Exhibit 99.1
THIRD AMENDMENT
TO REVOLVING CREDIT AND GUARANTY AGREEMENT
THIRD AMENDMENT, dated as of June 29, 2001 (the "Amendment"),
to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 22, 2000, among
GENESIS HEALTH VENTURES, INC., a Pennsylvania corporation (the "Borrower"), a
debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, and
each of the direct and indirect subsidiaries of the Borrower party thereto (each
a "Guarantor" and collectively, the "Guarantors"), each of which Guarantors is a
debtor and debtor-in-possession in a case pending under chapter 11 of the
Bankruptcy Code, MELLON BANK, N.A., a national banking association ("Mellon"),
as Arranger, FIRST UNION NATIONAL BANK, as Syndication Agent, GOLDMAN SACHS
CREDIT PARTNERS L.P., as Documentation Agent, THE CHASE MANHATTAN BANK, as
Co-Agent, each of the other financial institutions from time to time party
thereto (each of the foregoing financial institutions, together with Mellon, the
"Banks") and MELLON BANK, N.A., a national banking association, as
administrative agent (in such capacity, the "Agent") for the Banks. Unless
otherwise defined herein, all terms that are defined in the Credit Agreement (or
defined below) shall have the same meanings herein.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Revolving Credit and Guaranty Agreement, dated as of
June 22, 2000, as amended by that certain First Amendment to Revolving Credit
and Guaranty Agreement, dated as of August 10, 2000, and as further amended by
that certain Restated Second Amendment and Waiver to Revolving Credit and
Guaranty Agreement, dated as of February 14, 2001 (as the same may be further
amended, modified or supplemented from time to time, the "Credit Agreement");
and
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
have agreed to amend the Credit Agreement as set forth herein; and
WHEREAS, from and after the Effective Date (as hereinafter
defined) of this Amendment, the Credit Agreement shall be amended, subject to
and upon terms and conditions set forth herein, as follows:
NOW, THEREFORE, it is agreed:
SECTION 1. Amendment to Introductory Statement. The
Introductory Statement is hereby amended by (i) inserting the parenthetical
"(except as set forth in Section 2.01A)" immediately following the words "not to
exceed $250,000,000" appearing in the second paragraph thereof and (ii) (A)
deleting the word "and" immediately preceding clause (ii) appearing in the third
paragraph thereof and inserting in lieu thereof a "," and (B) inserting the
following clause at the end of the third paragraph thereof:
"and (iii) in the case of the Loans contemplated by Section
2.01A, to finance the APS Acquisition."
SECTION 2. Amendment to Section 1 of the Credit Agreement.
Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the
following new definitions in alphabetical order:
"APS Acquisition" shall mean an asset acquisition on
substantially the terms set forth in the June 27, 2001 BRCM
Draft of Asset Purchase Agreement by and among Mariner
Post-Acute Network Inc., Mariner Health Group, Inc., the other
sellers identified on Schedule 1-A thereto, the Borrower and
Neighborcare Pharmacy Services, Inc. (the "Purchase
Agreement") for a cash purchase price not in excess of the
consideration set forth in the Purchase Agreement or such
greater amount, if any, that is bid by the Borrower at the
auction sale of such assets and that is satisfactory to the
Agent, Goldman Sachs, as documentation agent, and First Union
National Bank, as syndication agent.
"APS Acquisition Loan" shall mean the additional loan
contemplated by Section 2.01A(a) hereof to finance the APS
Acquisition.
"APS Lenders" shall mean the Banks who have agreed to make the
APS Acquisition Loan in the proportions and amounts set forth
on Annex B hereto.
"Goldman Sachs" shall mean Goldman Sachs Credit Partners.
"Third Amendment" shall mean the Third Amendment, dated as of
June 29, 2001, to this Agreement.
"Third Amendment Effective Date" shall mean the date on which
the Third Amendment has been executed and the conditions to
effectiveness set forth therein have been satisfied or waived.
and (ii) amending the definition of the term "Commitment" by inserting the
following proviso at the end thereof:
"; provided, however, that with respect to each APS Lender,
the commitment of each APS Lender hereunder shall also include
the commitment of such APS Lender to make the APS Acquisition
Loan in the amount set forth opposite its name on Annex B
hereto"
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SECTION 3. Amendment to Section 2 of the Credit Agreement.
Section 2 of the Credit Agreement is hereby amended as follows:
(i) Section 2.01(a) is hereby amended by deleting the words
"of $250,000,000" set forth in clause (i) thereof;
(ii) Section 2.01(b) is hereby amended by inserting the
following proviso at the end thereof "; provided further, that the Borrowing of
the APS Acquisition Loan shall be made solely from the APS Lenders.";
(iii) Section 2 is hereby amended by inserting the following
new Section 2.01A immediately following Section 2.01:
"SECTION 2.01A. APS Acquisition Loan Commitment.
(a) Notwithstanding anything to the contrary contained herein,
the APS Lenders agree, upon the terms and subject to the
conditions herein set forth, to make a loan to the Borrower at
any time during the period commencing on the Third Amendment
Effective Date and ending on the Termination Date (or the
earlier date of termination of the Total Commitment) in the
principal amount of up to the amount set forth on Annex B
hereto (the "APS Acquisition Loan"). The APS Acquisition Loan
shall be treated for all purposes herein as "Loans", including
without limitation, for purposes of Section 2.17 and the
definition of "Required Banks", with the exception that the
amount outstanding under the APS Acquisition Loan shall not be
treated as a Loan for purposes of determining compliance with
the Borrowing Base hereunder.
(b) The proceeds of the APS Acquisition Loan shall only be
used by the Borrower to finance the APS Acquisition, provided
that if the Borrower shall theretofore have incurred Loans
under the Credit Agreement to finance Capital Expenditures for
the exercise of the purchase options referred to in Section
6.04(c), then proceeds of the APS Acquisition Loan in an
amount not in excess of $11,200,000 may also be used for
working capital and general corporate purposes of the Borrower
and the Guarantors.
(c) The Borrower shall give the Agent (which shall promptly
advise the other APS Lenders thereof) and Goldman Sachs prior
notice of a Borrowing of the APS Acquisition Loan in
accordance with the notice procedures set forth in Section
2.06(b).
(iv) Section 2.20 is hereby amended by deleting the first
sentence thereof and inserting in lieu thereof the following:
"The Borrower shall pay to (i) the Banks a commitment fee for
the period commencing on the date the Commitment Letter is
executed to the Termination Date or the earlier date of
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termination of the Commitment and (ii) the APS Lenders a
commitment fee with respect to the APS Acquisition Loan
commitment for the period commencing on the Third Amendment
Effective Date to the Termination Date or the earlier date of
termination of the Commitment (collectively, the "Commitment
Fee"), each computed (on the basis of the actual number of
days elapsed over a year of 360 days) at the rate of one-half
of one percent (1/2 of 1%) per annum on the average daily
Unused Total Commitment."
SECTION 4. Amendment to Section 6.04. Section 6.04 of the
Credit Agreement is hereby amended by adding as paragraphs "(c)" and "(d)"
thereof the following :
"(c) Notwithstanding anything to the contrary contained in
this Section 6.04, the Borrower may make Capital Expenditures
in an amount not to exceed $11,200,000 to exercise the
purchase options for the properties known as the Ansted Health
Care Center, Hilltop Nursing Center and Knollwood Manor and
the amount so expended will not be treated as a Capital
Expenditure under paragraphs (a) or (b) of this section 6.04.
(d) In addition to the foregoing, the Borrower shall be
permitted to enter into and consummate the APS Acquisition."
SECTION 5. Annex B to Credit Agreement. The Credit Agreement
is hereby amended by adding as "Annex B" thereto the list of APS Lenders that is
attached hereto as Exhibit A.
SECTION 6. Representations and Warranties. The Borrower and
the Guarantors hereby represent and warrant that all of the representations and
warranties contained in the Loan Documents are true and correct on and as of the
date hereof as if made on and as of such date, both before and after giving
effect to this Amendment, and that no Event of Default or Default has occurred
and is continuing or exists or would occur or exist after giving effect to this
Amendment.
SECTION 7. Conditions to Effectiveness. This Amendment shall
not become effective until the date (the "Effective Date") on which each of the
following conditions shall have been satisfied (provided that this Amendment
shall terminate and be of no further force and effect if the Effective Date
shall not have occurred on or before August 15, 2001):
(i) this Amendment shall have been executed by the Borrower,
the APS Lenders, the Guarantors, the Required Banks and the Agent, and the Agent
shall have received evidence satisfactory to it of such execution;
(ii) the Borrower shall have paid to (A) the Agent for the
ratable benefit of the Banks an amendment fee in an amount equal to 1/4 of 1% of
the Total Commitment (not to include the APS Acquisition Loan commitment) and
(B) the APS Lenders a facility fee in an amount equal to 1% of the APS
Acquisition Loan commitment to be shared by the APS Lenders on a pro rata basis
in accordance with the APS Acquisition Loan commitments set forth on Annex B;
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(iii) the Agent and Goldman Sachs shall have received an order
of the Bankruptcy Court, satisfactory in form and substance to the Agent and
Goldman Sachs authorizing the Borrower and the Guarantors to execute and perform
this Amendment (including the payment by the Borrower of the fees referred to in
clause (ii) above); and
(iv) The Multicare Companies, Inc. ("Multicare") shall have
permanently reduced the Unused Total Commitment (as such term is defined in that
certain Revolving Credit and Guaranty Agreement, dated as of June 22, 2000,
among Multicare, each of the direct and indirect subsidiaries of Multicare
signatory thereto, Mellon Bank, N.A., as administrative agent, certain co-agents
named therein and the lenders party thereto) by an amount equal to the maximum
amount of the APS Acquisition Loan specified on Annex B hereto.
SECTION 8. Ratification. Except to the extent hereby amended,
the Credit Agreement and each of the Loan Documents remain in full force and
effect and are hereby ratified and affirmed.
SECTION 9. Costs and Expenses. The Borrower agrees that its
obligations set forth in Section 10.05 of the Credit Agreement shall extend to
the preparation, execution and delivery of this Amendment, including the
reasonable fees and disbursements of respective special counsel to the Agent and
Goldman Sachs.
SECTION 10. References. This Amendment shall be limited
precisely as written and shall not be deemed (a) to be a consent granted
pursuant to, or a waiver or modification of, any other term or condition of the
Credit Agreement or any of the instruments or agreements referred to therein or
(b) to prejudice any right or rights which the Agent or the Banks may now have
or have in the future under or in connection with the Credit Agreement or any of
the instruments or agreements referred to therein. Whenever the Credit Agreement
is referred to in the Credit Agreement or any of the instruments, agreements or
other documents or papers executed or delivered in connection therewith, such
reference shall be deemed to mean the Credit Agreement as modified by this
Amendment.
SECTION 11. Counterparts. This Amendment may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. A fax copy of a counterpart signature page shall serve as the
functional equivalent of a manually executed copy of all purposes.
SECTION 12. Applicable Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania applicable to contracts made and to be performed wholly within such
State.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first above written.
BORROWER:
GENESIS HEALTH VENTURES, INC.
By:___________________________________________
Title:
GUARANTORS:
BREVARD MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its sole general
partner
CARE4, L.P.
By: Institutional Health Care Services, Inc.
CATONSVILLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., one of its general
partners
EASTON MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., and Meridian
Healthcare, Inc., its general partners
EDELLA STREET ASSOCIATES
By: Genesis Health Ventures of Clarks Summit,
Inc., its sole general partner
GENESIS PROPERTIES LIMITED PARTNERSHIP
By: Genesis Health Ventures of Arlington, Inc.,
its sole general partner
6
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its sole general
partner
HALLMARK HEALTHCARE LIMITED PARTNERSHIP
By: Pharmacy Equities, Inc.,
its general partner
HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., one of its
general partners
MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN EDGEWOOD LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN PERRING LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN VALLEY LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MILLVILLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its sole general
partner
7
PHILADELPHIA AVENUE ASSOCIATES
By: Philadelphia Avenue Corporation, its sole
general partner
RIVER STREET ASSOCIATES
By: Genesis Health Ventures of Wilkes-Barre,
Inc., its sole general partner
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., its sole general
partner
STATE STREET ASSOCIATES, L.P.
By: State Street Associates, Inc., its sole
general partner
THERAPY CARE SYSTEMS, L.P.
By: Team Rehabilitation, Inc., its sole general
partner
VOLUSIA MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., its sole general
partner
GENESIS PROPERTIES OF DELAWARE LTD.
PARTNERSHIP, L.P.
By: Genesis Properties of Delaware
Corporation, a general partner
MCKERLEY HEALTH FACILITIES
By: Meridian Health, Inc., and Meridian
Healthcare, Inc., its general partners
GENESIS HEALTH VENTURES OF WEST
VIRGINIA, LIMITED PARTNERSHIP
By: Genesis Eldercare Network Services, Inc.,
and Genesis Eldercare Rehabilitation
Services, Inc., its general partners
By:____________________________________________
Name:
on behalf of each of the foregoing as _____
of the general partner
8
GENESIS HEALTH VENTURES OF ARLINGTON, INC.
GENESIS HEALTH VENTURES OF BLOOMFIELD, INC.
GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC.
GENESIS HEALTH VENTURES OF MASSACHUSETTS, INC.
GENESIS HEALTH VENTURES OF NAUGATUCK, INC.
GENESIS HEALTH VENTURES OF WAYNE, INC.
GENESIS HEALTH VENTURES OF WEST VIRGINIA, INC.
GENESIS HEALTH VENTURES OF WINDSOR, INC.
GENESIS HEALTH VENTURES OF WILKES-BARRE, INC.
GENESIS HEALTH VENTURES OF INDIANA, INC.
GENESIS HEALTH VENTURES OF NEW GARDEN, INC.
GENESIS HEALTH VENTURES OF POINT PLEASANT, INC.
GENESIS IMMEDIATE MED CENTER, INC.
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GENESIS ELDERCARE HOME CARE SERVICES, INC.
(f/k/a HEALTHCARE SERVICES NETWORK, INC.)
GENESIS ELDERCARE PHYSICIAN SERVICES, INC.
(f/k/a GENESIS PHYSICIAN SERVICES, INC.)
KNOLLWOOD MANOR, INC.
MERIDIAN HEALTH, INC.
MERIDIAN HEALTHCARE, INC.
PHILADELPHIA AVENUE CORPORATION
GENESIS ELDERCARE STAFFING SERVICES, INC.
(f/k/a STAFF REPLACEMENT SERVICES, INC.)
STATE STREET ASSOCIATES, INC.
SUBURBAN MEDICAL SERVICES, INC.
GENESIS ELDERCARE REHABILITATION SERVICES,
INC.,(f/k/a TEAM REHABILITATION, INC.)
THERAPY CARE, INC.
THE TIDEWATER HEALTHCARE SHARED SERVICES
GROUP, INC.
WYNCOTE HEALTHCARE CORP.
ASCO HEALTHCARE, INC.
ACCUMED, INC.
BRINTON MANOR, INC.
COMPASS HEALTH SERVICES, INC.
CONCORD HEALTHCARE CORPORATION
10
CONCORD PHARMACY SERVICES, INC.
CRYSTAL CITY NURSING CENTER, INC.
EASTERN MEDICAL SUPPLIES, INC.
ENCARE OF MASSACHUSETTS, INC.
GENESIS HEALTH SERVICES CORPORATION
GENESIS HEALTHCARE CENTERS HOLDINGS, INC.
GENESIS HOLDINGS, INC.
GENESIS PROPERTIES OF DELAWARE CORPORATION
HILLTOP HEALTH CARE CENTER, INC.
HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.
KEYSTONE NURSING HOME, INC.
LINCOLN NURSING HOME, INC.
MCKERLEY HEALTH CARE CENTERS, INC.
WAYSIDE NURSING HOME, INC.
PROFESSIONAL PHARMACY SERVICES, INC.
MEDICAL SERVICES GROUP, INC.
NEIGHBORCARE PHARMACIES, INC.
DERBY NURSING CENTER CORPORATION
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GENESIS ELDERCARE NATIONAL CENTERS, INC.,
(f/k/a NATIONAL HEALTHCARE AFFILIATES, INC.)
GENESIS ELDERCARE NETWORK SERVICES, INC.,
(f/k/a GENESIS MANAGEMENT RESOURCES, INC.)
(f/k/a TOTAL CARE SYSTEMS, INC.)
GENESIS ELDERCARE PROPERTIES, INC.
VERSALINK, INC.
GERIATRIC & MEDICAL COMPANIES, INC.
GERIATRIC AND MEDICAL SERVICES, INC.
GERIATRIC AND MEDICAL INVESTMENTS CORPORATION
BURLINGTON WOODS CONVALESCENT CENTER, INC.
CRESTVIEW CONVALESCENT HOME, INC.
CRESTVIEW NORTH, INC.
GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC,
(f/k/a DIVERSIFIED DIAGNOSTICS, INC.)
GMC MEDICAL CONSULTING SERVICES, INC.
GERIMED CORP.
GENESIS ELDERCARE HOSPITALITY SERVICES, INC.
(f/k/a HCHS, INC.)
GENESIS ELDERCARE TRANSPORTATION SERVICES, INC.
(f/k/a HSS-PARA TRANSIT, INC.
INNOVATIVE PHARMACY SERVICES, INC.
INSTITUTIONAL HEALTH CARE SERVICES, INC.
12
LIFE SUPPORT MEDICAL, INC.
LIFE SUPPORT MEDICAL EQUIPMENT, INC.
METRO PHARMACEUTICALS, INC.
NATIONAL PHARMACY SERVICE, INC.
NETWORK AMBULANCE SERVICES, INC.,
(f/k/a REGIONAL AMBULANCE SERVICES, INC.)
(f/k/a LIFE SUPPORT AMBULANCE, INC.)
UNITED HEALTH CARE SERVICES, INC.
VALLEY MEDICAL SERVICES, INC.
VALLEY TRANSPORT AMBULANCE SERVICE, INC.
VILLAS REALTY & INVESTMENTS, INC.
WEISENFLUH AMBULANCE SERVICE, INC.
GENESIS ELDERCARE ADULT DAY HEALTH
SERVICES, INC.
GENESIS ELDERCARE HOME HEALTH SERVICES -
SOUTHERN, INC.
GENESIS ELDERCARE MANAGEMENT SERVICES, INC.,
(f/k/a BLUEFIELD MANOR, INC.)
CARECARD, INC.
CAREFLEET, INC.
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CHELTENHAM LTC MANAGEMENT, INC.
EASTERN REHAB SERVICES, INC.
EIDOS, INC.
GMC LEASING CORPORATION
GMS MANAGEMENT, INC.
GMS MANAGEMENT-TUCKER, INC.
GOVERNOR'S HOUSE NURSING HOME, INC.
HEALTH CONCEPTS AND SERVICES, INC.
INNOVATIVE HEALTH CARE MARKETING, INC.
KNOLLWOOD NURSING HOME, INC.
MANOR MANAGEMENT CORP. OF GEORGIAN MANOR, INC.
PHARMACY EQUITIES, INC.
PROSPECT PARK LTC MANAGEMENT, INC.
WALNUT LTC MANAGEMENT, INC.
WEST PHILA. LTC MANAGEMENT, INC.
TRANSPORT SERVICES, INC.
YORK LTC MANAGEMENT, INC.
GENESIS ELDERCARE REHABILITATION MANAGEMENT
SERVICES, INC. (f/k/a ROBINDALE MEDICAL
SERVICES, INC.)
DELCO APOTHECARY, INC.
14
NEIGHBORCARE OF WISCONSIN, INC.
(f/k/a GCI INNOVATIVE PHARMACY, INC.)
NEIGHBORCARE OF NORTHERN CALIFORNIA, INC.
(f/k/a COMPUPHARM OF NORTHERN CALIFORNIA, INC.)
NEIGHBORCARE OF VIRGINIA, INC.
(f/k/a TEAMCARE OF VIRGINIA, INC.)
NEIGHBORCARE-TCI, INC. (f/k/a TEAMCARE, INC.)
NEIGHBORCARE-MEDISCO, INC.
(f/k/a MEDICSO PHARMACIES, INC.)
NEIGHBORCARE-ORCA, INC.
(f/k/a WHITE, MACK AND WART, INC.)
NEIGHBORCARE OF OKLAHOMA, INC.
(f/k/a VITALINK SUBSIDIARY, INC.)
NEIGHBORCARE INFUSION SERVICES, INC.
(f/k/a VITALINK INFUSION SERVICES, INC.)
NEIGHBORCARE PHARMACY SERVICES, INC.
(f/k/a VITALINK PHARMACY SERVICES, INC.)
DIANE MORGAN AND ASSOCIATES, INC.
GENESIS ELDERCARE NETWORK SERVICES OF
MASSACHUSETTS, INC.
ASCO HEALTH CARE OF NEW ENGLAND, INC.
ASCO HEALTH CARE OF NEW ENGLAND, LIMITED
PARTNERSHIP
DOVER HEALTHCARE ASSOCIATES, INC.
15
GENESIS ELDERCARE EMPLOYMENT SERVICES, LLC
GENESIS HEALTH VENTURES OF LANHAM, INC.
GENESIS SELECTCARE CORP.
GENESIS-GEORGETOWN SNF/JV, LIMITED LIABILITY
COMPANY
HEALTHOBJECTS CORPORATION
MCKERLEY HEALTH CARE CENTER-CONCORD LIMITED
PARTNERSHIP
NORRISTOWN NURSING AND REHABILITATION CENTER
ASSOCIATES, LIMITED PARTNERSHIP
NORTH CAPE CONVALESCENT CENTER ASSOCIATES, L.P.
NORTHWEST TOTAL CARE CENTER ASSOCIATES, L.P.
OAK HILL HEALTH CARE CENTER, INC.
RESPIRATORY HEALTH SERVICES, LLC
RIVER RIDGE PARTNERSHIP
By:____________________________________________
Name:
on behalf of each of the foregoing as ______
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MAIN STREET PHARMACY, L.L.C.,
By: Professional Pharmacy Services, Inc.
By:____________________________________________
Name:
on behalf of each of the foregoing as ______
of the managing member
_______________________________________________
Address for notices
101 East State Street
Kennett Square, PA 19348
Attention: George V. Hager, Jr.,
Executive Vice President and
Chief Financial Officer
Telephone: (610) 444-8419
Facsimile: (610) 925-4100
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AGENT:
MELLON BANK, N.A.,
Individually and as Agent
By:____________________________________________
Title:
FIRST UNION NATIONAL BANK
By:____________________________________________
Title:
GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:____________________________________________
Title:
THE CHASE MANHATTAN BANK
By: Chase Securities, Inc., as its Agent
By:____________________________________________
Title:
FOOTHILL CAPITAL CORP.
By:____________________________________________
Title:
TD SECURITIES
By:____________________________________________
Title:
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THE BANK OF NOVA SCOTIA
By:____________________________________________
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:____________________________________________
Title:
GENERAL ELECTRIC CAPITAL CORP.
By:____________________________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:____________________________________________
Title:
SILVER OAK CAPITAL, L.L.C.
By:____________________________________________
Title:
AG CAPITAL FUNDING, L.P.
By: Angelo, Gordon & Co., L.P.
as Investment Advisors
By:____________________________________________
Title:
OAK HILL SECURITIES FUND, L.P.
By:____________________________________________
Title:
19
OAK HILL SECURITIES FUND II, L.P.
By:____________________________________________
Title:
20
EXHIBIT A
ANNEX B
to
REVOLVING CREDIT AND GUARANTY AGREEMENT
APS ACQUISITION LOAN
APS APS
COMMITMENT COMMITMENT
BANK AMOUNT PERCENTAGE
---- ------ ----------
Goldman Sachs Credit Partners L.P. $29,000,000 72.50000000%
85 Broad Street
New York, NY 10004
Attn: Joseph Lanasa
Foothill Capital Corp. $9,000,000 22.50000000%
2450 Colorado Avenue
Suite 3000 West
Santa Monica, CA 90404
Attn: Edward Stearns
Credit Lyonnais New York Branch $2,000,000 5.00000000%
1301 Avenue of the Americas
New York, NY 10019-0022
Attn.: Anne G. Shean
TOTAL: $40,000,000 100.00%
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