AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.1

This Amendment No. 2 to Credit Agreement (this “Agreement”) dated as of September 30, 2003 is made by and among BLOCK COMMUNICATIONS, INC., an Ohio corporation (“Block” or the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”), each of the Lenders (as defined in the Credit Agreement, defined below) signatory hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.

W I T N E S S E T H:

WHEREAS, the Borrower, the Administrative Agent and each of the Lenders have entered into that certain Credit Agreement dated as of May 15, 2002, as amended by that certain Amendment No. 1 to Credit Agreement dated as of September 12, 2002 (as so amended, as hereby amended, and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms as used in this Agreement not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Borrower a revolving credit facility (including a letter of credit facility and a swing line facility) and two term loan facilities; and

WHEREAS, each of the Guarantors has entered into a Guaranty pursuant to which it has guaranteed certain or all of the obligations of the Borrower under the Credit Agreement and the other Loan Documents; and

WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to amend certain provisions of the Credit Agreement, including without limitation the pricing and amortization with respect to the Term Loan B Facility, and to convert the Outstanding Amount of the Term Loan A as of the date hereof into Outstanding Amounts under the Term Loan B, and the Administrative Agent and the Lenders have agreed so to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:


	(a) The definition of “Aggregate Term Loan A Commitments” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing the same with the following:


	“Aggregate Term Loan A Commitments” means, as at the date of determination thereof, the sum of all Term Loan A Commitments of all Lenders at such date, which sum shall not exceed (i) $20,000,000 until the Term Loan A Advance Expiration Date, and (ii) $0 thereafter.


	(b) The following new definition is hereby added to Section 1.01 of the Credit Agreement in its proper alphabetical order:


	“Amendment No. 2” means that certain Amendment No. 2 to this Agreement dated as of September 30, 2003 by and among the Borrower, the Administrative Agent and certain of the Lenders party thereto.


	(c) With respect to the definition of “Applicable Margin” in Section 1.01 of the Credit Agreement, the portion of the table contained therein labeled “Term Loan B” is hereby amended by (i) deleting each reference to “3.25%” therein and replacing the same with “2.75%” and (ii) deleting each reference to “2.25%” therein and replacing the same with “1.75%.”


	(d) The definition of “Term Loan B” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing the same with the following:


	“Term Loan B” means the loans made pursuant to the Term Loan B Facility in accordance with Section 2.01(b) and the portion of the Term Loan A converted to loans under the Term Loan B Facility pursuant to Amendment No. 2.


	(e) The definition of “Term Loan B Facility” in Section 1.01 of the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing the same with the following:


	“Term Loan B Facility” means the facility described in Section 2.01(b) providing for a Term Loan to the Borrower by the Term Loan B Lenders in the original principal amount of $75,000,000, plus the portion of the Term Loan A converted to a portion of the Term Loan B pursuant to Amendment No. 2.


	(f) Section 2.09(d) is hereby amended by deleting the table contained therein in its entirety and replaced such table with the following:


Date	Amount

September 30, 2002	$	187,500
December 31, 2002	$	187,500
March 30, 2003	$	187,500
June 30, 2003	$	187,500
September 30, 2003	$	187,500
December 31, 2003	$	212,500
March 30, 2004	$	212,500
June 30, 2004	$	212,500
September 30, 2004	$	212,500
December 31, 2004	$	212,500


Date	Amount

March 30, 2005	$	212,500
June 30, 2005	$	212,500
September 30, 2005	$	212,500
December 31, 2005	$	212,500
March 30, 2006	$	212,500
June 30, 2006	$	212,500
September 30, 2006	$	212,500
December 31, 2006	$	212,500
March 30, 2007	$	212,500
June 30, 2007	$	212,500
September 30, 2007	$	212,500
December 31, 2007	$	212,500
March 30, 2008	$	212,500
June 30, 2008	$	212,500
September 30, 2008	$	212,500
December 31, 2008	$	212,500
March 30, 2009	$	212,500
June 30, 2009	$	212,500
September 30, 2009	$	212,500
Term Loan B Maturity Date	The Outstanding Amount of the Term Loan B


	(g) Schedule 1.01(a) is hereby amended by deleting such schedule and replacing it with the revised Schedule 1.01(a) attached hereto as Annex I, reflecting the effectiveness of this Agreement.

2. Conversion of Term Loan A. As of the date of this Agreement and prior to giving effect to the terms hereof, the Outstanding Amount of the Term Loan A is $10,000,000 (the “Current TLA Outstanding Amount”) and the Outstanding Amount of the Term Loan B (after giving effect to the prepayment to be made pursuant to Section 2.09(d) of the Credit Agreement on September 30, 2003) is $70,491,500. Upon the effectiveness of this Agreement, (a) the Current TLA Outstanding Amount shall automatically be deemed to have been converted into an equal Outstanding Amount of the Term Loan B, such that the Outstanding Amount of the Term Loan B shall be increased by the Current TLA Outstanding Amount, and (b) each Term Loan A Lender holding a portion of the Current TLA Outstanding Amount shall (if it is not already also a Term Loan B Lender) automatically become a Term Loan B Lender, and (c) the Pro Rata Term B Share of the Term Loan B of each Term Loan B Lender shall be equal to the percentage computed (in each case after giving effect to the conversions described in subsections (a) and (b) above) as (x) such Term Loan B Lender’s Outstanding Amount of the Term Loan B divided by (y) the Outstanding Amount of the Term Loan B. After giving effect to this Section 2, the Outstanding Amount of the Term Loan A shall be $0, and the Outstanding Amount of the Term Loan B shall be $80,491,500. Nothing in this Section 2 or otherwise in this Agreement shall (i) affect the ability of the Borrower to request Loans under the Term Loan A Facility, up to the Aggregate Term Loan A Commitments to the Term Loan A Advance Expiration Date in accordance with Section 2.01(a) of the Credit Agreement, (ii) alter the status of any Term Loan A Lender (determined prior to giving effect to this Agreement) as a Term Loan A Lender with

respect to that portion of its Term Loan A Commitment still in effect on the date of this Agreement (after giving effect thereto), (iii) affect the amount of the Aggregate Term Loan A Commitments or the Term Loan A Commitment of any Term Loan A Lender in effect prior to the date of this Agreement, (iv) increase the Outstanding Amount of the Term Loan B of any Term Loan B Lender that is not also a Term Loan A Lender, (v) be interpreted to mean that the Term Loan A Maturity Date has occurred under part (b) of the definition thereof as a result of the conversion provided for in this Section 2, or (vi) affect the obligation of the Borrower to make the mandatory repayment of a portion of the Term Loan B pursuant to Section 2.09(d) on September 30, 2003.

3. Conditions Precedent. The effectiveness of this Agreement, the amendments to the Credit Agreement and the conversions of the Outstanding Amount of the Term Loan A herein provided, are subject to the satisfaction of the following conditions precedent:


	(a) The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:


	(i) thirteen (13) original counterparts of this Agreement, duly executed by the Borrower, the Administrative Agent, each Guarantor and the Required Lenders, together with all schedules and exhibits thereto duly completed;


	(ii) a Term Loan B Note for each Term Loan A Lender who was not a Term Loan B Lender prior to this Agreement, to the extent such Lender so requests;


	(iii) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent shall reasonably require; and


	(b) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) accrued to date shall have been paid in full.

4. Consent of the Guarantors. Each of the Guarantors has joined in the execution of this Agreement for the purposes of consenting hereto and for the further purpose of confirming its guaranty of the Obligations of the Borrower pursuant to the Guaranty to which such Guarantor is party. Each Guarantor hereby consents, acknowledges and agrees to the amendments of the Credit Agreement set forth herein and hereby confirms and ratifies in all respects the Guaranty and the other Loan Documents to which such Guarantor is a party and the enforceability of such Guaranty and other Loan Documents against such Guarantor in accordance with its terms.

5. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower and the Guarantors, as applicable, represent and warrant to the Administrative Agent and the Lenders as follows:


	(a) The representations and warranties made by the Borrower in Article V of the Credit Agreement (after giving effect to this Agreement) and in each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date;


	(b) There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2002; and

(c) The Persons appearing as Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Guaranty as a Guarantor;


	(d) This Agreement has been duly authorized, executed and delivered by the Borrower and Guarantors party hereto and constitutes a legal, valid and binding obligation of such parties, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally; and


	(e) After giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.

6. Entire Agreement. This Agreement, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall bind any party hereto, and not one of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or otherwise, except as permitted pursuant to Section 10.01 of the Credit Agreement.

7. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects by each party hereto and shall be and remain in full force and effect according to their respective terms.

8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

9. Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the state of New York.

10. Enforceability. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

11. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each of the Guarantors and Lenders, and their respective successors, assigns and legal representatives; provided, however, that neither the Borrower nor any Guarantor, without the prior consent of the Required Lenders, may assign any rights, powers, duties or obligations hereunder.

13. Expenses. The Borrower agrees to pay to the Administrative Agent all reasonable out-of-pocket expenses incurred or arising in connection with the negotiation and preparation of this Agreement.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Credit Agreement to be made, executed and delivered by their duly authorized officers as of the day and year first above written.


		BORROWER:

		BLOCK COMMUNICATIONS, INC.

		By:		/s/ Xxxxx Block

		Name:		Xxxxx Block
		Title:		Managing Director

		GUARANTORS:

		BUCKEYE CABLEVISION, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		ERIE COUNTY CABLEVISION, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		BUCKEYE TELESYSTEMS, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		CORPORATE PROTECTION SERVICES, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

Amendment No. 2
Signature Page 1


		COMMUNITY COMMUNICATION SERVICES, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		PG PUBLISHING COMPANY

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		MONROE CABLEVISION, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		LIMA COMMUNICATIONS CORPORATION

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		WLFI-TV, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

Amendment No. 2
Signature Page 2


		INDEPENDENCE TELEVISION COMPANY

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		TOLEDO AREA TELECOMMUNICATIONS SERVICES, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		METRO FIBER & CABLE CONSTRUCTION COMPANY

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		IDAHO INDEPENDENT TELEVISION, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

		CARS HOLDING, INC.

		By:		/s/ Xxxx X. Xxxxxx

		Name:		Xxxx X. Xxxxxx
		Title:		Asst. Secretary

Amendment No. 2
Signature Page 3


ACCESS TOLEDO, LTD.

By:	BLOCK COMMUNICATIONS, INC.

By:		/s/ Xxxx X. Xxxxxx

Name:		Xxxx X. Xxxxxx
Title:		Asst. Secretary

Amendment No. 2
Signature Page 4


		ADMINISTRATIVE AGENT:

		BANK OF AMERICA, N.A., as Administrative Agent

		By:		/s/ Xxxxxxx X. Xxxx

		Name:		Xxxxxxx X. Xxxx
		Title:		Principal

Amendment No. 2
Signature Page 5


		LENDERS:

		BANK OF AMERICA, N.A.

		By:		/s/ Xxxxxxx X. Xxxx

		Name:		Xxxxxxx X. Xxxx
		Title:		Principal

Amendment No. 2
Signature Page 6


		NATIONAL CITY BANK

		By:		/s/ Xxxxxxxxx Xxxxxxxx

		Name:		Xxxxxxxxx Xxxxxxxx
		Title:		Senior Vice President

Amendment No. 2
Signature Page 7


		FLEET NATIONAL BANK

		By:		/s/ Xxxxxxx Xxxxxxxxx

		Name:		Xxxxxxx Xxxxxxxxx
		Title:		Director

Amendment No. 2
Signature Page 8


		BANK OF MONTREAL

		By:		/s/ Xxxxxxx Xxxxxxxxx

		Name: Title:		Xxxxxxx Xxxxxxxxx Managing Director

Amendment No. 2
Signature Page 9


		COMERICA BANK

		By:		/s/ Xxxxxxx X. Xxxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxxx Assistant Vice President

Amendment No. 2
Signature Page 00


		XXX XXXX XX XXX XXXX

		By:		/s/ Xxxxxxx X. Xxxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxxx Vice-President

Amendment No. 2
Signature Page 11


		FIFTH THIRD BANK

		By:		/s/ Xxxxxxx X. Xxxxxx

		Name: Title:		Xxxxxxx X. Xxxxxx Executive Vice President

Amendment No. 2
Signature Page 12


		STANDARD FEDERAL BANK N.A.

		By:		/s/ Xxxxx X. Xxxxxxxx

		Name: Title:		Xxxxx X. Xxxxxxxx Vice President

Amendment No. 2
Signature Page 13


		GENERAL ELECTRIC CAPITAL CORPORATION

		By:		/s/ Xxxxxxx Xxxxx

		Name: Title:		Xxxxxxx Xxxxx Manager, Operations

Amendment No. 2
Signature Page 14


		ATRIUM CDO

		By:		/s/ Xxxxxx X. Xxxxxxx

		Name: Title:		Xxxxxx X. Xxxxxxx Authorized Signatory

Amendment No. 2
Signature Page 15


BIG SKY SENIOR LOAN FUND, LTD.

By:	Xxxxx Xxxxx Management, as Investment Advisor

By:		/s/ Xxxxx X. Page

Name: Title:		Xxxxx X. Page Vice President

Amendment No. 2
Signature Page 16


BRYN MAWR CLO, LTD.

By:	Deerfield Capital Management LLC, as its Collateral Manager

By:		/s/ Xxxx X. Xxxxxxxxx

Name: Title:		Xxxx X. Xxxxxxxxx Xx. Vice President

Amendment No. 2
Signature Page 17


CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.

By:	Travelers Asset Management International Company, LLC

By:		/s/ Xxxxxxx X. Xxxxxxx

Name: Title:		Xxxxxxx X. Xxxxxxx Investment Officer

Amendment No. 2
Signature Page 18


COSTANTINUS XXXXX XXXXX CDO V, LTD.

By:	Xxxxx Xxxxx Management,
	as Investment Advisor

By:		/s/ Xxxxx X. Page

Name:		Xxxxx X. Page
Title:		Vice President

Amendment No. 2
Signature Page 19


XXXXX XXXXX CDO III, LTD.

By:	Xxxxx Xxxxx Management,
	as Investment Advisor

By:		/s/ Xxxxx X. Page

Name:		Xxxxx X. Page
Title:		Vice President

Amendment No. 2
Signature Page 20


XXXXX XXXXX CDO IV, LTD.

By:	Xxxxx Xxxxx Management,
	as Investment Advisor

By:		/s/ Xxxxx X. Page

Name:		Xxxxx X. Page
Title:		Vice President

Amendment No. 2
Signature Page 21


XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND

By:	Xxxxx Xxxxx Management,
	as Investment Advisor

By:		/s/ Xxxxx X. Page

Name:		Xxxxx X. Page
Title:		Vice President

Amendment No. 2
Signature Page 22


XXXXX XXXXX SENIOR INCOME TRUST

By:	Xxxxx Xxxxx Management,
	as Investment Advisor

By:		/s/ Xxxxx X. Page

Name:		Xxxxx X. Page
Title:		Vice President

Amendment No. 2
Signature Page 23


GALLATIN FUNDING I LTD.

By:	Bear Xxxxxxx Asset Management, Inc.,
	as its Collateral Manager

By:		/s/ Xxxx X. Xxxxxxxxx

Name:		Xxxx X. Xxxxxxxxx
Title:		Associate Director

Amendment Xx. 0
Xxxxxxxxx Xxxx 00


XXXXXXX & XX.

Xx:	Boston Management and Research,
	as Investment Advisor

By:		/s/ Xxxxx X. Page

Name:		Xxxxx X. Page
Title:		Vice President

Amendment No. 2
Signature Page 25


ING PRIME RATE TRUST

By:	ING Investments, LLC.,
	as its Investment Manager

By:		/s/ Xxxxxxx X. Xxxxxxx

Name:		Xxxxxxx X. Xxxxxxx
Title:		Senior Vice President

Amendment No. 2
Signature Page 26


LANDMARK II CDO LIMITED

By:	Aladdin Asset Management LLC,
	as Manager

By:		/s/ Xxxxxx Xxxxxxx, CFA

Name:		Xxxxxx Xxxxxxx, CFA
Title:		Authorized Signatory

Amendment No. 2
Signature Page 27


		OCTAGON INVESTMENT PARTNERS III, LTD.

		By:		Octagon Credit Investors, LLC, as Portfolio Manager

		By:		/s/ Xxxxxxx X. Xxxxxxxxx

		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Portfolio Manager

Amendment No. 2
Signature Page 28


		OCTAGON INVESTMENT PARTNERS V, LTD.

		By:		Octagon Credit Investors, LLC, as Portfolio Manager

		By:		/s/ Xxxxxxx X. Xxxxxxxxx

		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Portfolio Manager

Amendment No. 2
Signature Page 29


		OCTAGON INVESTMENT PARTNERS VI, LLC

		By:		Octagon Credit Investors, LLC, as Collateral Manager

		By:		/s/ Xxxxxxx X. Xxxxxxxxx

		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Portfolio Manager

Amendment No. 2
Signature Page 30


		OLYMPIC FUNDING TRUST, SERIES 1999-1

		By:		/s/ Xxxxx X. Xxxxx

		Name:		Xxxxx X. Xxxxx
		Title:		Authorized Agent

Amendment No. 2
Signature Page 31


		OXFORD STRATEGIC INCOME FUND

		By:		Xxxxx Xxxxx Management, as Investment Advisor

		By:		/s/ Xxxxx X. Page

		Name:		Xxxxx X. Page
		Title:		Vice President

Amendment No. 2
Signature Page 32


		ROSEMONT CLO, LTD.

		By:		Deerfield Capital Management LLC, as its Collateral Manager

		By:		/s/ Xxxx X. Xxxxxxxxx

		Name:		Xxxx X. Xxxxxxxxx
		Title:		Sr. Vice President

Amendment No. 2
Signature Page 33


		SENIOR DEBT PORTFOLIO

		By:		Boston Management and Research, as Investment Advisor

		By:		/s/ Xxxxx X. Page

		Name:		Xxxxx X. Page
		Title:		Vice President

Amendment No. 2
Signature Page 34

Annex I
(to Amendment No. 2 to Credit Agreement)

Schedule 1.01(a)
(to Credit Agreement)

COMMITMENTS
AND PRO RATA SHARES


	Revolving Credit		Pro Rata			Term Loan A
Lender	Commitment		Revolving Share			Commitment

Atrium CDO
Bank of America, N.A.	$	10,370,000.00		12.200000000	%	$	2,440,000.00
Bank of Montreal		9,520,000.00		11.000000000	%		2,240,000.00
Bank of New York		8,500,000.00		10.000000000	%		2,000,000.00
Big Sky Senior Loan Fund Ltd.
Bryn Mawr CLO Ltd.
Citigroup Investments Corporate
Comerica Bank		9,520,000.00		11.200000000	%		2,240,000.00
Costantinus Xxxxx Xxxxx CDO V, Ltd.
Xxxxx Xxxxx CDO III Ltd.
Xxxxx Xxxxx CDO IV Ltd.
Xxxxx Xxxxx Institutional Senior
Xxxxx Xxxxx Senior Income Trust
Fifth Third Bank		9,520,000.00		11.200000000	%		2,240,000.00
Fleet National Bank		10,200,000.00		12.000000000	%		2,400,000.00
Gallatin Funding I Ltd.
General Electric Capital Corp.		8,500,000.00		10.000000000	%		2,000,000.00
Xxxxxxx & Co.
ING Prime Rate Trust
Landmark II CDO Limited
National City Bank		10,370,000.00		12.200000000	%		2,440,000.00
Octagon Investment Partners III Ltd.
Octagon Investment Partners IV Ltd.
Octagon Investment Partners VI LLC
Olympic Funding Trust Series 1999-1
Oxford Strategic Income Fund
Rosemont CLO Ltd.
Senior Debt Portfolio
Standard Federal Bank NA		8,500,000.00		10.000000000	%		2,000,000.00

TOTAL	$	85,000,000.00		100.000000000	%	$	20,000,000.00

[Additional columns below]

[Continued from above table, first column(s) repeated]


	Pro Rata					Pro Rata
Lender	Term A Share			Term Loan B		Term B Share

Atrium CDO				$	1,879,773.33		2.335368741	%
Bank of America, N.A.		12.200000000	%		1,220,000.00		1.000000000	%
Bank of Montreal		11.000000000	%		3,469,716.67		4.000000000	%
Bank of New York		10.000000000	%		1,000,000.00		1.242367206	%
Big Sky Senior Loan Fund Ltd.					1,877,417.74		2.332442233	%
Bryn Mawr CLO Ltd.					1,879,773.33		2.335368741	%
Citigroup Investments Corporate					939,886.67		1.167684377	%
Comerica Bank		11.200000000	%		3,469,716.67		4.310662207	%
Costantinus Xxxxx Xxxxx CDO V, Ltd.					3,289,603.33		4.086895300	%
Xxxxx Xxxxx CDO III Ltd.					939,886.67		1.167684377	%
Xxxxx Xxxxx CDO IV Ltd.					1,879,773.33		2.335368741	%
Xxxxx Xxxxx Institutional Senior					1,879,773.33		2.335368741	%
Xxxxx Xxxxx Senior Income Trust					939,886.67		1.167684377	%
Fifth Third Bank		11.200000000	%		1,120,000.00		1.391451271	%
Fleet National Bank		12.000000000	%		5,899,433.33		7.329262506	%
Gallatin Funding I Ltd.					4,699,433.33		5.838421858	%
General Electric Capital Corp.		10.000000000	%		5,699,433.33		7.080789065	%
Xxxxxxx & Co.					5,167,021.08		6.419337545	%
ING Prime Rate Trust					2,819,660.00		3.503053117	%
Landmark II CDO Limited					2,343,827.64		2.911894598	%
National City Bank		12.200000000	%		8,739,093.33		10.857162968	%
Octagon Investment Partners III Ltd.					4,699,433.33		5.838421858	%
Octagon Investment Partners IV Ltd.					4,240,090.23		5.267749054	%
Octagon Investment Partners VI LLC					939,886.67		1.167684377	%
Olympic Funding Trust Series 1999-1					1,409,830.00		1.751526559	%
Oxford Strategic Income Fund					469,943.33		0.583842182	%
Rosemont CLO Ltd.					469,943.33		0.583842182	%
Senior Debt Portfolio					4,229,490.00		5.254579676	%
Standard Federal Bank NA		10.000000000	%		2,879,773.33		3.577735947	%

TOTAL		100.000000000	%	$	80,491,500.00		100.000000000	%

Annex I to amendment No. 2

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AMENDMENT NO. 2 TO CREDIT AGREEMENT

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