EXHIBIT 10.1(a)
---------------
FIRST AMENDMENT
TO REVOLVING CREDIT
AND PARTICIPATION AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AND PARTICIPATION AGREEMENT (this
"Amendment") is dated as of July 30, 2001 and entered into by and among COVANTA
ENERGY CORPORATION, a Delaware corporation ("Company"), and THE SUBSIDIARIES
LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS (collectively, Company and
such Subsidiaries of Company are "Borrowers" and each a "Borrower"), the Loan
Parties listed on the signature pages hereof, the financial institutions parties
hereto (each a "Lender" and collectively, the "Lenders"), BANK OF AMERICA, N.A.,
as Administrative Agent for the Lenders (the "Administrative Agent"), and
DEUTSCHE BANK AG, NEW YORK BRANCH, as Documentation Agent for the Lenders
("Documentation Agent"), and is made with reference to that certain Revolving
Credit and Participation Agreement dated as of March 14, 2001 (as amended,
restated, supplemented or otherwise modified as of the date hereof, the "Credit
Agreement"), by and among the Borrowers, the Lenders listed therein as Lenders,
Administrative Agent and Documentation Agent. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement.
RECITALS
WHEREAS, the Borrowers and Lenders desire to amend the Credit Agreement to
(i) increase the Cumulative Allowable Cash Usage for the months of July and
August 2001 as set forth in the Monthly Budget, attached to the Credit Agreement
as Schedule 1.1(e), (ii) change the definition of "Adjusted EBIT" and (iii) make
certain other amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Provisions Relating to Defined Terms
A. Definition of "Adjusted EBIT". Subsection 1.1 of the Credit Agreement is
hereby amended by deleting the phrase "(ii) `Equity in Net Income of Investees
and Joint Ventures' and (iii)" in the definition of "Adjusted EBIT" and
substituting therefor the words "and (ii)".
B. New Definitions. Subsection 1.1 of the Credit Agreement is hereby
amended by inserting the following definition in the appropriate alphabetical
order:
"Aviation Note" means the note issued to Company upon consummation of
the sale of Company's aviation fueling business pursuant to the Ogden
Aviation Fueling Services Acquisition Agreement dated July 10, 2001 by and
among Allied Aviation Holdings Corporation, Tampa Pipeline Transport
Corporation, Tampa Bay Pipeline Corporation, and the other Persons named
therein, which note shall be on terms no less favorable to Company and in a
principal amount no greater than described in Exhibit A to such Ogden
Aviation Fueling Services Acquisition Agreement as in effect on the date
hereof.
"First Amendment" means that certain First Amendment to the Revolving
Credit and Participation Agreement dated July 30, 2001 by and among the
Borrowers, the Pooled Facility Lenders, the Opt-Out Lenders, the Existing
Pooled Facility Agents, the Existing Opt-Out Facility Agents,
Administrative Agent, and Documentation Agent.
"First Amendment Effective Date" means the `Amendment Effective Date'
as defined in the First Amendment."
1.2 Provisions Relating to the Exhibits and Schedules
A. Schedule 1.1(e). Schedule 1.1(e) to the Credit Agreement is hereby
amended by (i) deleting the number "(193,000)" in the Cumulative Allowable Cash
Usage line for the month of July 2001 and substituting therefor the number
"(217,000)" and (ii) deleting the number "(193,000)" in the Cumulative Allowable
Cash Usage line for the month of August 2001 and substituting therefor the
number "(223,000)".
B. Schedule 1.1(k). Schedule 1.1(k) to the Credit agreement is hereby
amended by adding the LICA DSRF Letter of Credit in the amount of $300,000
thereto.
C. Compliance Certificate. Attachment No. 1 to Exhibit V to the Credit
Agreement is hereby deleted in its entirety and replaced with the revised
Attachment No. 1 attached hereto as Annex A.
1.3 Provision Relating to Investment Spending
A. Subsection 7.3(vii). Subsection 7.3(vii) is hereby amended by inserting
the words "Other than during the months of July 2001 and August 2001," in the
beginning thereof.
B. Subsection 7.3(xiii). Subsection 7.3 is hereby amended by (i) deleting
the word "and" after clause (xiii), (ii) deleting the "." at the end of clause
(xiv) and substituting therefor the word "and", and (iii) adding the following
new clause (xv) at the end thereof:
"(xv) Company may make and own the Investment consisting of the
Aviation Note."
1.4 Provision Relating to Asset Sales
Subsection 7.7(vii)(b) is hereby amended by inserting the words "with
exception to the Aviation Note," in the beginning thereof.
1.5 Provision Relating to Revolving Loans
Subsection 3.1A is hereby amended by (i) deleting the word "or" after
clause (v), (ii) deleting the "." at the end of clause (vi) and substituting
therefor the word "or" and (iii) adding the following new clause (vii) at the
end thereof:
"(vii) any Letter of Credit from and after the First Amendment Effective
Date through and including August 31, 2001."
Section 2. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, the Borrowers represent and
warrant to each Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. Each Loan Party has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment has been duly authorized by all necessary corporate action on the part
of each Loan Party and the performance of the Amended Agreement has been duly
authorized by all necessary corporate action on the part of each Borrower
C. No Conflict. The execution and delivery by each Loan Party of this
Amendment and the performance by each Borrower of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to any Loan Party or any of its Subsidiaries, or the
Certificate or Articles of Incorporation or Certificate of Formation or Bylaws
or Operating Agreement of any Loan Party or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
any Loan Party or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument to which any
Loan Party or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject (each such indenture,
mortgage, deed of trust, credit agreement, loan agreement, material agreement,
contract or instrument, a "Contractual Obligation"), (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
any Loan Party or any of its Subsidiaries (other than Liens created under any of
the Loan Documents in favor of Administrative Agent or Collateral Agent on
behalf of the Banks), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of any Loan
Party or any of its Subsidiaries.
D. Governmental Consents. The execution and delivery by each Loan Party of
this Amendment and the performance by each Borrower of the Amended Agreement do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. Binding Obligation. This Amendment has been duly executed and delivered
by each Loan Party and this Amendment and the Amended Agreement is the legally
valid and binding obligations of each Loan Party enforceable against each Loan
Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.
F. Incorporation of Representations and Warranties From Credit Agreement.
The representations and warranties contained in Section 5 of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the Amendment Effective Date (as hereinafter defined) to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
G. Absence of Default. As of the date hereof after giving effect hereto,
there exists no Default or Event of Default under the Credit Agreement.
Section 3. ACKNOWLEDGEMENT AND CONSENT
Each Borrower and Subsidiary Guarantor hereby acknowledges that such Loan
Party has read this Amendment and consents to the terms hereof and further
hereby confirms and agrees that, notwithstanding the effectiveness of this
Amendment, the obligations of such Loan Party under each of the Loan Documents
to which such Loan Party is a party shall not be impaired and each of the Loan
Documents to which such Loan Party is a party are, and shall continue to be, in
full force and effect and are hereby confirmed and ratified in all respects.
Section 4. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of any Agent or any Lender
under, the Credit Agreement or any of the other Loan Documents.
B. Fees and Expenses. Each Borrower acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Administrative Agent, Documentation Agent or the Lenders and their respective
counsel with respect to this Amendment and the documents and transactions
contemplated hereby shall be for the account of the Borrowers.
C. Headings. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon the execution of a
counterpart hereof by each Borrower, each Subsidiary Guarantor and the Lenders
constituting Requisite Lenders and receipt by each Borrower, Administrative
Agent and Documentation Agent of written or telephonic notification of such
execution and authorization of delivery thereof (the date of satisfaction of
such conditions being referred to herein as the "Amendment Effective Date").
[Remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
BORROWERS:
COVANTA ENERGY CORPORATION
By: /s/ Jeffrey R. Horowitz
----------------------------------
Name: Jeffrey R. Horowitz
Title: Authorized Officer
Each of the entities named on
Schedule A annexed hereto, as
Borrowers
By: /s/ Jeffrey R. Horowitz
----------------------------------
Name: Jeffrey R. Horowitz
Title: Authorized Officer
Each of the entities named on
Schedule B annexed hereto, as
Subsidiary Guarantors
By: /s/ Peter Allen
----------------------------------
Name: Peter Allen
Title: Authorized Officer
Each of the entities named on
Schedule C annexed hereto, as
Subsidiary Guarantors
By: /s/ Jeffrey R. Horowitz
----------------------------------
Name: Jeffrey R. Horowitz
Title: Authorized Officer
AGENTS AND LENDERS:
BANK OF AMERICA, N.A.,
As Administrative Agent,
Co-Arranger, Co-Book Runner and as
a Lender
By: /s/ Michael R. Heredia
----------------------------------
Name: Michael R. Heredia
Title: Managing Director
DEUTSCHE BANK AG, NEW YORK BRANCH
As Documentation Agent,
Co-Arranger, Co-Book Runner and as
a Lender
By: /s/ Keith C. Braun /s/ Mark B. Cohen
-----------------------------------------
Name: Keith C. Braun Mark B. Cohen
Title: Vice President Managing Director
Head of Workout
BAYERISCHE HYPO-UND VEREINSBANK AG,
as a Lender
By: /s/ Salvatore Esposito
----------------------------------
Name: Salvatore Esposito
Title: Director
By: /s/ Michael D. Novellino
----------------------------------
Name: Michael D. Novellino
Title: Associate Director
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Lender
By: /s/ D.C. Smith
----------------------------------
Name: D.C. Smith
Title: Managing Director
By: /s/ Rocco Calarco
----------------------------------
Name: Rocco Calarco
Title: Director
CLARICA LIFE INSURANCE COMPANY,
as a Lender
By: /s/ Keith Cressman
----------------------------------
Name: Keith Cressman
Title: Director, Structured
Finance
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/ Andrea E. Shlone
----------------------------------
Name: Andrea E. Shlone
Title: Vice President
By: /s/ Bill O'Daly
----------------------------------
Name: Bill O'Daly
Title: Vice President
DRESDNER BANK AG, GRAND CAYMAN BRANCH
as a Lender
By: /s/ Thomas R. Brady
----------------------------------
Name: Thomas R. Brady
Title: Vice President
By: /s/ James M. Gallagher
----------------------------------
Name: James M. Gallagher
Title: Director
FIRSTAR BANK, N.A.,
as a Lender
By: /s/ Alan R. Milster
----------------------------------
Name: Alan R. Milster
Title: Vice President
FIRST UNION NATIONAL BANK,
as a Lender
By: /s/ John Kipping
----------------------------------
Name: John Kipping
Title: Senior Vice President
IIB BANK [IFSC BRANCH],
as a Lender
By: /s/ S. Donlon
----------------------------------
Name:
Title: Authorised Signatory
By: /s/ Brian Dunne
----------------------------------
Name: Brian Dunne
Title: Authorised Signatory
NATIONAL WESTMINSTER BANK PLC,
New York and/or Nassau Branch
as a Lender
By: /s/ Graeme Hunter
----------------------------------
Name: Graeme Hunter
Title: Vice President
ROYAL BANK OF SCOTLAND PLC,
as a Lender
By: /s/ Graeme Hunter
----------------------------------
Name: Graeme Hunter
Title: Vice President
SOCIETE GENERALE,
as a Lender
By: /s/ Gordon R. Eadon
----------------------------------
Name: Gordon R. Eadon
Title: Director
SUNTRUST BANK,
as a Lender
By: /s/ Maria Mamilovich
----------------------------------
Name: Maria Mamilovich
Title: Director
THE BANK OF NEW YORK,
as a Lender
By: /s/ Peter W. Helt
----------------------------------
Name: Peter W. Helt
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ Christopher Usas
----------------------------------
Name: Christpher Usas
Title: Director
THE CHASE MANHATTAN BANK,
as a Lender
By: /s/ Michael Lancia
----------------------------------
Name: Michael Lancia
Title: Vice President
UBS AG,
as a Lender
By: /s/ Mark R. Slane
----------------------------------
Name: Mark R. Slane
Title: Executive Director
By: /s/ Kelly Smith
----------------------------------
Name: Kelly Smith
Title: Director
Recovery Management
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
as a Lender
By: /s/ Andreas Schroeter
----------------------------------
Name: Andreas Schroeter
Title: Director
By: /s/ Walter T. Duffy III
----------------------------------
Name: Walter T. Duffy III
Title: Associate Director
Schedule A
OTHER BORROWERS
1. Covanta Acquisition, Inc.
2. Covanta Bessemer, Inc.
3. Covanta Cunningham Environmental Support, Inc.
4. Covanta Geothermal Operations Holdings, Inc.
5. Covanta Imperial Power Services, Inc.
6. Covanta Oahu Waste Energy Recovery, Inc.
7. Covanta Energy Americas, Inc.
8. Covanta Energy Construction, Inc.
9. Covanta Energy Group, Inc.
10. Covanta Energy Resource Corp.
11. Covanta Energy Sao Jeronimo, Inc.
12. Covanta Energy West, Inc.
13. Covanta Energy International, Inc.
14. Covanta Energy Services, Inc.
15. Covanta Equity of Stanislaus, Inc.
16. Covanta Financial Services, Inc.
17. Covanta Geothermal Operations, Inc.
18. Covanta Haverhill Properties, Inc.
19. Covanta Hydro Energy, Inc.
20. Covanta Hydro Operations West, Inc.
21. Covanta Haverhill, Inc.
22. Covanta Huntington Resource Recovery One Corp.
23. Covanta Huntington Resource Recovery Seven Corp.
24. Covanta Long Island, Inc.
25. Covanta Oil & Gas, Inc.
26. Covanta Omega Lease, Inc.
27. Covanta Onondaga Five Corp.
28. Covanta Onondaga Four Corp.
29. Covanta Onondaga Three Corp.
30. Covanta Onondaga Two Corp.
31. Covanta Onondaga, Inc.
32. Covanta Onondaga Operations, Inc.
33. Covanta OPWH, Inc.
34. Covanta Power Development, Inc.
35. Covanta Power Development of Bolivia, Inc.
36. Covanta Power Equity Corporation
37. Covanta Power International Holdings, Inc.
38. Covanta Projects, Inc.
39. Covanta RRS Holdings Inc.
40. Covanta SIGC Geothermal Operations, Inc.
41. Covanta Stanislaus, Inc.
42. Covanta Systems, Inc.
43. Covanta Waste Solutions, Inc.
44. Covanta Waste to Energy of Italy, Inc.
45. Covanta Waste to Energy, Inc.
46. Covanta Secure Services USA, Inc.
47. Covanta Secure Services, Inc.
48. Covanta Water Holdings, Inc.
49. Covanta Water Systems, Inc.
50. Covanta Water Treatment Services, Inc.
51. DSS Environmental, Inc.
52. Haverhill Power, Inc.
53. Honolulu Resource Recovery Venture
54. LMI, Inc.
55. Michigan Waste Energy, Inc.
56. New Martinsville Hydro-Operations Corporation
57. OFS Equity of Alexandria/Arlington, Inc.
58. OFS Equity of Babylon, Inc.
59. OFS Equity of Delaware, Inc.
60. OFS Equity of Huntington, Inc.
61. OFS Equity of Indianapolis, Inc.
62. OFS Equity of Stanislaus, Inc.
63. Ogden Engineering Services, Inc.
64. Ogden Environmental & Energy Services Co., Inc.
65. Ogden Hydro Operations, Inc.
66. Ogden Management Services, Inc.
67. Ogden Marion Land Corp.
68. Ogden Martin Operations of Union LLC
69. Ogden Martin Systems of Alexandria/Arlington, Inc.
70. Ogden Martin Systems of Bristol, Inc.
71. Ogden Martin Systems of Fairfax, Inc.
72. Ogden Martin Systems of Hillsborough, Inc.
73. Ogden Martin Systems of Huntsville, Inc.
74. Ogden Martin Systems of Kent, Inc.
75. Ogden Martin Systems of Lancaster, Inc.
76. Ogden Martin Systems of Lee, Inc.
77. Ogden Martin Systems of Marion, Inc.
78. Ogden Martin Systems of Montgomery, Inc.
79. Ogden Martin Systems of Northwest Puerto Rico, Inc.
80. Ogden Martin Systems of Pasco, Inc.
81. Ogden Plant Services of New Jersey, Inc.
82. Ogden Projects of Hawaii, Inc.
83. Ogden Services Corp.
84. Ogden Wallingford Associates, Inc.
85. Ogden Water Systems of Key Largo, Inc.
86. Ogden Water Systems of Tampa Bay, Inc.
87. OMS Equity of Alexandria/Arlington, Inc.
88. OPI Quezon Inc.
89. OPW Associates, Inc.
90. Resource Recovery Systems of Connecticut, Inc.
91. Three Mountain Operations, Inc.
Schedule B
Datacom Custom Manufacturing, Inc.
Kansas City International Fueling Facilities Corporation LaGuardia Fuel
Facilities Corporation Lambert Field Fueling Facilities Corporation Lenzar
Electro-Optics, Inc.
Love Field Fueling Facilities Corporation
Newark Automotive Fuel Facilities Corporation
Ogden Allied Maintenance Corporation
Ogden Allied Maintenance Securities, Inc.
Ogden Allied Payroll Services, Inc.
Ogden Attractions, Inc.
Ogden Aviation Distributing Corporation
Ogden Aviation Fueling Company of Houston, Inc.
Ogden Aviation Fueling Company of St. Louis, Inc.
Ogden Aviation Fueling Company of Texas, Inc.
Ogden Aviation Fueling Company of Virginia, Inc.
Ogden Aviation Fueling Company, Inc.
Ogden Aviation Service Company of Colorado, Inc.
Ogden Aviation Service Company of Kansas City, Inc.
Ogden Aviation Service Company of New Jersey, Inc.
Ogden Aviation Service Company of New York, Inc.
Ogden Aviation Service Company of Pennsylvania, Inc.
Ogden Aviation Service International Corporation
Ogden Aviation Services of Puerto Rico, Inc.
Ogden Aviation Services, Inc.
Ogden Aviation, Inc.
Ogden Cargo Spain, Inc. (Delaware Corporation)
Ogden Central and South America, Inc.
Ogden Facility Holdings Incorporated
Ogden Film and Theatre, Inc.
Ogden Firehole Entertainment Corp.
Ogden International Europe, Inc.
Ogden New York Services, Inc.
Philadelphia Fuel Facilities Corporation
Ogden Film and Theater, Inc.
Schedule C
J.R. Jack's Construction Corporation
Ogden Constructors, Inc.
Covanta Huntington, Inc.
ANNEX A
ATTACHMENT NO. 1
TO COMPLIANCE CERTIFICATE
This Attachment No. 1 is attached to and made a part of a
Compliance Certificate dated as of , and pertains to the period
from , to , . Subsection references herein
relate to subsections of the Credit Agreement.
A. Indebtedness
1. Indebtedness to fund Development Amounts of the type
described in subsection 7.1(v): $
-------------
2. Maximum Development Amounts permitted under
subsection 7.1(v): $
-------------
3. Indebtedness of the type described in subsection 7.1(vii)
incurred in connection with Investments of the type
described in subsection 7.3(vii): $
-------------
B. Investments
1. Investments of the type described in subsection 7.3(vii): $
-------------
2. Total Invested Amount of the type described in
subsection 7.3(vii) (A.3+B.1+C.1): $
-------------
3. Maximum Investment Amount permitted under
subsection 7.3(vii): $
-------------
4. Investments to fund Development Amounts of the type
described in subsection 7.3(xi): $
-------------
5. Maximum Development Amounts permitted under
subsection 7.3(xi): $
-------------
C. Contingent Obligations
1. Contingent Obligations of the type described in
subsection 7.4(vii) incurred in connection with
Investments permitted under subsection 7.3(vii): $
-------------
D. Restricted Payments
1. Restricted Payments of the type described in
subsection 7.5(vii): $
-------------
2. Maximum permitted under subsection 7.5(vii): $ 55,000
E. Minimum Debt Service Coverage Ratio (for the four-Fiscal Quarter
period ending , )
1. Consolidated Operating Income: $
-------------
2. Minority Interests: ($ )
-------------
3. LOC Fees (to the extent deducted in E.1 and E.2): $
-------------
4. FAS 84 Losses (to the extent deducted in E.1 and E.2): $
-------------
5. Adjusted EBIT (E.1+E.2+E.3+E.4): $
-------------
6. Consolidated Debt Service Expense: $
-------------
7. Debt Service Coverage Ratio (E.5:E.6): :
---- ----
8. Minimum ratio required under subsection 7.6A: :1.00
----
F. Maximum Leverage Ratio (as of , )
1. Indebtedness: $
-------------
2. Cash and Cash Equivalents: $
-------------
3. Convertible Subordinated Debentures and Limited
Recourse Debt of Subsidiaries included in the calculation
of F.1: $
-------------
4. Net Senior Recourse Indebtedness (1-2-3): $
-------------
5. Consolidated Leverage Ratio ((F.4:E.5)): :1.00
----
6. Maximum ratio permitted under subsection 7.6B: :1.00
----
G. Minimum Consolidated Net Worth (as of , )
1. Consolidated Net Worth: $
-------------
2. Minimum required under subsection 7.6C (actual
Consolidated Net Worth at December 31, 2000 plus the sum of
75% of positive Consolidated Net Income
for each Fiscal Quarter after the Closing Date): $
-------------
H. Monthly Budget (for the period ending , )
1. Consolidated Maintenance Capital Expenditures: $
-------------
2. "Cumulative Allowable Cash Usage Maintenance Capital
Expenditures": $
-------------
3. Expenditures in connection with the Anaheim Project: $
-------------
4. Maximum Anaheim Expenditures permitted under
subsection 7.8B: $4,400,000
5. Net Cash Usage: $
-------------
6. "Cumulative Allowable Cash Usage": $
-------------
7. Additional Expenditures $
-------------
8. Maximum Additional Expenditures permitted under
subsection 7.8D $1,000,000
I. Asset Sales
1. Fair market value of Asset Sales as described in
subsection 7.7(iv): $
-------------
2. Maximum permitted under subsection 7.7(iv): $10,000,000
J. Leases
1. Leases of the type described in subsection 7.10: $
------------
2. Maximum permitted under subsection 7.10: $3,000,000