1
Exhibit 10.4
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTY
AGREEMENT AND SUSPENSION AND WAIVER AGREEMENT (hereinafter, the "Agreement") is
entered into as of March 30, 2000 among the Borrowers party hereto, HCR/Alterra
Development, LLC, a Delaware limited liability company (the "Parent"), Alterra
Healthcare Corporation, a Delaware corporation ("Alterra"), Manor Care, Inc., a
Delaware corporation ("HCR"), Bank of America, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent") and the Lenders. Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
given to them in the Credit Agreement.
RECITALS
--------
WHEREAS, the Borrowers party thereto, the Parent, the Administrative
Agent, The Chase Manhattan Bank, as syndication agent, Deutsche Bank AG New York
and/or Cayman Islands Branches and Bank United, F.S.B., as co-agents and the
Lenders are parties to that certain Credit Agreement dated as of September 30,
1999 (as amended or modified from time to time, the "Credit Agreement");
WHEREAS, Alterra entered into that certain Guaranty Agreement dated as of
September 30, 1999 in favor of the Administrative Agent, on behalf of the
Lenders (as amended or modified from time to time, the "Alterra Guaranty
Agreement") and HCR entered into that certain Guaranty Agreement dated as of
September 30, 1999 in favor of the Administrative Agent, on behalf of the
Lenders (the "HCR Guaranty Agreement");
WHEREAS, Alterra advised the Administrative Agent that its initial
estimates indicated that the financial statements for the fourth (4th) quarter
of fiscal year 1999 and for the entirety of fiscal year 1999 (collectively, the
"1999 Financial Statements") may result in a failure of Alterra to comply with
(a) Section 4.9(a) and Section 4.9(b) of the Alterra Guaranty Agreement and (b)
certain financial covenants contained in those agreements identified on Schedule
1 attached hereto (such failures, collectively, the "Alterra Potential Covenant
Breaches");
WHEREAS, Alterra further acknowledged that following delivery of the Final
1999 Financials as required by the Alterra Guaranty Agreement, if in fact the
1999 Financials actually result in the failure of Alterra to comply with (a)
Section 4.9(a) and Section 4.9(b) of the Alterra Guaranty Agreement and (b) with
certain financial covenants for the fiscal period ending December 31, 1999
contained in those agreements identified on Schedule 1 attached hereto, such
failures would constitute (or with notice, time or both, ripen into) Events of
Default under each of the Alterra Guaranty Agreement, the HCR Guaranty Agreement
and the Credit Agreement (such Events of Default, collectively, the "Actual
Breaches) (the Alterra Potential Covenant Breaches and the Actual Breaches may
be referred to collectively herein as the "Acknowledged Events of Default");
2
WHEREAS, subject to the terms and conditions of that certain Waiver
Agreement dated as of February 25, 2000 among the Borrowers party thereto, the
Parent, Alterra, HCR, Bank of America, N.A., as Administrative Agent and the
Lenders party thereto, the Lenders waived the Acknowledged Events of Default for
the period from December 31, 1999 through April 14, 2000 so long as the Tangible
Net Worth of Alterra and its Subsidiaries on a consolidated basis as of December
31, 1999 was not less than $90,000,000;
WHEREAS, the Credit Parties have requested that the Lenders (a) suspend
the application of Sections 4.9(a) and 4.9(b) of the Alterra Guaranty Agreement
for the fourth (4th) fiscal quarter of 1999, (b) permanently waive the
Acknowledged Events of Default resulting from Alterra's failure to comply with
the financial covenants contained in those agreements referenced in Schedule 1
attached hereto, (c) continue to make available to the Pool A Borrowers the
Loans provided under the Credit Agreement and (d) amend certain terms of the
Alterra Guaranty Agreement as set forth herein;
WHEREAS, the Lenders are willing to comply with the foregoing requests,
based upon and subject to the terms and conditions specified in this Agreement;
WHEREAS, the parties hereto also wish to amend certain terms of the Credit
Agreement as more fully set forth below.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Reaffirmation of Existing Debt. The Credit Parties acknowledge and
confirm that (a) the Borrowers' obligations to repay the outstanding principal
amount of the Loans is unconditional and not subject to any offsets, defenses or
counterclaims, (b) the Administrative Agent, on behalf of the Lenders, has a
valid and enforceable first priority perfected security interest in the
Collateral, (c) the Administrative Agent and the Lenders have performed fully
all of their respective obligations under the Credit Agreement and the other
Credit Documents, and (d) by entering into this Agreement, the Administrative
Agent and the Lenders do not waive or release (except for the Suspension (as
defined below) and the Waiver (as defined below) contained herein) any term or
condition of the Credit Agreement or any of the other Credit Documents or any of
their rights or remedies under such Credit Documents or applicable law or any of
the obligations of any Credit Party thereunder.
2. Suspension. Subject to the other terms and conditions of this
Agreement, the Lenders hereby (a) suspend the applicability of Sections 4.9(a)
and 4.9(b) of the Alterra Guaranty Agreement for the fourth (4th) fiscal quarter
of 1999 (the "Suspension") and (b) permanently waive the Acknowledged Events of
Default resulting from Alterra's failure to comply with the financial covenants
contained in those agreements referenced in Schedule 1 attached hereto (the
"Waiver"), such that the Acknowledged Events of Default are void and no longer
existing as of December 31, 1999. Except for the Suspension and Waiver contained
herein, this Agreement does not modify or affect the obligations of the Credit
Parties to comply fully with all terms, conditions and covenants contained in
the Credit Documents. The Suspension and Waiver contained herein is a one time
waiver and suspension and is limited to
2
3
the Suspension and Waiver specifically described herein, and nothing contained
in this Agreement shall be deemed to constitute a waiver or suspension of any
other rights or remedies the Administrative Agent or any Lender may have under
the Credit Agreement or any other Credit Document or under applicable law.
3. Amendments to the Credit Agreement.
(a) Revolving Committed Amount. The definition of "Revolving
Committed Amount" set forth in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"Revolving Committed Amount" means Sixty Million Dollars
($60,000,000)(as such aggregate maximum amount may be reduced from time to
time as provided in Section 3.4).
(b) Section 7.1(d) of the Credit Agreement is hereby amended by
deleting the reference to "Section 7.1(c)" in Section 7.1(d) of the Credit
Agreement and replacing such reference with "Section 7.1(b)".
(c) Schedule 2.1(a)(i). Schedule 2.1(a)(i) of the Credit Agreement
is hereby amended and restated in its entirety to read as provided on
Schedule 2.1(a)(i) attached hereto.
4. Amendments to the Alterra Guaranty Agreement.
(a) Amended Definition. The definition of "Tangible Net Worth" set
forth in Section 1.1 of the Alterra Guaranty Agreement is hereby amended
and restated in its entirety to read as follows:
"Tangible Net Worth" means, at any time, the sum of Net Worth
(defined as shareholder's equity as defined by GAAP) before the
$54,500,000 of charges taken by Alterra in fiscal year 1999 in
connection with the termination of substantially all of Alterra's
new construction and development activity and repurchase of joint
venture interests less the total of (a) all assets which would be
classified as intangible assets under GAAP, including without
limitation, goodwill, trademarks, trademark applications, trade
names, service marks, patent applications and licenses, and deferred
charges, (b) pre-opening costs, organizational costs and deferred
financing costs and (c) advances or loans made to or receivables
from any unconsolidated Affiliates of which Alterra owns less than
fifty percent (50%) or any stockholder of Alterra or any Affiliate.
The deduction in (a) above shall be reduced to the extent of that
goodwill in an amount not to exceed $25,000,000 which may result
from Alterra's buyout of joint ventures interests after December 31,
1999.
(b) EBITDAR to Interest and Rent. Section 4.9(b) of the Alterra
Guaranty Agreement is hereby amended and restated in its entirety to read
as follows:
3
4
(b) Ratio of EBITDAR to Interest and Rent.
(i) Prior to Alterra's receiving gross proceeds of at least
$100,000,000 from the issuance of (x) shares of its capital stock or
(y) convertible debt securities of Alterra with a maturity of at
least five years and no redemption, retirement, sinking fund or
similar requirements and no cash interest payments for at least five
years (the receipt of which shall be evidenced by a certificate
delivered to the Administrative Agent in a form satisfactory to the
Administrative Agent),
(A) During each of the periods noted below, the ratio of
EBITDAR to the sum of Interest plus Rent, measured quarterly
as of the last day of each fiscal quarter of the Consolidated
Parties shall be greater than or equal to:
Period Ratio
------ -----
Fiscal Quarters ending March 31, 2000,
June 30, 2000 and September 30, 2000 0.80 to 1.0
(B) During each of the periods noted below, as of the end of
each fiscal quarter of the Consolidated Parties, the ratio of
EBITDAR, for the twelve month period ending on such date, to
the sum of Interest plus Rent, for the twelve month period
ending on such date, shall be greater than or equal to:
Period Ratio
------ -----
From October 1, 2000 to and
including December 31, 2000 0.90 to 1.0
From January 1, 2001 to and
including March 31, 2001 1.0 to 1.0
From April 1, 2001 to and
including June 30, 2001 1.10 to 1.0
From July 1, 2001 to and
including September 30, 2001 1.15 to 1.0
From October 1, 2001 to and
including December 31, 2001 1.20 to 1.0
From January 1, 2002 to and
including June 30, 2002 1.35 to 1.0
From July 1, 2002 and thereafter 1.40 to 1.0
4
5
(ii) After Alterra's receiving gross proceeds of at least
$100,000,000 from the issuance of (x) shares of its capital stock or
(y) convertible debt securities of Alterra, with a maturity of at
least five years and no redemption, retirement, sinking fund or
similar requirements and no cash interest payments for at least five
years (the receipt of which shall be evidenced by a certificate
delivered to the Administrative Agent in a form satisfactory to the
Administrative Agent).
(A) During each of the periods noted below, the ratio of
EBITDAR to the sum of Interest plus Rent, measured quarterly
as of the last day of each fiscal quarter of the Consolidated
Parties shall be greater than or equal to:
Period Ratio
------ -----
Fiscal Quarter ending
March 31, 2000 0.65 to 1.0
Fiscal Quarters ending June 30,
2000 and September 30, 2000 0.80 to 1.0
(B) During each of the periods noted below, as of the end of
each fiscal quarter of the Consolidated Parties, the ratio of
EBITDAR, for the twelve month period ending on such date, to
the sum of Interest plus Rent, for the twelve month period
ending on such date, shall be greater than or equal to:
Period Ratio
------ -----
From October 1, 2000 to and
Including December 31, 2000 0.85 to 1.0
From January 1, 2001 to and
Including March 31, 2001 0.95 to 1.0
From April 1, 2001 to and
Including June 30, 2001 1.0 to 1.0
From July 1, 2001 to and
Including September 30, 2001 1.10 to 1.0
From October 1, 2001 to and
Including December 31, 2001 1.15 to 1.0
From January 1, 2002 to and
Including March 31, 2002 1.20 to 1.0
5
6
From April 1, 2002 and thereafter 1.25 to 1.0
5. Conditions Precedent. The effectiveness of this Agreement is subject to
the satisfaction of each of the following conditions (in form and substance
satisfactory to the Administrative Agent):
(a) The Administrative Agent shall have received executed
counterparts of this Agreement duly executed by the Credit Parties, the
Administrative Agent and the Required Lenders.
(b) The Administrative Agent shall have received satisfactory
evidence that the lenders party to each of the agreements identified on
Schedule 1 attached hereto shall have waived any and all defaults and
events of default arising from Alterra's failure to comply with the
financial covenants contained in such agreements.
(c) Copy of the resolution (in form and substance satisfactory to
the Administrative Agent) of the Parent, as general partner of each of the
Pool A Borrowers, authorizing each of the Pool A Borrowers to execute and
deliver this Agreement, certified by the co-secretaries of the Parent to
be true and correct and in force and effect as of the date hereof.
(d) Each Lender that executes this Agreement and delivers its
signature page to this Agreement to the Administrative Agent on or before
5:00 p.m., Eastern time, on March 28, 2000 shall have received an
amendment fee in an amount equal to 0.125% of the Revolving Commitment of
such Lender (prior to the effectiveness of this Agreement).
(e) Payment by the Credit Parties of all legal fees and expenses of
the Administrative Agent contained in those certain invoices provided to
the Credit Parties as of the date hereof.
(f) The Administrative Agent shall have received such other
documents and information as it deems reasonably necessary.
6. Miscellaneous.
(a) The term "Credit Agreement" as used in each of the Credit
Documents shall hereafter mean the Credit Agreement as amended by this
Agreement, and the term "Alterra Guaranty Agreement" as used in each of
the Credit Documents shall hereafter mean the Alterra Guaranty Agreement
as amended by this Agreement. Except as herein specifically agreed, the
Credit Agreement and the obligations of the Credit Parties thereunder and
under the other Credit Documents are hereby ratified and confirmed and
shall remain in full force and effect according to their terms, and the
Alterra Guaranty Agreement and the obligations of Alterra thereunder are
hereby ratified and confirmed and shall remain in full force and effect
according to its terms.
(b) Each Credit Party hereby represents and warrants with respect to
itself as follows:
6
7
(i) Such Credit Party has taken all necessary action to
authorize the execution, delivery and performance of this Agreement.
(ii) This Agreement has been duly executed and delivered by
such Credit Party and constitutes each such Credit Party's legal, valid
and binding obligations, enforceable in accordance with its terms, except
as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting creditors' rights generally and (ii) general principles of
equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).
(iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution,
delivery or performance by such Credit Party of this Agreement.
(c) Each Operative Party hereby represents and warrants with respect
to itself to the Lenders that (i) the representations and warranties of
such Operative Party set forth in Section 6 of the Credit Agreement are
true and correct as of the date hereof and (ii) other than the Suspension
and Waiver, no unwaived event has occurred and is continuing which
constitutes a Default or Event of Default. Alterra hereby represents and
warrants to the Lenders that (i) the representations and warranties of
Alterra set forth in Section 3 of the Alterra Guaranty Agreement are true
and correct as of the date hereof and (ii) other than the Suspension and
Waiver, no unwaived event has occurred and is continuing which constitutes
a Default or an Event of Default under the Alterra Guaranty Agreement. HCR
hereby represents and warrants to the Lenders that (i) the representations
and warranties of HCR set forth in Section 3 of the HCR Guaranty Agreement
are true and correct as of the date hereof and (ii) other than the
Suspension and Waiver, no unwaived event has occurred and is continuing
which constitutes a Default or Event of Default.
(d) The Guarantors (i) acknowledge and consent to all of the terms
and conditions of this Agreement, (ii) affirm all of their obligations
under the Credit Documents and (iii) agree that this Agreement and all
documents executed in connection herewith do not operate to reduce or
discharge the Guarantors' obligations under the Credit Agreement or the
other Credit Documents.
(e) This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all
of which shall constitute one and the same instrument. Delivery of an
executed counterpart of this Agreement by telecopy shall be effective as
an original and shall constitute a representation that an executed
original shall be delivered. Upon satisfaction of the conditions
identified in Section 5 hereof, the effectiveness of this Agreement shall
be retroactive to December 31, 1999.
(d) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED
7
8
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Remainder of page intentionally left blank]
8
9
Each of the parties hereto has caused a counterpart of this Agreement to
be duly executed and delivered as of the date first above written.
BORROWERS: CLARE BRIDGE OF AKRON L.P.,
- ----------
a Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
CLARE BRIDGE OF ARLINGTON L.P.,
a Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
10
CLARE BRIDGE OF BAINBRIDGE L.P.,
a Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
CLARE BRIDGE OF BINGHAM FARMS L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
CLARE BRIDGE OF CARROLLWOOD L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
11
CLARE BRIDGE OF FT. MYERS L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
CLARE BRIDGE OF HOUSTON L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
12
CLARE BRIDGE OF JEFFERSON TOWNSHIP L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
CLARE BRIDGE OF LIVONIA L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
CLARE BRIDGE OF PARMA L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
13
CLARE BRIDGE OF RICHARDSON L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
CLARE BRIDGE OF TUSCAWILLA L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
14
CLARE BRIDGE OF WESTCHASE L.P., a
Delaware limited partnership
By: HCR/Alterra Development, LLC,
a Delaware limited liability company, its sole
general partner
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
15
GUARANTORS: HCR/ALTERRA DEVELOPMENT, LLC,
- ----------- a Delaware limited liability company
By: /s/ Douglas G. Haag
Title: Co-Vice President
By: /s/ Mark Ohlendorf
Title: Co-Vice President
ALTERRA HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ Mark Ohlendorf
Title: Sr. Vice President
MANOR CARE, INC., a Delaware corporation
By: /s/ Douglas G. Haag
Title: Co-Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
16
LENDERS: BANK OF AMERICA, N.A.,
- -------- as Administrative Agent and as a Lender
By: /s/ F. Scott Singhoff
Title: Managing Director
THE CHASE MANHATTAN BANK
By: /s/ Dawn Lee Lum
Title: Vice President
DEUTSCHE BANK AG NEW YORK AND/OR
CAYMAN ISLAND BRANCHES
By:
Name:
-----------------------------
Title:
-----------------------------
BANK UNITED, F.S.B.
By:
Name:
-----------------------------
Title:
-----------------------------
COMERICA BANK
By: /s/ Colleen M. Murphy
Title: Vice President
NATIONAL CITY BANK
By:
Name:
-----------------------------
Title:
-----------------------------
THE HUNTINGTON NATIONAL BANK
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
17
By: /s/ Daniel E. Crane
Title: Vice President
BANK OF MONTREAL
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
THE BANK OF NEW YORK
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
18
Schedule 1
----------
1. Master Loan Agreement dated January 8, 1999 among ALS West, Inc., Alterra
and Guaranty Federal Bank, F.S.B.
2. Master Construction Line of Credit Agreement dated as of October 6, 1998
among Alterra, ALS National, Inc. (pursuant to Joinder Agreement), Key
Corporate Capital, Inc., as Administrative Agent and the Co-Agents and
other Lending Institutions named therein.
3. Guaranty dated as of August 31, 1999 made by Alterra in favor of Key
Corporate Capital, Inc., as Administrative Agent
4. Participation Agreement dated as of July 16, 1999 among AHC Tenant, Inc.,
as Lessee, Pita General Corporation, as Owner, Alterra, as Guarantor,
SELCO Service Corporation, as Equity Investor, ZC Specialty Insurance
Company, as Surety, Bank One, N.A. (formerly, the First National Bank of
Chicago), as Trustee and Greenwich Capital Financial Products, Inc., as
Noteholder.
5. Guaranty of Payment Agreement dated September 28, 1998 made by Alterra for
the benefit of Bank United, as agent.
6. Secured Promissory Notes made by project-specific entities to Key
Corporate Capital, Inc. and delivered pursuant to that certain Master Loan
Agreement issued by Key Corporate Capital, Inc. to ALS-Northeast, LLC
dated May 5, 1998.
19
SCHEDULE 2.1(a)(i)
LENDERS AND COMMITMENT PERCENTAGES
Revolving
Revolving Commitment
Operations Contact Credit Contact Commitments Percentage
------------------ -------------- ----------- ----------
Bank of America, N. A. Bank of America, N. A. $15,000,000.00 25.000000000%
Corporate Credit Services 700 Louisiana Street, 8th
NC1-001-15-01 Floor
One Independence Center Houston, Texas 77002-2700
101 North Tryon Street Attn: Scott Singhoff
Charlotte, NC 28255-0001 Telephone: (713) 247-6961
Attn: Rita Quesada-Rodgers Telecopy: (713) 247-6719
Telephone: (704) 386-9371
Facsimile: (704)-409-00023
The Chase Manhattan Bank The Chase Manhattan Bank $12,000,000.00 20.000000000%
1 Chase Manhattan Plaza - 270 Park Avenue, 48th
8th Floor Floor
New York, New York 10081 New York, New York 10017
Attn: Renee Pierre Louis, Attn: Dawn Lee Lum,
Vice President Vice President
Telephone: (212) 552-7322 Telephone: (212) 270-2472
Facsimile: (212) 552-7500 Facsimile: (212) 270-3279
Bank United, F.S.B Bank United, F.S.B $7,500,000.00 12.500000000%
3200 SW Freeway 3200 SW Freeway
Suite 2970 Suite 2940
Houston, Texas 77027 Houston, Texas 77027
Attn: Debbie Cook Attn: William Roberson,
Telephone: (713) 543-6033 Director
Facsimile: (713) 543-6063 Telephone: (713) 543-7745
Facsimile: (713) 543-4162
Deutsche Bank Deutsche Bank $7,500,000.00 12.500000000%
31 West 52nd Street, 24th 31 West 52nd Street, 24th
Floor Floor
New York, NY 10019-2601 New York, NY 10019-2601
Attn: Richard Agnolet Attn: Sue Pearson
Telephone: (212) 469-4113 Telephone: (212) 469-7140
Facsimile: (212) 469-4138 Facsimile: (212) 469-8701
Comerica Bank Comerica Bank $4,500,000.00 7.500000000%
500 Woodward Avenue Two Mid-America Plaza
MC3266 Suite 616
Detroit, Michigan 48226 Oakbrook Terrace,
Attn: Karen Leja, Customer Illinois 60181
Assistant Attn: Colleen M. Murphy,
Telephone: (313) 222-7805 Vice President
Facsimile: (313) 222-3420 Telephone: (630) 645-7376
Facsimile: (630) 575-2164
Bank of Montreal Bank of Montreal $4,500,000.00 7.500000000%
115 South LaSalle Street 115 South LaSalle Street
Chicago, IL 60603-3801 Chicago, IL 60603-3801
Attn: Attn: Heather Turf
Telephone: (312) Telephone: (312) 750-3466
Facsimile: (312) Facsimile: (312) 750-3702
The Bank of New York The Bank of New York $4,500,000.00 7.500000000%
One Wall Street One Wall Street
New York, NY 10286 New York, NY 10286
Attn: Attn: Edward Dougherty
Telephone: (212) Telephone: (212) 635-7842
Facsimile: (212) Facsimile: (212) 635-6434
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT
20
Revolving
Revolving Commitment
Operations Contact Credit Contact Commitments Percentage
------------------ -------------- ----------- ----------
National City Bank National City Bank $3,000,000.00 5.000000000%
1900 E. 9th Street 1900 E. 9th Street
Locator #2077 Locator #2077
Cleveland, OH 44114 Cleveland, OH 44114
Attn: Revett Vickerstaff, Attn: Janice E. Focke,
Manager Vice President and Senior
Telephone: (216) 488-7080 Lending Officer
Facsimile: (216) 488-7110 Telephone: (216) 575-2836
Facsimile: (216) 222-0003
The Huntington National The Huntington National $1,500,000.00 2.500000000%
Bank Bank
300 Madison Avenue, Suite 300 Madison Avenue, Suite
900 900
Toledo, OH 43603 Toledo, OH 43603
Attn: Jennifer Harville Attn: Daniel E. Crane
Telephone: (614) 480-2948 Telephone: (419) 321-1087
Facsimile: (614) 480-2533 Facsimile: (419) 321-1053
Total $60,000,000 100%
FIRST AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO GUARANTY AGREEMENT
AND SUSPENSION AND WAIVER AGREEMENT