
such Indebtedness to become due and payable prior to its expressed
maturity, in either case, such default having a principal amount,
individually or in the aggregate, in excess of $20,000,000 (other
than Indebtedness described in SECTION 8.1.1) or (iii) a default
shall occur in the performance or observance of any obligation or
condition with respect to any of the EME Revolvers (subject to any
applicable grace period).".
(m) SECTION 8.1.8 of the Credit Agreement shall be amended by
deleting Section 8.1.8 in its entirety and replacing it with the following:
"[INTENTIONALLY OMITTED]".
(n) ANNEX I of the Credit Agreement shall be deleted and replaced in
its entirety with Exhibit A hereto.
Section 3. CONDITIONS PRECEDENT. This Amendment shall not become
effective until the date (the "AMENDMENT EFFECTIVE DATE") on which each of the
following conditions precedent have been satisfied or will be satisfied
contemporaneously with this Amendment becoming effective:
(a) Delivery to the Administrative Agent of this Amendment
duly executed and delivered by the Borrower, the Administrative Agent and
each of the Lenders;
(b) The Administrative Agent shall have received opinions,
dated the Amendment Effective Date and addressed to the Administrative
Agent and the Lenders from (i) the in-house counsel to the Borrower and
(ii) the special California counsel to the
AMENDMENT TWO
9
Borrower. Each such opinion shall be in form and substance reasonably
satisfactory to the Administrative Agent;
(c) Delivery to the Administrative Agent of a certificate,
executed by the controller, treasurer or chief financial officer of the
Borrower, showing (in reasonable detail and with appropriate calculations
and computations in all respects satisfactory to the Administrative Agent)
compliance with the financial covenants set forth in SECTION 7.2.10 and
SECTION 7.2.11 as of the Amendment Effective Date;
(d) The representations and warranties of the Borrower as set
forth in the Credit Agreement shall be true and correct as of the
Amendment Effective Date after giving effect to the amendments
contemplated hereby (unless stated to be given as of an earlier date, in
which case such representation and warranty shall be true and correct only
as of such earlier date and except as set forth in the Borrower's Form
10-K for the fiscal year ended December 31, 2000 and the Borrower's Form
10-Q for the first quarter of 2001);
(e) As of the Amendment Effective Date, no Default shall have
occurred and be continuing after giving effect to this Amendment;
(f) Amendment Three to the March Credit Agreement will become
effective pursuant to the terms and conditions thereof contemporaneously
with this Amendment; and
(g) Delivery to the Lenders of a Supplemental Agreement duly
executed and delivered by the Borrower, the Administrative Agent and the
other intended parties, substantially in the form heretofore furnished to
the Lenders (and the Lenders hereby authorize the Administrative Agent to
execute such Supplemental Agreement).
Section 4. MISCELLANEOUS. Except as expressly amended hereby, all
of the terms and provisions of the Credit Agreement are and shall remain in
full force and effect. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. This Amendment shall be governed by, and
construed in accordance with, the law of the State of California.
AMENDMENT TWO
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective officers thereunto duly
authorized.
EDISON MISSION ENERGY
By: /s/ G. Xxxx Xxxxxx
------------------------------------------
Name: G. Xxxx Xxxxxx
Title: Treasurer
BANK OF AMERICA, N.A.,
as Administrative Agent and Lender
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
BARCLAYS BANK PLC
By: /s/ Sydney X. Xxxxxx
------------------------------------------
Name: Sydney X. Xxxxxx
Title: Director
KBC BANK N.V.
By: /s/ Xxxx-Xxxxxx Diels /s/ Xxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxx-Xxxxxx Diels Xxxxxx Xxxxxxxx
Title: First Vice President First Vice
President
TORONTO DOMINION (TEXAS) INC.
By: /s/ Xxxx X. Xxxxx
------------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
AMENDMENT TWO
S-2
UNICREDITO ITALIANO
By: /s/ Xxxxxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxxxxx Xxxxxxx Xxxxxx X. Xxxxx
Title: First Vice President Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director and
Head of Energy Group
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
AMENDMENT TWO
EXHIBIT A
EDISON MISSION ENERGY
PRICING GRID
=============================================================================================
XXXXX 0 XXXXX 0
BASIS FOR PRICING LT Senior Unsecured Debt Rated LT Senior Unsecured Debt Rated
At Least BBB By S&P AND Baa2 Less Than Level 1 But At Least
By Xxxxx'x. BBB- By S&P AND Baa3 By Xxxxx'x.
=============================================================================================
APPLICABLE MARGIN (BASE 50.00 bps 75.00 bps
RATE LOANS)
---------------------------------------------------------------------------------------------
APPLICABLE MARGIN (LIBO 150.00 bps 287.50 bps
RATE LOANS)
=============================================================================================
FACILITY FEE (1) 25.00 bps 37.50 bps
---------------------------------------------------------------------------------------------
DRAWN COST (2) LIBOR + 175.00 bps LIBOR + 325.00 bps
Base Rate + 75.00 bps Base Rate + 112.50 bps
---------------------------------------------------------------------------------------------
==============================================================================================
XXXXX 0 XXXXX 0
BASIS FOR PRICING LT Senior Unsecured Debt Rated LT Senior Unsecured Debt Rated
Less Than Xxxxx 0 Xxx Xx Xxxxx Xxxxx Xxxx Xxxxx 0.
BB+ By S&P AND Ba1 By Xxxxx'x.
==============================================================================================
APPLICABLE MARGIN (BASE 100.00 bps 150.00 bps
RATE LOANS)
----------------------------------------------------------------------------------------------
APPLICABLE MARGIN (LIBO 325.00 bps 400.00 bps
RATE LOANS)
==============================================================================================
FACILITY FEE (1) 50.00 bps 50.00 bps
----------------------------------------------------------------------------------------------
DRAWN COST (2) LIBOR + 375.00 bps LIBOR + 450.00 bps
Base Rate + 150.00 bps Base Rate + 200.00 bps
----------------------------------------------------------------------------------------------
(1) Paid quarterly in arrears on each bank's commitment
irrespective of usage.
(2) Facility Fee plus Applicable Margin.
bps = basis points per annum
AMENDMENT TWO
