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EXHIBIT 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 29, 2000
(this "Amendment"), is among Venture Holdings Company LLC, a Michigan limited
liability company, as successor Borrower to Venture Holdings Trust under the
Credit Agreement (the "Borrower"), the lenders set forth on the signature pages
hereof (collectively, the "Lenders"), and Bank One, NA, formerly known as The
First National Bank of Chicago, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
RECITAL
The Borrower, the Administrative Agent and the Lenders are parties to a
Credit Agreement dated as of May 27, 1999, as amended by a First Amendment to
Credit Agreement dated June 4, 1999 (the "Credit Agreement"). The Borrower and
the Guarantors desire to amend the Credit Agreement and the Agent and the
Lenders are willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
The Credit Agreement is amended as follows:
1.1 The definition of Consolidated Interest Expense in Section 1.1
is amended by adding the following to the end thereof: "; provided that,
notwithstanding the foregoing, non-cash interest expense resulting from the
amortization of capitalized interest which was capitalized in connection with
the termination of interest rate swaps shall be excluded from Consolidated
Interest Expense."
1.2 The definition of Consolidated Net Income in Section 1.1 is
amended by adding the following to the end of clause (d) thereof: ", including,
without limitation, any gain or loss from any termination or similar payment in
connection with the termination of any agreement or arrangement protecting
against fluctuations in interest rates, including without limitation cross
currency interest rate agreements,".
1.3 The definition of Consolidated Net Worth in Section 1.1
is restated as follows:
"Consolidated Net Worth" means the aggregate amount of trust
equity (i.e., consolidated trust principal) and common shareholders' or
members' equity, as applicable, as determined from a consolidated
balance sheet of the Borrower and its
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Subsidiaries, prepared in accordance with Agreement Accounting
Principles, provided that Consolidated Net Worth shall not be increased
or decreased as a result of any unrealized currency gains and losses
and cumulative translation adjustments in accordance with Statement of
Financial Accounting Standard No. 52, except to the extent such net
gains or losses and cumulative translation adjustments accrued
subsequent to June 30, 2000 exceed $25,000,000.
1.4 Sections 2.1(c)(i) and 2.1(d)(i) are each amended by deleting
reference therein to "$20,000,000" and substituting "$25,000,000" in place
thereof.
1.5 Section 2.8 is amended by deleting reference in the sixth line
thereof to "$5,000,000" and substituting "$1,000,000" in place thereof.
1.6 Section 2.10 is amended by deleting the phrase "The Borrower
shall give the Administrative Agent irrevocable notice (a "Borrowing Notice")
not later than noon (Detroit time) at least one Business Day before the
Borrowing Date of each Floating Rate Advance, three Business Days before the
Borrowing Date for each Eurodollar Advance, and four Business Days before the
Borrowing Date for each Eurocurrency Advance" and substituting "The Borrower
shall give the Administrative Agent irrevocable notice (a "Borrowing Notice")
not later than 11:00 am (Detroit time) on the Borrowing Date of each Floating
Rate Advance, noon (Detroit time) three Business Days before the Borrowing Date
for each Eurodollar Advance, and noon (Detroit time) four Business Days before
the Borrowing Date for each Eurocurrency Advance" in place thereof.
1.7 A new Section 2.23.5 is added as follows:
2.23.5 Notwithstanding anything in herein to the contrary, in
addition to all payments of the Loans required hereunder, all of the
Net Cash Proceeds of any receivable sales and/or factoring permitted by
Section 6.11(vi) at any time after the Effective Date shall be applied
as a prepayment to the Interim Term Loan until the Interim Term Loan is
paid in full.
1.8 Section 6.1(xiii) is re-designated as Section 6.1(xiv) and a
new Section 6.1(xiii) is added as follows:
(xiii) Promptly and in any event within 120 days after the
close of each of its fiscal years, a budget and forecast prepared by
the Borrower for such fiscal year in detail satisfactory to the Agent.
1.9 Section 6.11 amended by (a) restating clause (vi) as follows:
"(vi) Indebtedness in connection with any receivable sales and/or factoring in
the ordinary course of business by the Borrower or any Subsidiary and which is
non-recourse to the Borrower or such Subsidiary, as the case may be, in an
aggregate amount at any one time outstanding not to exceed an amount equal to
the Dollar Equivalent of $100,000,000;" and (b) adding the following to the end
thereof: "For purposes of this Agreement, the aggregate outstanding amount of
monetary obligations under any receivables factoring, receivable sales or
similar transactions shall be based on the aggregate outstanding amount sold,
assigned, discounted or otherwise transferred for which the underlying
receivable or similar asset has not been collected from the relevant account
debtor or similar obligor thereon and all monetary obligations under any
synthetic lease, tax ownership/operating lease, off-balance sheet financing or
similar financing (excluding Operating Leases which are not synthetic leases or
tax ownership/operating leases) shall be based on the aggregate
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outstanding amount financed, in all cases whether or not shown as a liability on
a consolidated balance sheet of the Borrower and its Subsidiaries, as reasonably
satisfactory to the Agent."
1.10 Sections 6.25 through 6.28 are restated as follows:
6.25 Consolidated Net Worth. The Borrower will maintain
Consolidated Net Worth at all times of not less than the sum of (a) 90%
of actual June 30, 2000 Consolidated Net Worth, provided such amount is
acceptable to the Agent, plus (b) 50% of the consolidated net income
(after taxes and Permitted Tax Distributions) of the Borrower and its
Subsidiaries, as determined in accordance with the Agreement Accounting
Principles, such 50% of consolidated net income to be added as of the
end of each fiscal year of the Borrower, provided that the amount added
for the fiscal year ending December 31, 2000 shall equal such
consolidated net income for the six months ending December 31, 2000 and
if such net income is negative in any such six month period or fiscal
year, the amount added for such six month period or fiscal year shall
be zero and it shall not reduce the amount to be added for any other
period or fiscal year and (c) 75% of the Net Cash Proceeds from any
capital contribution to the Borrower or the issuance of any Capital
Stock of the Borrower.
6.26 Interest Coverage Ratio. The Borrower will maintain an
Interest Coverage Ratio of at least (a) 1.90 to 1.0 as of June 30, 2000
and as of September 30, 2000, (b) 2.00 to 1.0 as of December 31, 2000
and as of the end of each fiscal quarter thereafter through the fiscal
quarter ending September 30, 2002, (c) 2.25 to 1.0 as of December 31,
2002 and as of the end of each fiscal quarter thereafter through the
fiscal quarter ending September 30, 2003, (d) 2.50 to 1.0 as of
December 31, 2003 and as of the end of each fiscal quarter thereafter
through the fiscal quarter ending September 30, 2004, and (e) 2.75 to
1.0 as of December 31, 2004 and as of the end of each fiscal quarter
thereafter.
6.27 Fixed Charge Coverage Ratio. The Borrower will maintain a
Fixed Charge Coverage Ratio of at least (a) 0.85 to 1.0 as of June 30,
2000, (b) 0.9 to 1.0 as of September 30, 2000, (c) 1.00 to 1.0 as of
December 31, 2000 and as of the end of each fiscal quarter thereafter
through the fiscal quarter ending December 31, 2002 and (d) 1.05 to 1.0
as of the end of each fiscal quarter thereafter.
6.28 Leverage Ratio. The Borrower will maintain a Leverage
Ratio of not more than (a) 5.25 to 1.0 at any time from and including
June 30, 2000 to and including December 30, 2000, (b) 4.90 to 1.0 at
any time from and including December 31, 2000 to and including June 29,
2001, (c) 4.75 to 1.0 at any time from and including June 30, 2001 to
and including December 30, 2001, (d) 4.50 to 1.0 at any time from and
including December 31, 2001 to and including December 30, 2002, (e)
4.00 to 1.0 at any time from and including December 31, 2002 to and
including December 30, 2003, and (f) 3.50 to 1.0 at any time
thereafter.
1.11 Reference in Section 7.20 to "November 27, 2000" shall be
deleted and "March 31, 2002" shall be substituted in place thereof.
1.12 Schedule 1.1-A to the Credit Agreement is replaced with
Schedule 1.1-A attached hereto.
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ARTICLE 2.
REPRESENTATIONS
The Borrower and each Guarantor represents and warrants to, and agrees
with, the Administrative Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment are
within their respective powers, have been duly authorized by the Borrower and
each Guarantor and are not in contravention of any Requirement of Law.
2.2 This Amendment is the legal, valid and binding obligations of
the Borrower and each Guarantor, enforceable against them in accordance with the
terms thereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in the Credit Agreement and the
representations and warranties contained in the other Loan Documents are true on
and as of the date hereof with the same force and effect as if made on and as of
the date hereof, and no Default or Unmatured Default exists or has occurred and
is continuing on the date hereof.
2.4 The consummation of the receivable sales and/or factoring
permitted by Section 6.11(vi) of the Credit Agreement as amended hereby and the
transactions contemplated thereby are allowed by the 1999 Senior Subordinated
Debt Documents, the 1999 Senior Unsecured Debt Documents and the 1997 Senior
Unsecured Debt Documents, and will not breach or cause a prepayment under, and
the Borrower agrees that no such prepayment will be required or made under, the
1999 Senior Subordinated Debt Documents, the 1999 Senior Unsecured Debt
Documents or the 1997 Senior Unsecured Debt Documents.
ARTICLE 3.
CONDITIONS PRECEDENT.
This Amendment shall be effective as of the date hereof when
each of the following conditions is satisfied:
3.1 This Amendment shall be executed by each of the Borrower, the
Guarantors, the Required Lenders, and the Agent.
3.2 The Borrower shall provide a certified resolution with respect
to this Amendment satisfactory to the Agent.
3.3 The Borrowers shall pay to the Agent, for the benefit of each
Lender signing this Amendment on or before July 24, 2000 or as otherwise agreed
to by the Borrowers and the Agent, an amendment fee equal to 20 basis points on
such Lender's Commitments.
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ARTICLE 4.
MISCELLANEOUS.
4.1 References in the Credit Agreement or in any other Loan
Document to the Credit Agreement shall be deemed to be references to the Credit
Agreement as amended hereby and as further amended from time to time.
4.2 Except as expressly amended hereby, the Borrower and the
Guarantors agree that the Loan Documents are ratified and confirmed and shall
remain in full force and effect and that they have no set off, counterclaim,
defense or other claim or dispute with respect to any of the foregoing. The
terms used but not defined herein shall have the respective meanings ascribed
thereto in the Credit Agreement.
4.3 This Amendment may be signed upon any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.
BORROWER:
VENTURE HOLDINGS COMPANY LLC
By: /s/ James S. Butler
Print Name: James Butler
Title: Executive Vice President
GUARANTORS:
VEMCO, INC.
VEMCO LEASING, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE HOLDINGS CORPORATION
VENTURE LEASING COMPANY
VENTURE MOLD & ENGINEERING
COMPANY
VENTURE SERVICE COMPANY
VENTURE EUROPE, INC.
VENTURE EU CORPORATION
VENTURE HOLDINGS COMPANY LLC
EXPERIENCE MANAGEMENT LLC
By: /s/ James S. Butler
Print Name: James Butler
Title: Executive Vice President of each Guarantor
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LENDERS:
BANK ONE, NA, as Administrative Agent
and a Lender
By: /s/ Paul Flynn
Print Name: Paul Flynn
Title: First Vice President
THE BANK OF NOVA SCOTIA, as Syndication
Agent and as a Lender
By: /s/ F.C.H. Ashby
Print Name: F.C.H. Ashby
Title: Senior Manager Loan Operations
STANDARD FEDERAL BANK
By: /s/ Gregory E. Castle
Print Name: Gregory E. Castle
Title: Vice President
FUJI BANK, LTD.
By: /s/ Peter L. Chinnici
Print Name: Peter L. Chinnici
Title: Senior Vice President
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BANK AUSTRIA (ZLANDERBANK)
CORPORATE FINANCE, INC.
By: /s/ Clifford Wells/David M. Harnisch
Print Name: Clifford Wells/David M. Harnisch
Title: Sr. Vice President/Sr. Vice President
HARRIS TRUST AND SAVINGS
By: /s/ Kirby M. Law
Print Name: Kirby M. Law
Title: Vice President
MITSUBISHI TRUST & BANKING
By: /s/ Nobuo Tominaga
Print Name: Nobuo Tominaga
Title: Chief Manager
BANK OF SCOTLAND
By: /s/ Annie Glynn
Print Name: Annie Glynn
Title: Senior Vice President
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BHF (USA) CAPITAL CORPORATION
By: /s/ Thomas J. Scifo/Hans J. Scholz
Print Name: Thomas J. Scifo/Hans J. Scholz
Title: Vice President/ Vice President
COMERICA BANK (DETROIT)
By: /s/ Mark A. Reifel
Print Name: Mark A. Reifel
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Joshua M. Feldman
Print Name: Joshua M. Feldman
Title: Assistant Vice President
PROVIDENT BANK
By: /s/ Thomas W. Doe
Print Name: Thomas W. Doe
Title: Vice President
FIRSTAR BANK, N.A.
By:
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Print Name:
------------------------------------------
Title:
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NATIONAL BANK OF CANADA
By: /s/ Jeffrey C. Angell
Print Name: Jeffrey C. Angell
Title: Vice President
By: /s/ R. Kevin Finn
Print Name: R. Kevin Finn
Title: Vice President
FIRSTRUST BANK
By: /s/ Kent D. Nelson
Print Name: Kent D. Nelson
Title: Vice President and Manager
OCTAGON INVESTMENT PARTNERS II, LLC
By: OCTAGON CREDIT INVESTORS, LLC
As Sub-Investment Manager
By: /s/ Michael B. Nechamkin
Print Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LTD.
By: OCTAGON CREDIT INVESTORS, LLC
As Portfolio Manager
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By: /s/ Michael B. Nechamkin
Print Name: Michael B. Nechamkin
Title: Portfolio Manager
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MASS MUTUAL LIFE INSURANCE
By: /s/ Steven J. Katz
Print Name: Steven J. Katz
Title: Second Vice President
and Associate General Counsel
SIMSBURY CLO LTD
By: Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ Steven J. Katz
Print Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
MAPLEWOOD (CAYMAN) LTD.
By: Massachusetts Mutual Life Insurance Co.,
as Investment Manager
By: /s/ Steven J. Katz
Print Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
PERSEUS CDO I LTD
By: Massachusetts Mutual Life Insurance Co., as
Collateral Manager
By: /s/ Steven J. Katz
Print Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
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TCW LEVERAGE INCOME TRUST IV, L.P.
By: TCW (LINC IV), L.L.C.
as General Partner
By: TCW Asset Management Company
as Managing member of the General Partner
By: /s/ Mark L. Gold
Print Name: Mark L. Gold
Title: Managing Director
By: /s/ Richard F. Kurth
Print Name: Richard F. Kurth
Title: Vice President
SEQUILS I LTD
By: TCW Advisers, Inc. as its Collateral Manager
By: /s/ Mark L. Gold
Print Name: Mark L. Gold
Title: Managing Director
By: /s/ Richard F. Kurth
Print Name: Richard F. Kurth
Title: Vice President
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SEQUILS IV, LTD.
By: /s/ Mark L. Gold
Print Name: Mark L. Gold
Title: Managing Director
By: /s/ Richard F. Kurth
Print Name: Richard F. Kurth
Title: Vice President
UNITED OF OMAHA LIFE INS
By: TCW Asset Management Company,
its Investment Advisor
By: /s/ Mark L. Gold
Print Name: Mark L. Gold
Title: Managing Director
By: /s/ Richard F. Kurth
Print Name: Richard F. Kurth
Title: Vice President
SEQUILS-ING I HBDGM
By: ING Capital Advisors LLC,
As Collateral Manager
By: /s/ Wade T. Winter, CFA
Print Name: Wade T. Winter
Title: Vice President
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ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Wade T. Winter, CFA
Print Name: Wade T. Winter
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Wade T. Winter, CFA
Print Name: Wade T. Winter
Title: Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC.,
By: ING Capital Advisors LLC
As Investment Advisor
By: /s/ Wade T. Winter, CFA
Print Name: Wade T. Winter
Title: Vice President
BLACK DIAMOND CLO 2000 I LTD
By: /s/ David Dyer
Print Name: David Dyer
Title: Director
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PAMCO CAYMAN LTD.
By:Highland Capital Management, L.P.
As Collateral Manager
By: /s/ James Dondero, CFA, CPA
Print Name: James Dondero
Title: President Highland Capital Management LP
PAM CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ James Dondero, CFA, CPA
Print Name: James Dondero
Title: President Highland Capital Management LP
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ James Dondero, CFA, CPA
Print Name: James Dondero
Title: President Highland Capital Management LP
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ML CBO IV (Cayman) Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ James Dondero, CFA, CPA
Print Name: James Dondero
Title: President Highland Capital Management LP
ELF Funding Trust I
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ James Dondero, CFA, CPA
Print Name: James Dondero
Title: President Highland Capital Management LP
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: Cypress Tress Investment Management Company,
Inc. as Portfolio Manager
By: /s/ Jeffrey W. Heuer
Print Name: Jeffrey W. Heuer
Title: Principal
CYPRESS TREE INSTITUTIONAL FUND, LLC
By: Cypress Tress Investment Management Company,
Inc. its Managing Member
By: /s/ Jeffrey W. Heuer
Print Name: Jeffrey W. Heuer
Title: Principal
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CYPRESS TREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of First Allmerica
Financial Life Insurance Company as Portfolio Manager
By: /s/ Jeffrey W. Heuer
Print Name: Jeffrey W. Heuer
Title: Principal
CYPRESS TREE INVESTMENT PARTNERS I, LTD.
By: Cypress Tress Investment Management Company,
Inc. as Portfolio Manager
By: /s/ Jeffrey W. Heuer
Print Name: Jeffrey W. Heuer
Title: Principal
STEIN ROE FLOATING RATE LIMITED
By: /s/ James R. Fellows
Print Name: James R. Fellows
Title: Senior Vice President
Stein Roe & Farnham Incorporated,
As Advisor to the Stein Roe Floating Rate
Limited Liability Company
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STEIN ROE & FARNHAM CLO I LTD.,
By: Stein Roe & Farnham Incorporated,
As Portfolio Manager
By: /s/ James R. Fellows
Print Name: James R. Fellows
Title: Senior Vice President & Portfolio Manager
KZH CRESCENT 2 LLC
By: /s/ Peter Chin
Print Name: Peter Chin
Title: Authorized Agent
KZH CRESCENT 3 LLC
By: /s/ Peter Chin
Print Name: Peter Chin
Title: Authorized Agent
KZH CRESCENT LLC
By: /s/ Peter Chin
Print Name: Peter Chin
Title: Authorized Agent
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KZH CYPRESSTREE-1 LLC
By: /s/ Peter Chin
Print Name: Peter Chin
Title: Authorized Agent
KZH-ING-2LLC
By: /s/ Peter Chin
Print Name: Peter Chin
Title: Authorized Agent
FIRST UNION NATIONAL BANK OF NC
By: /s/ Steven J. Haas
Print Name: Steven J. Haas
Title: Senior Vice President
MOUNTAIN CAPITAL CLO I, LTD.
By: /s/ Darron R. Riley
Print Name: Darron R. Riley
Title: Director
ORIX BUSINESS CREDIT INC
By: /s/ Michael J. Cox
Print Name: Michael J. Cox
Title: Senior Vice President
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ELC (CAYMAN) LTD. 1999 - II
By: /s/ John W. Stelwagon
Print Name: John W. Stelwagon
Title: Director
UNION BANK OF CALIFORNIA NA
By: /s/ B. Adam Trout
Print Name: B. Adam Trout
Title: Vice President
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Mark F. Haak
Print Name: Mark F. Haak
Title: Assistant Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Mark F. Haak
Print Name: Mark F. Haak
Title: Assistant Vice President
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as investment Advisor
By: /s/ Payson F. Swaffield
Print Name: Payson F. Swaffield
Title: Vice President
SRF TRADING, INC.
By: /s/ Kelly C. Walker
Print Name: Kelly C. Walker
Title: Vice President
NATEXIS BANQUE
By: /s/ Jordan Sadler
Print Name: Jordan Sadler
Title: Assistant Vice President
By: /s/ Frank H. Madden, Jr.
Print Name: Frank H. Madden, Jr.
Title: Assistant Vice President & Group Manager
KZH ING-1 LLC
By: /s/ Virginia Conway
Print Name: Viginia Conway
Title: Authorized Agent
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SCHEDULE 1.1-A
PRICING SCHEDULE
=============== ================== ================== ================== ================== ==================
APPLICABLE LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
MARGIN STATUS STATUS STATUS STATUS STATUS
- --------------- ------------------ ------------------ ------------------ ------------------ ------------------
Revolving
Credit,Term
Loan A and
Interim Term 175 basis points 200 basis points 250 basis points 275 basis points 300 basis points
Loan
Eurocurrency
Rate and
Eurodollar Rate
- --------------- ------------------ ------------------ ------------------ ------------------ ------------------
Term Loan B
Eurocurrency
Rate and 325 basis points 325 basis points 350 basis points 350 basis points 350 basis points
Eurodollar Rate
- --------------- ------------------ ------------------ ------------------ ------------------ ------------------
Revolving
Credit, Term
Loan A and
Interim Term 25 basis points 50 basis points 100 basis points 125 basis points 150 basis points
Loan
Floating Rate
- --------------- ------------------ ------------------ ------------------ ------------------ ------------------
Term Loan B 175 basis points 175 basis points 200 basis points 200 basis points 200 basis points
Floating Rate
=============== ================== ================== ================== ================== ==================
===================== ================== ================== ================== ================== ==================
APPLICABLE LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
COMMIT- STATUS STATUS STATUS STATUS STATUS
MENT FEE
RATE
===================== ================== ================== ================== ================== ==================
Commitment 37.5 basis 50 basis 50 basis 50 basis 62.5 basis
Fee points points points points points
===================== ================== ================== ================== ================== ==================
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===================== ================== ================== ================== ================== ==================
APPLICABLE MARGIN LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
FOR FACILITY LC STATUS STATUS STATUS STATUS STATUS
RATE
===================== ================== ================== ================== ================== ==================
Facility LC Fee 175 basis points 200 basis points 250 basis points 275 basis points 300 basis points
===================== ================== ================== ================== ================== ==================
For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:
"Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.1(i) or (ii).
"Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Leverage Ratio is less than 3.25 to 1.00.
"Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status, and (ii) the Leverage Ratio
is less than 3.75 to 1.00.
"Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status, and (ii)
the Leverage Ratio is less than 4.25 to 1.00.
"Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status, Level II Status or Level III
Status, and (ii) the Leverage Ratio is less than 4.75 to 1.00.
"Level V Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status, Level III Status or Level IV Status.
"Status" means either Level I Status, Level II Status, Level III
Status, Level IV Status or Level V Status.
The Applicable Margin, the Applicable Facility LC Rate and Applicable
Commitment Fee Rate shall be determined in accordance with the foregoing table
based on the Borrower's Status as reflected in the then most recent Financials;
provided, however, effective on July 24, 2000 and until such time as the
Borrower delivers the Financials for the fiscal quarter ending June 30, 2000,
the Applicable Margin, the Applicable Facility LC Rate and Applicable Commitment
Fee Rate shall be determined in accordance with Level V Status. Adjustments, if
any, to the Applicable Margin, the Applicable Facility LC Rate or Applicable
Commitment Fee Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Financials. If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to Section 6.1, then the Applicable Margin, the Applicable Facility LC
Rate and Applicable Commitment Fee Rate shall be the highest Applicable Margin,
Applicable Facility LC Rate and Applicable Commitment Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.
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