1
EXHIBIT 10.1.7
AMENDMENT NO. 7 TO CREDIT AGREEMENT
This AMENDMENT No. 7 TO CREDIT AGREEMENT (this "Amendment"), is
made and entered into as of December 27, 1999, among COMMUNICATIONS & POWER
INDUSTRIES, INC. (the "Borrower"), COMMUNICATIONS & POWER INDUSTRIES HOLDING
CORPORATION, CPI SUBSIDIARY HOLDINGS INC., COMMUNICATIONS & POWER INDUSTRIES
INTERNATIONAL INC., COMMUNICATIONS & POWER INDUSTRIES ASIA INC., COMMUNICATIONS
& POWER INDUSTRIES ITALIA S.R.L., COMMUNICATIONS & POWER INDUSTRIES EUROPE
LIMITED, COMMUNICATIONS & POWER INDUSTRIES CANADA INC., COMMUNICATIONS & POWER
INDUSTRIES AUSTRALIA PTY LIMITED, CPI SALES CORP. (collectively, the
"Obligors"), BANKERS TRUST COMPANY, as agent (the "Agent"), and the various
lenders (the "Lenders") from time to time party to the Credit Agreement, dated
as of August 11, 1995 (as amended by Amendment No. 1, dated as of December 31,
1996, Amendment No. 2, dated as of April 1, 1997, Amendment No. 3, dated as of
June 27, 1997, Amendment No. 4, dated as of October 6, 1998, Amendment No. 5,
dated as of February 12, 1999, and Amendment No. 6, dated as of July 26, 1999,
the "Agreement"), among the Obligors, the Agent and the Lenders.
W I T N E S S E T H:
WHEREAS, pursuant to Amendment No. 6 to Credit Agreement and
Limited Waiver, dated as of July 26, 1999 (as amended, "Amendment No. 6"), among
the Obligors, the Agent and the Lenders, the Lenders agreed, on the terms and
subject to the conditions set forth therein, to waive certain Defaults under the
Agreement (the "July Covenant Defaults") for a limited period ending not later
than December 31, 1999 (the "Waiver Expiration Date") unless an amendment to the
Agreement pursuant to which the July Covenant Defaults shall be permanently
waived and the Loans, or any terms or covenants relating thereto, shall be
restructured (a "Restructuring Amendment") shall have become effective prior to
the Waiver Expiration Date;
WHEREAS, pursuant to the Amendment and Limited Waiver, dated as
of September 22, 1999 (as amended, the "September Limited Waiver"), among the
Obligors, the Agent and the Lenders, the Lenders agreed, on the terms and
subject to the conditions set forth therein, to waive certain Defaults under the
Agreement (the "September Covenant Defaults" and, together with the July
Covenant Defaults, the "Covenant Defaults") for a limited period ending not
later than the Waiver Expiration Date unless the Restructuring Amendment shall
have become effective prior to the Waiver Expiration Date; and
WHEREAS, pursuant to this Amendment, which is the Restructuring
Amendment referred to above, the Obligors, the Agent and the Lenders desire to
(i) permanently waive the Covenant Defaults and (ii) amend certain provisions of
the Agreement to, inter alia, extend the Commitment Termination Date with
respect to the Revolving Credit Loan, increase the interest rates applicable to
all Loans and modify the financial covenants contained in Annex F to the
Agreement.
NOW, THEREFORE, in consideration of the foregoing, the premises
and mutual covenants contained herein and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
2
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given thereto in the Agreement.
2. Effectiveness of this Amendment. This Amendment shall become
effective and the Agreement shall be amended as provided herein on the first
date (the "Effective Date") on which each of the following conditions shall be
satisfied or waived:
(a) Execution of Amendment. Each Obligor (other than CPI Sales
Corp., a Barbados corporation ("CPI Sales Corp.")), the Agent, the
Requisite Lenders and, for purposes of Section 3(c) of this Amendment,
each Lender that has a Revolving Credit Commitment shall have executed a
copy of this Amendment (whether the same or different copies) and shall
have delivered the same to the Agent.
(b) Reaffirmation. Each Guarantor (other than CPI Sales Corp.)
shall have executed and delivered to the Agent a counterpart to the
Reaffirmation of Guaranty in substantially the form attached hereto as
Exhibit A (the "Reaffirmation of Guaranty"). Each Pledgor (as such term
is defined in the Pledge Agreement) shall have executed and delivered to
the Agent a counterpart to the Reaffirmation of Pledge Agreement in
substantially the form attached hereto as Exhibit B (the "Reaffirmation
of Pledge Agreement").
(c) Opinion of Counsel. The Lenders shall have received from
Irell & Manella LLP, special US counsel to certain of the Obligors, the
Guarantors and the Pledgors, an opinion addressed to the Agent and each
of the Lenders and dated the Effective Date covering the matters set
forth in Exhibit C.
(d) Governing Documents; Proceedings.
(i) The Lenders shall have received a certificate of the
Secretary or an Assistant Secretary of each Obligor, Guarantor
and Pledgor (in each case, other than CPI Sales Corp.), dated
the Effective Date, certifying (A) that the Articles or
Certificate of Incorporation (or similar organizational
document) and Bylaws of such Obligor, Guarantor or Pledgor, as
the case may be, previously delivered to the Lenders are true,
correct and complete, have not been amended and remain in effect
on the Effective Date, (B) that attached thereto is a true,
complete and correct and complete copy of resolutions duly
adopted by the Board of Directors of such Obligor, Guarantor or
Pledgor, as the case may be, which resolutions remain in full
force and effect without amendment or modification and which
authorize the execution, delivery and performance by such
Obligor, Guarantor or Pledgor, as the case may be, of the Loan
Documents to which it is a party (as such Loan Documents are
amended, modified and supplemented by this Amendment, the
Reaffirmation of Guaranty and the Reaffirmation of Pledge
Agreement) and the consummation of the transactions contemplated
hereby and thereby, (C) that no proceedings have been commenced
for the dissolution or liquidation of such Obligor, Guarantor or
Pledgor, as the case may be, and (D) the incumbency, signature
and authority of the officer of such Obligor, Guarantor or
Pledgor, as the case may be, who will execute and deliver this
Amendment, the Reaffirmation of Guaranty and/or the
Reaffirmation of Pledge Agreement.
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(ii) The Lenders shall have received a certificate,
dated the Effective Date, of an officer of each Obligor,
Guarantor and Pledgor (in each case, other than CPI Sales Corp.)
certifying that the representations and warranties of such
Person contained in the Loan Documents to which such Person is a
party (as such Loan Documents are amended, modified and
supplemented by this Amendment, the Reaffirmation of Guaranty
and the Reaffirmation of Pledge Agreement) are true and correct
in all material respects as of the Effective Date with the same
effect as though such representations and warranties had been
made on and as of the Effective Date (except for such
representations and warranties made as of a specified date,
which shall be true and correct in all material respects as of
such specified date).
(e) No Litigation. The Requisite Lenders and each Lender that
has a Revolving Credit Commitment shall be satisfied that, on the
Effective Date, no judgment, order, injunction or other restraint shall
have been issued or filed which restrains, and no hearing seeking
injunctive relief or other restraint is pending or has been noticed
which seeks to restrain, the Obligors, the Guarantors and the Pledgors
from consummating the transactions described in, or from performing any
of their respective obligations under, the Loan Documents (as such Loan
Documents are amended, modified and supplemented by this Amendment, the
Reaffirmation of Guaranty and the Reaffirmation of Pledge Agreement).
(f) No Default; Representations and Warranties. The Requisite
Lenders and each Lender that has a Revolving Credit Commitment shall be
satisfied that, on the Effective Date and after giving effect to this
Amendment, the Reaffirmation of Guaranty and the Reaffirmation of Pledge
Agreement, (i) there shall exist no Default or Event of Default and (ii)
the representations and warranties of each Obligor, each Guarantor and
each Pledgor contained in the Loan Documents to which such Person is a
party are true and correct in all material respects as of the Effective
Date with the same effect as though such representations and warranties
had been made on and as of the Effective Date (except for such
representations and warranties made as of a specified date, which shall
be true and correct in all material respects as of such specified date).
(g) Consent Fee. For consenting to the amendments contained in
this Amendment, the Lenders that execute this Amendment shall have
received on the Effective Date the following fees:
(i) each Lender that executes this Amendment shall have
received a fee in immediately available funds equal to the
product of (A) 0.375% and (B) the aggregate amount of such
Lender's Commitments; provided that the amount of the fee
payable to each such Lender hereunder shall be reduced by the
amount of the fee heretofore received by such Lender pursuant to
Section 2(b) of Amendment No. 6; and
(ii) each Lender that has a Revolving Credit Commitment
shall have received a fee (in addition to the fee payable
pursuant to the immediately
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preceding clause (i)) in immediately available funds equal to
the product of (A) 0.125% and (B) the amount of such Lender's
Revolving Credit Commitment.
(h) Other Payments. The Agent and each Lender shall have
received all other amounts, if any, amounts owing from the Obligors to
such Person through and including the Effective Date.
3. Amendments. As of the Effective Date:
(a) The defined term "Applicable Base Rate Margin" set forth in
Annex A to the Agreement shall be amended and restated in its entirety
as follows:
"Applicable Base Rate Margin" shall mean a rate per annum
determined as follows: (a) in the case of the Revolving Credit
Loan and the Term Loan A, from December 27, 1999 until the date
that a Margin Determination Certificate is thereafter delivered
pursuant to SECTION 1.8(c), the Applicable Base Rate Margin
shall be 1.50% per annum, and on and after the date that such
Margin Determination Certificate is delivered, as of any date of
determination, the Applicable Base Rate Margin shall be (i) the
rate per annum set forth in the table below opposite Borrower's
Interest Coverage Ratio for the immediately preceding four
fiscal quarters as set forth in the applicable Margin
Determination Certificate:
Applicable Base Rate Margin
Revolving
Credit Loan
Interest Coverage Ratio Term Loan A
----------------------- -----------
Less than 2.00:1 1.50%
Greater than or equal to
2.00:1 but less than 2.75:1 1.25%
Greater than or equal to
2.75:1 but less than 3.50:1 1.00%
Greater than or equal to 3.50:1 0.75%
or (ii) in the event that a Margin Determination
Certificate is not delivered at the time required pursuant
to SECTION 1.8(c), the Applicable Base Rate Margin shall be
1.50% per annum and (b) in the case of Term Loan B, 2.00%
per annum; provided, however, in the case of Swingline
Loans, the "Applicable Base Rate Margin" shall be 0.50%
less than the rate determined pursuant to clause (a)
above."
(b) The defined term "Applicable Eurodollar Rate Margin" set
forth in Annex A to the Agreement shall be amended and restated in its
entirety as follows:
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"Applicable Eurodollar Rate Margin" shall mean a rate per annum
determined as follows: (a) in the case of the Revolving Credit
Loan and the Term Loan A, from December 27, 1999 until the date
that a Margin Determination Certificate is thereafter delivered
pursuant to SECTION 1.8(c), the Applicable Eurodollar Rate
Margin shall be 3.00% per annum, and on and after the date that
such Margin Determination Certificate is delivered, as of any
date of determination, the Applicable Eurodollar Rate Margin
shall be (i) the rate per annum set forth in the table below
opposite Borrower's Interest Coverage Ratio for the immediately
preceding four fiscal quarters as set forth in the applicable
Margin Determination Certificate:
Applicable Eurodollar Rate Margin
---------------------------------
Revolving
Credit Loan
Interest Coverage Ratio Term Loan A
----------------------- -----------
Less than 2.00:1 3.00%
Greater than or equal to
2.00:1 but less than 2.75:1 2.75%
Greater than or equal to
2.75:1 but less than 3.50:1 2.50%
Greater than or equal to 3.50:1 2.25%
or (ii) in the event that a Margin Determination
Certificate is not delivered at the time required pursuant
to SECTION 1.8(c), the Applicable Eurodollar Rate Margin
shall be 3.00% per annum and (b) in the case of Term Loan
B, 3.50% per annum."
(c) The reference to "August 11, 2000" contained in clause (a)
of the defined term "Commitment Termination Date" set forth in Annex A
to the Agreement shall be amended to read "January 2, 2001".
(d) Paragraph 1 of Annex D to the Credit Agreement shall be
amended (i) by inserting a "," in place of the word "and" which appears
immediately preceding clause (vi) thereof and (ii) by inserting a new
clause (vii) immediately following the end of such clause (vi) as
follows:
"and (vii) a certification of the Chief Financial Officer of
Borrower that Borrower is or is not, as the case may be, in
compliance with the financial covenant set forth in paragraph 4
of Annex F to the Agreement and showing in reasonable detail the
calculations used in determining such compliance or
non-compliance".
(e) Paragraph 2 of Annex D to the Credit Agreement shall be
amended by deleting clause (i) thereof in its entirety and substituting
the following therefor:
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"(i) a copy of the internally prepared Consolidated income
statement, statement of cash flows and balance sheet, each of
which will provide comparisons to the forecasts and projections
delivered to the Agent and the Lenders by the Borrower on
December 8, 1999 for that monthly period and the year to date
period, and to actual results for the corresponding monthly
period and the year to date period during the prior year, and
copies of its internally prepared financial statements of each
division of the Borrower, all in a format consistent with the
forecasts and projections delivered to the Agent and the Lenders
by the Borrower on July 12, 1999;"
(f) Paragraphs 1, 2 and 3 contained in Annex F to the Agreement
shall be amended and restated as set forth in Annex I hereto.
(g) Paragraph 4 contained in Annex F to the Agreement shall be
renumbered as paragraph 5 and a new paragraph 4, as set forth in Annex
II hereto, shall be inserted into such Annex F immediately following
paragraph 3 thereof.
(h) Annex F to the Agreement shall be amended by adding the
following defined term immediately following the defined term "Leverage
Ratio":
"Monthly Test Period" shall mean, as of the end of any Fiscal
Month, the immediately preceding twelve (12) Fiscal Months,
including the Fiscal Month then ending, taken as one period."
4. Additional Agreements. Without limiting any of the
restrictions otherwise contained in the Agreement, from and after the date
hereof and until the Termination Date, no Obligor shall:
(i) directly or indirectly, by operation of law or otherwise,
enter into a merger, acquisition or joint venture for the purposes
described in clause (c) of Section 6.1 of the Agreement;
(ii) enter into any transactions described in clauses (c), (f)
or (j) of the defined term "Permitted Affiliate Transactions" set forth
in Annex A to the Agreement other than:
(x) a loan from Borrower to Mr. Bart Petrini, Chief
Executive Officer of Borrower, in the amount of $80,000 for the
purpose of enabling Mr. Petrini to acquire Stock in Parent under
the 1995 Management Equity Plan (or any successor thereto or
replacement thereof) (the "Petrini Loan") pursuant to clause (f)
of such defined term; and
(y) payments of annual fees and reasonable and customary
fees for financial advisory and investment banking services
provided to Borrower and its Subsidiaries in accordance with the
provisions of the Management Services Agreement pursuant to
clause (j) of such defined term, provided that, although such
fees may be accrued, they shall be payable in any Fiscal Quarter
only if, at the time of the payment of any such fees,
Consolidated EBITDA exceeds $34,000,000 for the two immediately
preceding Test Periods and then only in an aggregate amount
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not to exceed in such Fiscal Quarter the amount by which
Consolidated EBITDA for the immediately preceding Test Period
exceeds $34,000,000;
(iii) create, incur, assume or permit to exist any Indebtedness
described in clauses (i) or (o) of the defined term "Permitted
Indebtedness" set forth in Annex A to the Agreement other than:
(x) any such Indebtedness existing on or before June 30,
1999; and
(y) any such Indebtedness described in clause (i) of the
defined term "Permitted Indebtedness" arising from the
obligation of Parent to repurchase (other than as a result of
any act or omission of any Obligor) any Stock, Stock options or
Stock equivalents from any employee or officer of any Obligor
pursuant to the terms of the 1995 Management Equity Plan (or any
successor thereto or replacement thereof) in connection with a
"put" of any such Stock, Stock options or Stock equivalents to
the relevant Obligor thereunder, provided that no repurchases in
connection with any such "put" shall be made except in
accordance with Section 4(v)(w) below.
(iv) make any investment in, or make or accrue loans or advances
of money or extend credit to, any Person, through the direct or indirect
holding of securities or otherwise, or purchase or acquire any stock,
obligations or securities of, or make any capital contribution to, any
Person for the purposes described in clauses (e) or (g) of the defined
term "Permitted Investments" set forth in Annex A to the Agreement
(other than the Petrini Loan pursuant to clause (e) of such defined
term); or
(v) make any investments, incur any Indebtedness or otherwise
make any payments for the purposes described in clause (b) of Section
6.14 of the Agreement other than:
(w) repurchases of Stock, Stock equivalents, or Stock
options from employees or officers of any Obligor pursuant to
sub-clause (ii) of such clause (b), provided that such
repurchases shall be permitted in any Fiscal Quarter only if, at
the time of any such repurchases, Consolidated EBITDA exceeds
$34,000,000 for the two immediately preceding Test Periods and
the aggregate amount of such repurchases in such Fiscal Quarter
does not exceed the amount by which Consolidated EBITDA for the
immediately preceding Test Period exceeds $34,000,000;
(x) the Petrini Loan pursuant to sub-clause (iii)(A) of
such clause (b);
(y) the payments described in sub-clauses (iii)(B) and
(iii)(D) of such clause (b); and
(z) the payment pursuant to sub-clause (iii)(C) of such
clause (b) of fees in accordance with the provisions of the
Management Services Agreement, provided that, although such fees
may be accrued, they shall be payable in any Fiscal Quarter only
if, at the time of the payment of any such fees, Consolidated
EBITDA exceeds
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$34,000,000 for the two immediately preceding Test Periods and
then only in an aggregate amount not to exceed in such Fiscal
Quarter the amount by which Consolidated EBITDA for the
immediately preceding Test Period exceeds $34,000,000;
provided, that (I) nothing in this Section 4 shall limit or restrict the ability
of Parent to make payments to reimburse the reasonable expenses of LGP in
accordance with the provisions of the Management Services Agreement to the
extent otherwise permitted under the terms of the Agreement and (II) in the
event that the certification required pursuant to clause (ii) of paragraph 3 of
Annex D to the Agreement for any Fiscal Quarter is not delivered at the time
required, Consolidated EBITDA for the Test Period determined as of the last day
of the applicable Fiscal Quarter shall be deemed to be less than $34,000,000.
5. CPI Sales Corp. The Borrower represents to the Agent and to
each of the Lenders that, on and as of the Effective Date, CPI Sales Corp. does
not own or hold any material assets or conduct any material business. No later
than 30 days after the Effective Date, the Borrower shall cause CPI Sales Corp.
to duly authorize, execute and deliver to the Agent a counterpart of this
Amendment and the Reaffirmation of Guaranty, together with certificates
certifying as to the matters set forth in Section 2(d) of this Agreement. Until
such time as CPI Sales Corp. shall have delivered to the Agent the executed
counterparts and certificates in accordance with the immediately preceding
sentence, the Borrower covenants and agrees that it shall not permit CPI Sales
Corp. to own or hold any material assets or conduct any material business.
6. Covenant Default Waiver. As of the Effective Date, the Lenders
permanently waive each of the Covenant Defaults to the extent and as
specifically set forth in Amendment No. 6 and in the September Limited Waiver,
as the case may be, and agree that the provisions in Amendment No. 6 and in the
September Limited Waiver for the expiration of the waivers of the Covenant
Defaults shall have no further force and effect.
7. Representations and Warranties. Each Obligor makes, as of the
Effective Date, each of the representations and warranties set forth in Section
3 of the Agreement, and such representations and warranties are, by this
reference, incorporated herein as if set forth herein in their entirety,
provided that references to "Loan Documents" shall, for purposes of this
paragraph, be deemed to include this Amendment, the Reaffirmation of Guaranty
and the Reaffirmation of Pledge Agreement.
8. Miscellaneous.
(a) The waiver given in Section 5 hereof is made once only with
respect to the specific provisions of the Agreement set forth above and is made
only to the extent and for the limited purpose and period described herein. Such
waiver is not to be construed as a waiver for any purpose other than as
specifically set forth in this Amendment and shall not constitute an agreement
or obligation of the Agent or any Lender to grant any other or any future
waiver. No waiver of the Covenant Defaults hereunder shall suspend, waive or
effect any other Default or Event of Default under the Agreement.
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(b) Except as expressly modified by this Amendment, the Agreement
and Schedules and Annexes thereto shall continue to be and remain in full force
and effect in accordance with their terms. Any future reference to the Agreement
and Schedules and Annexes thereto shall, from and after the Effective Date, be
deemed to be a reference to the Agreement and Schedules and Annexes thereto as
amended by this Amendment.
(c) This Amendment may be executed in any number of counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute but one instrument.
(d) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS
OF LAW RULES.
(e) This Amendment may be executed by facsimile signature and
each such signature shall be treated in all respects as having the same effect
as an original signature.
(f) Each Obligor hereby ratifies, affirms, acknowledges and
agrees that the Agreement (as modified herein) and each of the other Loan
Documents to which it is a party constitute its valid, binding and enforceable
obligations, and each such Obligor further acknowledges that there are no
existing claims, counterclaims, defenses or rights of setoff whatsoever with
respect to the Agreement (as modified herein) or any of the other Loan
Documents.
(g) Each Obligor fully, finally, and absolutely and forever
releases and discharges the Agent and each Lender and their present and former
directors, shareholders, officers, employees, agents, representatives,
successors and assigns, and their separate and respective heirs, personal
representatives, successors and assigns, from any and all actions, causes of
action, claims, debts, damages, demands, liabilities, obligations, and suits, of
whatever kind or nature, in law or equity of such Obligor, whether now known or
unknown to such Obligor, and whether contingent or matured, (i) in respect of
the Loans, the Loan Documents, or the actions or omissions of the Agent and the
Lenders in respect of the Loans or the Loan Documents and (ii) arising from
events occurring prior to the date of this Amendment.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
COMMUNICATIONS & POWER
INDUSTRIES, INC.
By /s/ Lynn E. Harvey
-------------------------------------
Name Lynn E. Harvey
Title: Chief Financial Officer,
Treasurer and Secretary
COMMUNICATIONS & POWER
INDUSTRIES HOLDING CORPORATION
By /s/ Lynn E. Harvey
-------------------------------------
Name Lynn E. Harvey
Title: Chief Financial Officer,
Treasurer and Secretary
CPI SUBSIDIARY HOLDINGS INC.
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: Secretary
11
COMMUNICATIONS & POWER
INDUSTRIES INTERNATIONAL INC.
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: Secretary
COMMUNICATIONS & POWER
INDUSTRIES ASIA INC.
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: Treasurer
COMMUNICATIONS & POWER
INDUSTRIES ITALIA S.R.L.
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: (Per Power of Attorney)
COMMUNICATIONS & POWER
INDUSTRIES EUROPE LIMITED
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: Secretary
12
COMMUNICATIONS & POWER
INDUSTRIES CANADA INC.
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: Vice President
COMMUNICATIONS & POWER
INDUSTRIES AUSTRALIA
PTY LIMITED
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: (Per Power of Attorney)
CPI SALES CORP.
By /s/ Lynn E. Harvey
-------------------------------------
Name: Lynn E. Harvey
Title: Secretary and Treasurer
BANKERS TRUST COMPANY,
as Lender and as Agent
By /s/ Mary Jo Jolly
-------------------------------------
Name: Mary Jo Jolly
Title: Assistant Vice President
13
DRESDNER BANK AG,
New York and Grand Cayman Branches
By /s/ John W. Sweeney
-------------------------------------
Name: John W. Sweeney
Title: Vice President
By /s/ John R. Morrison
-------------------------------------
Name: John R. Morrison
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
(f/k/a FIRST BANK NATIONAL ASSOCIATION)
By /s/ Kurt D. Egertson
-------------------------------------
Name: Kurt D. Egertson
Title: Vice President
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By /s/ Joseph Moroney
-------------------------------------
Name: Joseph Moroney
Title: Authorized Signatory
14
ROYALTON COMPANY
By PACIFIC INVESTMENT MANAGEMENT
COMPANY, as Investment Adviser
By /s/ Raymond Kennedy
-------------------------------------
Name: Raymond Kennedy
Title: Senior Vice President
SENIOR DEBT PORTFOLIO
By BOSTON MANAGEMENT AND RESEARCH,
as Investment Adviser
By /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By EATON VANCE MANAGEMENT
as Investment Adviser
By /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Richard Faulkner
-------------------------------------
Name: Richard Faulkner
Title: Vice President
15
ANNEX I
to
AMENDMENT NO. 7
1. Borrower will not permit Consolidated EBITDA for any Test
Period determined as of the last day of the applicable Fiscal Quarter set forth
below to be less than the amount set forth opposite such Fiscal Quarter:
Consolidated
Fiscal Quarter EBITDA
-------------- ------------
Q1, 2000 $25,500,000
Q2, 2000 $25,500,000
Q3, 2000 $28,500,000
Q4, 2000 $29,000,000
Q1, 2001 $29,000,000
Q2, 2001 $29,000,000
Q3, 2001 $30,000,000
Q4, 2001 $30,500,000
Q1, 2002 $30,500,000
Q2, 2002 $30,500,000
Q3, 2002 $31,000,000
Q4, 2002 $32,000,000
2. Borrower will not permit the Interest Coverage Ratio for any
Test Period determined as of the last day of the applicable Fiscal Quarter set
forth below to be less than the amount set forth opposite such Fiscal Quarter:
Fiscal Quarter Ratio
-------------- -----
Q1, 2000 1.50:1.0
Q2, 2000 1.50:1.0
Q3, 2000 1.65:1.0
Q4, 2000 1.70:1.0
Q1, 2001 1.70:1.0
Q2, 2001 1.70:1.0
Q3, 2001 1.80:1.0
Q4, 2001 1.90:1.0
Q1, 2002 1.90:1.0
Q2, 2002 1.90:1.0
Q3, 2002 2.00:1.0
Q4, 2002 2.10:1.0
16
ANNEX I
to
AMENDMENT NO. 7
3. Borrower will not permit the Leverage Ratio for any Test
Period determined as of the last day of the applicable Fiscal Quarter set forth
below to be more than the amount set forth opposite such Fiscal Quarter:
Fiscal Quarter Ratio
-------------- -----
Q1, 2000 6.20:1.0
Q2, 2000 6.20:1.0
Q3, 2000 5.50:1.0
Q4, 2000 5.25:1.0
Q1, 2001 5.25:1.0
Q2, 2001 5.25:1.0
Q3, 2001 5.00:1.0
Q4, 2001 4.75:1.0
Q1, 2002 4.75:1.0
Q2, 2002 4.75:1.0
Q3, 2002 4.50:1.0
Q4, 2002 4.20:1.0
17
ANNEX II
to
AMENDMENT NO. 7
4. Borrower will not permit Consolidated EBITDA for any Monthly
Test Period, determined as of the last day of the applicable Fiscal Month set
forth below to be less than the amount set forth opposite such Fiscal Month:
Consolidated
Fiscal Month EBITDA
------------ ------------
December 1999 $25,500,000
January 2000 $25,500,000
February 2000 $25,500,000
March 2000 $25,500,000
April 2000 $25,500,000
May 2000 $25,500,000
June 2000 $28,500,000
July 2000 $28,500,000
August 2000 $28,500,000
September 2000 $29,000,000
October 2000 $29,000,000
November 2000 $29,000,000
December 2000 $29,000,000
January 2001 $29,000,000
February 2001 $29,000,000
March 2001 $29,000,000
April 2001 $29,000,000
May 2001 $29,000,000
June 2001 $30,000,000
July 2001 $30,000,000
August 2001 $30,000,000
September 2001 $30,500,000
October 2001 $30,500,000
November 2001 $30,500,000
December 2001 $30,500,000
18
ANNEX II
to
AMENDMENT NO. 7
January 2002 $30,500,000
February 2002 $30,500,000
March 2002 $30,500,000
April 2002 $30,500,000
May 2002 $30,500,000
June 2002 $31,000,000
July 2002 $31,000,000
August 2002 $31,000,000
September 2002 $32,000,000
October 2002 $32,000,000
November 2002 $32,000,000
December 2002 $32,000,000