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Exhibit 4.7
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of April 23, 1999 (this "AMENDMENT NO. 2") to the
Credit Agreement dated as of November 3, 1995, as amended and restated as of
July 31, 1997 (as further amended from time to time, the "CREDIT AGREEMENT"),
among CEDAR CHEMICAL CORPORATION, a Delaware corporation (together with its
successors, the "COMPANY"), the lenders listed on the signature pages thereto
(together with their successors, the "LENDERS") and THE CHASE MANHATTAN BANK, as
administrative agent (in such capacity, together with its successors in such
capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into the Credit
Agreement; and
WHEREAS, the Company has asked the Lenders to (i) increase the Tranche A
Term Loans and/or the Tranche B Term Loans by $9,000,000 in the aggregate, (ii)
amend the amortization schedule applicable to the Tranche A Term Loans and/or
the Tranche B Term Loans, (iii) amend the Current Ratio, Leverage Ratio,
Interest Coverage Ratio, Fixed Charge Coverage Ratio and Capital Expenditures
covenants, (iv) permit the formation of a new direct wholly-owned Subsidiary by
the Company, (v) waive the Company's default with respect to the Leverage Ratio
for the month of February 1999, and (vi) consent to the amendment of the
definition of "Secured Obligations" in each of the Company Security Agreement,
the Subsidiary Guarantor Security Agreement, the Company Pledge Agreement and
the Nine West Pledge Agreement, and, subject to the terms and conditions set
forth herein, the Lenders are willing to do so;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer to
the Credit Agreement as amended hereby.
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SECTION 2. Amendment of Section 1.01 of the Credit Agreement. (a) Section
1.01 of the Credit Agreement is amended by inserting, in their appropriate
alphabetical position, the following definitions:
"ADDITIONAL TRANCHE A TERM LOAN" has the meaning set forth in
Section 2.01(i).
"ADDITIONAL TRANCHE B TERM LOAN" has the meaning set forth in
Section 2.01(i).
"ADDITIONAL TRANCHE B TERM LOAN COMMITMENT" shall mean, as to any
Lender, the obligation (if any) of such Lender to make an Additional
Tranche B Term Loan to the Company in a principal amount up to but not
exceeding the amount set forth opposite such Lender's name on the
Commitment Schedule under the caption "Additional Tranche B Term Loan
Commitment" (as the same may be adjusted from time to time pursuant to
Section 2.03).
"AMENDED AND RESTATED TRANCHE A TERM NOTES" shall mean the
promissory notes of the Company evidencing the Tranche A Term Loans,
substantially in the form of Exhibit A to Amendment No. 2.
"AMENDED AND RESTATED TRANCHE B TERM NOTES" shall mean the
promissory notes of the Company evidencing the Tranche B Term Loans,
substantially in the form of Exhibit B to Amendment No. 2.
"AMENDMENT NO. 2" shall mean Amendment No. 2 to this
Agreement dated as of the Amendment No. 2 Effective Date among the
parties to this Agreement.
"AMENDMENT NO. 2 EFFECTIVE DATE" shall mean April 23, 1999.
"COMMITMENT SCHEDULE" shall mean the Commitment Schedule
attached as Schedule I to Amendment No. 2.
"EXISTING TRANCHE A TERM LOAN" has the meaning set forth in
Section 2.01(i).
"EXISTING TRANCHE B TERM LOAN" has the meaning set forth in
Section 2.01(i).
"NEW CAPITAL PROJECTS"shall mean, collectively, (i) the expansion of
the Company's dichloroanaline ("DCA") capacity to eliminate the need for
purchases of DCA as a raw material in the production of propanil, (ii)
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the expansion of in-house formulation in the Company's organics division,
(iii) the construction of a slow-release plant at the potassium nitrate
plant of Vicksburg Chemical, and (iv) the purchase of a new boiler to
expand the potassium nitrate capacity at Vicksburg Chemical.
"PARENT CAPITAL CONTRIBUTION AGREEMENT" shall mean the Parent
Capital Contribution Agreement dated as of April 23, 1999 among the
Parent, the Company and the Administrative Agent, substantially in the
form of Exhibit F attached to Amendment No. 2, pursuant to which the
Parent has agreed to contribute or cause to be contributed capital to the
Company in the amount of each payment by the Company or Vicksburg Chemical
under the Settlement Agreements within five days of such payment, as such
agreement shall, subject to Section 9.20 hereof, be modified and
supplemented and in effect from time to time.
"SETTLEMENT AGREEMENTS" shall mean, collectively, (i) the
Conditional Agreement to Settle dated as of August 20, 1998 by and among
the Plaintiffs' Liaison Committee, on behalf of the Class, the
Compromising Parties and the Settling Insurers, in each case as named
therein, and (ii) the Conditional Agreement to Settle dated as of August
20, 1998 by and among the Mississippi Plaintiff's Counsel, on behalf of
the Mississippi Plaintiffs, the Compromising Parties, and the Settling
Insurers, in each case as named therein, as said agreements shall be
modified and supplemented and in effect from time to time, with respect to
the settlement of all claims against the Company pursuant to In re:
Chemical Release at Bogalusa (all cases), Case No. 73,341, Division C,
22nd Judicial District, Parish of Washington, State of Louisiana and In
re: Bogalusa Chemical Release (all cases), Case No.: 251-96-493 Civ.,
Circuit Court of Hinds County, Mississippi First Judicial District.
"SPECIAL DIVIDEND" has the meaning set forth in Section 9.16 of
the Original Agreement.
"SUBSIDIARY GUARANTOR ADDENDUM" shall mean the Subsidiary Guarantor
Addendum dated as of the Amendment No. 2 Effective Date executed by TRI
Pro, Inc., substantially in the form of Exhibit E to Amendment No. 2, as
modified and supplemented and in effect from time to time.
"TRANCHE A TERM LOAN COMMITMENT" shall mean, as to any Lender, the
obligation (if any) of such Lender to make an Additional Tranche A Term
Loan to the Company in a principal amount up to but not exceeding the
amount set forth opposite such Lender's name on the Commitment Schedule
under the caption "Tranche A Term Loan
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Commitment" (as the same may be adjusted from time to time pursuant to
Section 2.03).
"VICKSBURG CHEMICAL" shall mean Vicksburg Chemical Company, a
Delaware corporation, and its successors.
(b) Section 1.01 of the Credit Agreement is amended by restating in their
entirety the following definitions:
"COMMITMENTS" shall mean, as to any Lender, the aggregate of such
Lender's Tranche A Term Loan Commitment, Additional Tranche B Term Loan
Commitment and Working Capital Commitment.
"FINANCING DOCUMENTS" shall mean this Agreement, the Nine West
Guaranty, the Subsidiary Guaranty, the Nine West Guarantor
Acknowledgments, the Subsidiary Guarantor Acknowledgments, the Subsidiary
Guarantor Addendum, the Parent Capital Contribution Agreement, the Notes
and the Security Documents.
"NINE WEST GUARANTOR ACKNOWLEDGMENTS" shall mean the Nine West
Guarantor Acknowledgment and Consent dated the Effective Date executed by
Nine West, substantially in the form of Exhibit H hereto, and the Nine
West Guarantor Acknowledgment and Consent dated the Amendment No. 2
Effective Date executed by Nine West, substantially in
the form of Exhibit D to Amendment No. 2.
"REQUIRED CLASS LENDERS" shall mean, with respect to any Class of
Lenders, (x) at any time while no Loans or Letter of Credit Liabilities of
such Class of Lenders are outstanding, (i) for the Class of Lenders
holding Tranche A Term Loan Commitments or Working Capital Commitments,
Lenders having at least 66 2/3% of the aggregate amount of the Tranche A
Term Loan Commitments and the Working Capital Commitments and (ii) for the
Class of Lenders holding Additional Tranche B Term Loan Commitments,
Lenders having at least 66 2/3% of the aggregate amount of the Additional
Tranche B Term Loan Commitments, and (y) at any time while any Loans or
Letter of Credit Liabilities (if any) of such Class of Lenders are
outstanding, (i) for the Class of Lenders holding Tranche A Term Loans or
Working Capital Loans or Letter of Credit Liabilities, Lenders holding at
least 66 2/3% of the outstanding aggregate principal amount of the Tranche
A Term Loans, the Working Capital Loans and Letter of Credit Liabilities
(including, without limitation, participations in the Participation
Letters of Credit) and (ii) for the Class of Lenders holding Tranche B
Term Loans, Lenders holding at least 66 2/3% of the outstanding aggregate
principal amount of the Tranche B Term Loans.
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"SUBSIDIARY GUARANTOR" shall mean each of the following Subsidiaries
of the Company: Vicksburg Chemical, Cedar International, TRI Pro, Inc., a
Delaware corporation, and each other Subsidiary of the Company that from
time to time becomes a party to the Subsidiary Guaranty.
"SUBSIDIARY GUARANTOR ACKNOWLEDGMENTS" shall mean the Subsidiary
Guarantor Acknowledgment and Consent dated the Effective Date executed by
each of Vicksburg Chemical and Cedar International, substantially in the
form of Exhibit I hereto, and the Subsidiary Guarantor Acknowledgment and
Consent dated the Amendment No. 2 Effective Date executed by each of
Vicksburg Chemical and Cedar International, substantially in the form of
Exhibit C to Amendment No. 2.
"TRANCHE A TERM LOAN" shall mean, as to any Lender, the Existing
Tranche A Term Loan and/or any Additional Tranche A Term Loan of such
Lender, as the context may require.
"TRANCHE A TERM NOTES" shall mean (i) as to Lenders who have not
made a Tranche A Term Loan Commitment, the promissory notes of the Company
evidencing the Tranche A Term Loans, substantially in the form of Exhibit
A hereto, and (ii) as to Lenders who have made a Tranche A Term Loan
Commitment, (x) for the period from the Effective Date through the
Amendment No. 2 Effective Date, the promissory notes of the Company
evidencing the Tranche A Term Loans, substantially in the form of Exhibit
A hereto, and (y) for the period beginning on the Amendment No. 2
Effective Date and thereafter, the Amended and Restated Tranche A Term
Notes.
"TRANCHE B TERM LOAN" shall mean, as to any Lender, the Existing
Tranche B Term Loan and/or any Additional Tranche B Term Loan of such
Lender, as the context may require.
"TRANCHE B TERM NOTES" shall mean (i) as to Lenders who have not
made an Additional Tranche B Term Loan Commitment, the promissory notes of
the Company evidencing the Tranche B Term Loans, substantially in the form
of Exhibit B hereto, and (ii) as to Lenders who have made an Additional
Tranche B Term Loan Commitment, (x) for the period from the Effective Date
through the Amendment No. 2 Effective Date, the promissory notes of the
Company evidencing the Tranche B Term Loans, substantially in the form of
Exhibit B hereto, and (y) for the period beginning on the Amendment No. 2
Effective Date and thereafter, the Amended and Restated Tranche B Term
Notes.
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SECTION 3. Amendment of Section 1.03 of the Credit Agreement. Section 1.03
of the Credit Agreement is amended by replacing the parenthetical "(or Tranche B
Term Loan Commitments)" in the second sentence thereof with "(or Commitments to
make any such Class of Loans)".
SECTION 4. Amendment of Section 2.01(i) of the Credit Agreement. Section
2.01(i) of the Credit Agreement is amended and restated in its entirety as
follows:
(i) Term Loans. Prior to the Amendment No. 2 Effective Date, each
Lender made a Tranche A Term Loan (an "EXISTING TRANCHE A TERM LOAN")
and/or a Tranche B Term Loan (an "EXISTING TRANCHE B TERM LOAN") pursuant
to the terms of the Original Agreement or this Agreement, as the case may
be. As of the Amendment No. 2 Effective Date, $5,832,161.68 in principal
amount of the Existing Tranche A Term Loans and $43,678,381.53 in
principal amount of the Existing Tranche B Term Loans remain outstanding.
On the Amendment No. 2 Effective Date, each Lender shall make an
additional Loan to the Company in an amount equal to its Tranche A Term
Loan Commitment, if any (such loan, an "ADDITIONAL TRANCHE A TERM LOAN"),
and an additional Loan to the Company in an amount equal to its Additional
Tranche B Term Loan Commitment, if any (such loan, an "ADDITIONAL TRANCHE
B TERM LOAN").
SECTION 5. Amendment of Section 2.03(a)(ii) of the Credit Agreement.
Section 2.03(a)(ii) of the Credit Agreement is amended and restated in its
entirety as follows:
(ii) The Tranche A Term Loan Commitments and the Additional
Tranche B Term Loan Commitments shall all terminate on the
Amendment No. 2 Effective Date.
SECTION 6. Amendment of Section 2.07 of the Credit Agreement. The first
sentence of Section 2.07 of the Credit Agreement is amended and restated as
follows:
The Loans of each Class made by each Lender shall be evidenced by a single
Tranche A Term Note, Tranche B Term Note or Working Capital Note of the
Company (each a "NOTE"), as the case may be, payable to the order of such
Lender in a principal amount equal to such Lender's Commitment of such
Class as originally in effect (or, in the case of the Amended and Restated
Tranche A Term Notes and the Amended and Restated Tranche B Term Notes, in
a principal amount equal to the initial
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principal amount of the related Loans by such Lender as in effect as of
the Amendment No. 2 Effective Date) and otherwise duly completed.
SECTION 7. Amendment of Section 2.08 of the Credit Agreement. The first
sentence of Section 2.08 of the Credit Agreement is amended and restated in its
entirety as follows:
The proceeds of the Existing Tranche B Term Loans made pursuant to Section
2.01(i) hereof have been used to repay existing outstanding Working
Capital Loans and to finance Capital Expenditures in connection with the
Potassium Nitrate Project and the MAP/MKP Project, and the proceeds of the
Additional Tranche A Term Loans and the Additional Tranche B Term Loans
made pursuant to Section 2.01(i) hereof shall be used to finance Capital
Expenditures in connection with the New Capital Projects.
SECTION 8. Amendment of Section 5.02(b) of the Credit Agreement. The first
sentence of Section 5.02(b) of the Credit Agreement is amended by inserting the
following parenthetical at the end thereof:
(except that the payment by the Company of principal of the Tranche B
Term Loans on the Quarterly Date falling in April 1999 shall be for the
account of the Lenders pro rata in accordance with the respective unpaid
principal amount of their Existing Tranche B Term Loans, and no amount of
such payment shall be for the account of the Lenders in respect of their
Additional Tranche B Term Loans)
SECTION 9. Amendment of Section 8.02 of the Credit Agreement. Section 8.02
of the Credit Agreement is amended by amending subsections (a)(i) and (c)
thereof in their entirety as follows:
(a)(i)The audited consolidated balance sheets of the Company and its
Subsidiaries as of December 31, 1998 and the related consolidated
statements of income and retained earnings and cash flows for the year
then ended (the "COMPANY AUDITED STATEMENTS"), have been prepared in
accordance with generally accepted accounting principles consistently
applied. The Company Audited Statements fairly present the financial
position of the Company and its Subsidiaries at December 31, 1998 and the
results of their operations and cash flows for the year then ended in
conformity with generally accepted accounting principles.
(c) Since December 31, 1998 no event has occurred and no condition
has come into existence which has had, or is reasonably likely to have, a
Material Adverse Effect.
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SECTION 10. Amendment of Section 8.10 of the Credit Agreement. Section
8.10 of the Credit Agreement is amended by changing the references to "the
Effective Date" therein to "the Amendment No. 2 Effective Date".
SECTION 11. Amendment of Section 9.09 of the Credit Agreement. Section
9.09 of the Credit Agreement is amended by inserting, immediately after the text
"to Current Liabilities", the following parenthetical:
(other than Current Liabilities owing by the Company pursuant to the
Settlement Agreements; provided that the Parent Capital Contribution
Agreement shall be in effect, and TRI shall be in compliance with all
applicable provisions thereof, in each case at such time)
SECTION 12. Amendment of Section 9.10 of the Credit Agreement. Section
9.10 of the Credit Agreement is amended by changing the table contained therein
to read in its entirety as follows:
Periods Ratio
------- -----
From the Effective Date
through July 30, 1997 3.80:1.00
From July 31, 1997 through
December 30, 1997 3.50:1.00
From December 31, 1997
through December 30, 1998 3.00:1.00
From December 31, 1998
through June 30, 1999 3.50:1.00
From July 1, 1999 through
September 30, 1999 3.25:1.00
From October 1, 1999 through
December 31, 1999 3.00:1.00
From January 1, 2000 through
December 31, 2000 2.75:1.00
From January 1, 2001 through
December 31, 2001 2.25:1.00
From January 1, 2002 and at
all times thereafter 2.00:1.00
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SECTION 13. Amendment of Section 9.11 of the Credit Agreement. Section
9.11 of the Credit Agreement is amended by changing the table contained therein
to read in its entirety as follows:
Periods Ratio
------- -----
From the Effective Date
through December 30, 1997 2.25:1.00
From December 31, 1997
through December 31, 1999 3.00:1.00
From January 1, 2000 and at
all times thereafter 3.50:1.00
SECTION 14. Amendment of Section 9.12(i) of the Credit Agreement. The
parenthetical immediately after the text "minus Capital Expenditures" in clause
(i) of Section 9.12 of the Credit Agreement is amended and restated in its
entirety as follows:
(other than (x) Capital Expenditures incurred during fiscal year 1998 in
respect of the MAP/MKP Project in an aggregate amount not to exceed the
sum of $6,500,000 plus the amount of related capitalized interest expense
and (y) Capital Expenditures incurred during fiscal year 1999 in respect
of the New Capital Projects in an aggregate amount not to exceed the sum
of $6,000,000 plus the amount of related capitalized interest expense)
SECTION 15. Amendment of Section 9.19 of the Credit Agreement. Section
9.19 of the Credit Agreement is amended by inserting a new clause (iii),
restating the existing clause (iii) as clause (iv) and restating the proviso
thereof as follows:
(iii) for fiscal year 1999, $6,000,000; provided that such Capital
Expenditures shall be applied solely to the New Capital Projects; plus
(iv) Capital Expenditures consisting of capitalized Interest Expense
incurred in connection with Capital Expenditures permitted pursuant to
clauses (ii) and (iii) above;
provided that to the extent that Capital Expenditures in any period are
less than the permitted amount for such period set forth in clause (i),
(ii) or (iii) above, the amount of such shortfall may be carried forward
to any succeeding fiscal year.
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SECTION 16. Amendment of Section 9.15 of the Credit Agreement. Section
9.15 of the Credit Agreement is amended by changing the reference to "the
Effective Date" in clause (v) thereof to "the Amendment No. 2 Effective Date".
SECTION 17. Amendment of Section 9.20 of the Credit Agreement. Section
9.20 of the Credit Agreement is amended by inserting "the Parent Capital
Contribution Agreement," immediately before the reference to "the Tax Sharing
Agreement" in the second sentence thereof.
SECTION 18. Amendment of Section 10.01(d) of the Credit Agreement. Section
10.01(d) of the Credit Agreement is amended by restating clause (iii) thereof as
follows:
(iii) the Parent shall default in the performance of any of its
obligations under the Parent Capital Contribution Agreement.
SECTION 19. Amendment of Section 11.10 of the Credit Agreement. Section
11.10 of the Credit Agreement is amended by replacing the words "record the
Tranche B Term Loan Commitments and the Working Capital Commitments from time to
time of each of the Lenders" contained in the first sentence thereof with
"record the Commitments from time to time of each of the Lenders".
SECTION 20. Amendment of Schedule III of the Credit Agreement. Schedule
III of the Credit Agreement is amended and restated in its entirety as set forth
in Schedule II hereto.
SECTION 21. Amendment of Schedule IV of the Credit Agreement. Schedule IV
to the Credit Agreement is amended by (i) inserting the new Subsidiary "TRI Pro,
Inc." under the caption "Subsidiaries of Cedar Chemical Corporation" and (ii)
deleting all items other than US Treasury Notes under the caption "Other
Investments".
SECTION 22. Amendment of Schedule V of the Credit Agreement. Schedule V to
the Credit Agreement is amended by deleting the reference to the Joint Venture
Agreement between Cedar and Girindus Chemie GMBH & Co. under the caption
"Agreements".
SECTION 23. Waiver of Compliance with Section 9.10 of the Credit
Agreement. The Lenders hereby waive any Default or Event of Default that has
occurred during the period of February 1, 1999 through February 28, 1999 with
respect to the failure of the Company to comply with the Leverage Ratio set
forth in Section 9.10 of the Credit Agreement at any time during such period.
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SECTION 24. Consent to Amendments to Security Documents. Each of the
Lenders hereby consents to amendments to the Company Security Agreement, the
Subsidiary Guarantor Security Agreement, the Company Pledge Agreement and the
Nine West Pledge Agreement, substantially in the form of Exhibits G, H, I and J,
respectively, hereto, and hereby authorizes the Administrative Agent to execute
such amendments in substantially the form of such Exhibits hereto.
SECTION 25. Representations of the Company. The Company represents and
warrants that as of the Amendment No. 2 Effective Date and after giving effect
to Amendment No. 2, (i) the representations and warranties of the Company set
forth in Article 8 of the Credit Agreement will be true and correct as though
made on and as of such date and (ii) no Default will have occurred and be
continuing.
SECTION 26. Governing Law. This Amendment No. 2 shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 27. Counterparts; Effectiveness. This Amendment No. 2 may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment No. 2 shall become effective on the date (the
"AMENDMENT NO. 2 EFFECTIVE DATE") on which all of the following conditions
precedent shall have been fulfilled to the satisfaction of the Administrative
Agent:
(a) Counterparts. The Administrative Agent shall have received
counterparts of this Amendment No. 2, executed and delivered by or on behalf of
each of the parties hereto (or, in the case of any party as to which the
Administrative Agent shall not have received such a counterpart, the
Administrative Agent shall have received evidence satisfactory to it of the
execution and delivery by such Lender of a counterpart hereof).
(b) Notes. The Administrative Agent shall have received the Amended and
Restated Tranche A Term Note and the Amended and Restated Tranche B Term Note
for each Lender extending a Tranche A Term Loan Commitment or an Additional
Tranche B Term Loan Commitment under this Amendment No. 2, duly completed and
executed.
(c) Ancillary Documents. The Administrative Agent shall have received
counterparts of (i) the applicable Subsidiary Guarantor Acknowledgment and Nine
West Guarantor Acknowledgment, (ii) the Subsidiary Guarantor Addendum and (iii)
the Parent Capital Contribution Agreement, in each case executed and delivered
by or on behalf of each of the parties thereto.
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(d) Fees and Expenses. The Company shall have paid to the Administrative
Agent, for the account of each Lender, a fee equal to 0.125% of the sum of the
aggregate principal amount of such Lender's Tranche A Term Loans, Tranche B Term
Loans and Working Capital Commitments, in each case outstanding under the Credit
Agreement immediately prior to the Amendment No. 2 Effective Date; and shall
have in addition paid to the Administrative Agent all amounts payable under
Section 12.03 of the Credit Agreement on or before the Amendment No. 2 Effective
Date.
(e) Opinions of Counsel to the Company. The Administrative Agent shall
have received an opinion of Apperson, Crump & Maxwell, PLC, counsel to the
Company, substantially in the form of Exhibit E to the Credit Agreement, and an
opinion of Rubin, Baum, Levin, Constant & Friedman, counsel to the Parent and
Nine West, substantially in the form of Exhibit F to the Credit Agreement, in
each case with reference to this Amendment No. 2 and the Credit Agreement as
amended hereby.
(f) Other Documents. The Administrative Agent shall have received such
other documents relating to the transactions contemplated hereby as the
Administrative Agent may reasonably request.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed by their respective authorized officers as of the day and year
first above written.
CEDAR CHEMICAL CORPORATION
By /s/ J. Randal Tomblin
-------------------------------------
Title: President
LENDERS:
THE CHASE MANHATTAN BANK
By /s/ Robert T. Sacks
-------------------------------------
Title: Managing Director
BANK LEUMI TRUST COMPANY OF
NEW YORK
By /s/ Gloria Bucher
-------------------------------------
Title: First Vice President and
Managing Director
THE BANK OF NOVA SCOTIA
By /s/ Brian Allen
-------------------------------------
Title: Senior Relationship Manager
FIRST AMERICAN NATIONAL BANK
By /s/ S. Floyd Harvey, III
-------------------------------------
Title: Senior Vice President
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U.S. BANK NATIONAL ASSOCIATION
By /s/ Alan V. Schuler
-------------------------------------
Title: Vice President
ERSTE BANK NEW YORK
By /s/ Arcinee Hovanessian
-------------------------------------
Title: Vice President
By /s/ John S. Runnion
-------------------------------------
Title: First Vice President
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By /s/ Colleen M. Cunniffe
-------------------------------------
Title: Authorized Signatory
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By /s/ Robert L. Wilson
-------------------------------------
Title: Vice President
VAN KAMPEN PRIME RATE INCOME
TRUST
By /s/ Lisa M. Mincheski
-------------------------------------
Title: Assistant Portfolio Manager
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INDOSUEZ CAPITAL FUNDING IIA,
LIMITED
By: INDOSUEZ CAPITAL as portfolio
advisor
By /s/ Melissa Marano
-------------------------------------
Title: Vice President
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SCHEDULE I
COMMITMENT SCHEDULE
Additional
Tranche A Tranche B Working
Term Loan Term Loan Capital
Lender Commitment Commitment Commitment
- ------ ---------- ---------- ----------
The Chase Manhattan Bank $ 0.00 $ 2,000,000.00 $ 6,066,691.43
Bank Leumi Trust Company of New York 1,000,000.00 0.00 3,250,000.00
The Bank of Nova Scotia 0.00 5,000,000.00 3,250,000.00
First American National Bank 0.00 0.00 6,500,000.00
U.S. Bank National Association 500,000.00 500,000.00 3,683,308.57
Erste Bank New York 0.00 0.00 3,250,000.00
Merrill Lynch Senior Floating Rate Fund, Inc. 0.00 0.00 0.00
Pilgrim Prime Rate Trust 0.00 0.00 0.00
Van Kampen Prime Rate Income Trust 0.00 0.00 0.00
Indosuez Capital Funding IIA, Limited 0.00 0.00 0.00
Total: $ 1,500,000.00 $ 7,500,000.00 $26,000,000.00
============== ============== ==============
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SCHEDULE II
Scheduled Term Loan Installments
Tranche A Tranche B
Quarterly Date Term Loan Term Loan
Falling In Installment Installment
---------- ----------- -----------
April 1999 $ 0.00 $ 110,000.00
July 1999 0.00 128,935.75
October 1999 0.00 128,935.75
January 2000 0.00 128,935.75
April 2000 0.00 128,935.75
July 2000 0.00 128,935.75
October 2000 0.00 128,935.75
January 2001 0.00 128,935.75
April 2001 0.00 128,935.75
July 2001 0.00 128,935.75
October 2001 7,332,161.75 128,935.75
January 2002 5,860,715.93
April 2002 5,860,715.93
July 2002 5,860,715.93
October 2002 5,860,715.93
January 2003 6,584,040.06
April 2003 6,584,040.06
July 2003 6,584,040.06
October 2003 6,584,040.06
Total: $7,332.161.75 $51,178,381.46
============== ==============
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