Exhibit 10.1
Amendment No. 1
To
Amended and Restated Credit Agreement
This Amendment No. 1 To Amended and Restated Credit Agreement (the
"Agreement") is being executed and delivered as of June 28, 2002 by and among
Stericycle, Inc., a Delaware corporation (the "Borrower"), each of the
Subsidiary Guarantors named as signatories hereto, the financial institutions
from time to time party to the Credit Agreement referred to and defined below
(collectively, the "Lenders") and Bank of America, N.A., as representative of
the Lenders (in such capacity, the "Administrative Agent"). Undefined
capitalized terms used herein shall have the meanings ascribed to such terms in
such Credit Agreement as defined below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Administrative Agent, Credit Suisse
First Boston, as the Co-Syndication Agent, UBS Warburg, LLC, as the
Co-Syndication Agent, and Fleet National Bank, as the Documentation Agent, have
entered into that certain Amended and Restated Credit Agreement dated as of
October 5, 2001 (the "Credit Agreement"), pursuant to which, among other things,
the Lenders have agreed to provide, subject to the terms and conditions
contained therein, certain loans to the Borrower;
WHEREAS, in connection with the Credit Agreement, (i) the Borrower has
executed and delivered a certain Security and Pledge Agreement and other Loan
Documents pursuant to which it has granted liens and security interests in
substantially all of its properties as security for its obligations with respect
to the Credit Agreement and (ii) the Subsidiary Guarantors have each executed
and delivered in favor of the Administrative Agent and the Lenders, a certain
Subsidiary Guaranty, Security and Pledge Agreement and certain other Loan
Documents pursuant to which the Subsidiary Guarantors have guaranteed the
Borrower's obligations under the Credit Agreement and the Subsidiary Guarantors
have granted liens and security interests in substantially all of their
properties as security for obligations with respect to the Credit Agreement;
WHEREAS, to facilitate Borrower's desire to effect certain redemptions or
repurchases with respect to its outstanding Capital Stock, the Borrower has
requested that the Lenders, and subject to the terms and conditions set forth
herein, the Lenders have agreed to amend the Credit Agreement to, among other
things, (i) increase the aggregate Revolving Loan Commitment Amount from
$80,000,000 to $105,000,000 and (ii) modify the covenants which restrict the
amount of Restricted Payments the Borrower may make in connection with the
repurchase or redemption of its Capital Stock and the redemption of its
Subordinated Notes; and
WHEREAS, in anticipation of effecting the increase in the Revolving Loan
Commitment Amount and the addition of a new Lender, (i) the Revolving Loan
Lenders have agreed to sell
and assign certain portions of their outstanding Revolving Loans under the
Credit Agreement to certain of the Lenders, and (ii) the Revolving Loan Lenders
hereunder have agreed to reallocate their respective Commitments and interests
in the existing Revolving Loans under the Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, the terms and
conditions stated herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Borrower, the Subsidiary
Guarantors, the Lenders and the Administrative Agent, such parties hereby agree
as follows:
1. Amendment.
Subject to the satisfaction of each of the conditions set forth in
Paragraph 2 of this Agreement, the Credit Agreement is hereby amended as follows
(unless otherwise specified, section and schedule references used herein shall
mean and refer to sections and schedules of the Credit Agreement):
(a) Section 1.1 is amended to:
(i) insert in appropriate alphabetical order the following
definitions:
" `Amendment No. 1' means that certain Amendment No. 1 to
Amended and Restated Credit Agreement dated June 28, 2002 among
the Borrower, the Subsidiary Guarantors signatories thereto, the
Lenders and the Administrative Agent."
" `Amendment No. 1 Effective Date' means the date on which
the Administrative Agent has received each of items set forth in
Paragraph 2 of Amendment No. 1."
" `Amendment No. 1 Purchasing Lender' means each financial
institution designated as a `Purchasing Lender' on Schedule IV
attached hereto."
" `Resulting Lender' means each Lender having a Revolving
Loan Commitment immediately after the Amendment No. 1 Effective
Date."
" `Amendment No. 1 Selling Lender' means each financial
institution designated as a `Selling Lender' on Schedule IV
attached hereto."
(ii) delete in its entirety the definition of "Revolving Loan
Commitment" and to replace such definition with the following
definition:
" `Revolving Loan Commitment' means, relative to any Lender,
such Lender's obligation, if any, to (i) purchase outstanding
`Loans' under and as
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defined in the Original Credit Agreement and designated to be
converted into or continued as Revolving Loans hereunder pursuant
to the Master Assignment Agreement, its agreement hereunder to
amend and restate the terms governing such `Loans', (ii) to
purchase `Loans' pursuant to the terms of Section 10.11.3 and
(iii) its obligation to make Revolving Loans pursuant to clause
(a) of Section 2.1.1."
(iii) delete from the definition of "Revolving Loan Commitment
Amount" the dollar amount "$80,000,000" in the first line thereof and
to replace such dollar amount with "$105,000,000".
(iv) delete from the definition of "RL Percentage" the clause
"below its signature on the signature pages hereto" in the second line
thereof and to replace such clause with the clause "on Schedule III
hereto".
(b) Section 7.2.4 is amended to delete subsection (c) in its entirety
and to replace such subsection (c) with the following:
"(c) The Borrower will not permit Net Worth, at any time after
the Effective Date, to be less than the sum of (i) $245,000,000 plus,
(ii) 50% of the sum of Net Income for each Fiscal Quarter ending
during the period April 1, 2002 through the last day of the then most
recently ended Fiscal Quarter after the Effective Date with respect to
which the Borrower shall have delivered, or is obligated to then
deliver, quarterly financial statements and a Compliance Certificate
pursuant to Section 7.1.1, excluding from such sum, however, any such
Fiscal Quarter's Net Income which is negative, plus, (iii) 50% of the
aggregate amount of Net Equity Proceeds received by the Borrower after
the Effective Date, minus (iv) the aggregate consideration paid by the
Borrower after the Amendment No. 1 Effective Date for the repurchase,
redemption or retirement of its Capital Stock pursuant to Section
7.2.6(a) or Section 7.2.6(c), but only to the extent such aggregate
amount is less than or equal to $50,000,000."
(c) Section 7.2.6 is amended to delete subsection (b) in its entirety
and to replace such subsection (b) with the following:
"(b) redeem, defease or otherwise prepay or retire the
Subordinated Notes, including, without limitation, pursuant to a
Qualified Subordinated Note Redemption, provided, that, except in the
case of a Qualified Subordinated Note Redemption completed prior to
the Amendment No. 1 Effective Date:
(1) immediately after giving effect to such redemption,
defeasance, prepayment or retirement, the Leverage Ratio shall be
less than or equal to 2.50:1.00 and the Senior Leverage Ratio
shall be less than or equal to 2.00:1.00, in each case calculated
based upon the Leverage Ratio and Senior Leverage Ratio set forth
in the Compliance Certificate then most recently
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delivered by the Borrower to the Administrative Agent pursuant to
Section 7.1.1(c); or
(2) (A) such redemption, defeasance, prepayment or
retirement is made after the Amendment No. 1 Effective Date, but
prior to December 31, 2002, and (B) immediately after giving
effect to such redemption, defeasance, prepayment or retirement,
the Leverage Ratio shall be less than or equal to 3.25:1.00 and
the Senior Leverage Ratio shall be less than or equal to
2.75:1.00, in each case calculated based upon the Leverage Ratio
and Senior Leverage Ratio set forth in the Compliance Certificate
then most recently delivered by the Borrower to the
Administrative Agent pursuant to Section 7.1.1(c) and (C) the
total aggregate amount of such Restricted Payments made after the
Amendment No. 1 Effective Date pursuant to this clause (b), shall
not exceed 10% of Net Worth at the time of such redemption,
defeasance, prepayment or retirement, immediately after giving
effect to such redemption, defeasance, prepayment or retirement;
or
(3) (A) such redemption, defeasance, prepayment or
retirement is made on or after January 1, 2003 and (B)
immediately after giving effect to such redemption, defeasance,
prepayment or retirement, the Leverage Ratio shall be less than
or equal to 3.00:1.00 and the Senior Leverage Ratio shall be less
than or equal to 2.50:1.00, in each case calculated based upon
the Leverage Ratio and Senior Leverage Ratio set forth in the
Compliance Certificate then most recently delivered by the
Borrower to the Administrative Agent pursuant to Section 7.1.1(c)
and (C) the total aggregate amount of Restricted Payments made
after the Amendment No. 1 Effective Date pursuant to this clause
(b) and pursuant to clause (c) of this section, does not exceed
the difference of (i) 10% of Net Worth at the time of such
redemption, defeasance, prepayment or retirement, immediately
after giving effect to such redemption, defeasance, prepayment or
retirement, minus (ii) the aggregate consideration paid by the
Borrower after the Amendment No. 1 Effective Date for the
repurchase, retirement or redemption of its Capital Stock
pursuant to Section 7.2.6(a) and Section 7.2.6(c), but only to
the extent such aggregate consideration exceeds $65,000,000;"
(d) Section 7.2.6 is further amended to delete subsection (c) in its
entirety and to replace such subsection (c) with the following:
"(c) declare, pay and make Restricted Payments consisting of
dividends, repurchases or redemptions with respect to the Borrower's
Capital Stock, in addition to those permitted by the foregoing clause
(a) of this section, provided, that,
(1) immediately after giving effect to any such Restricted
Payments, the Leverage Ratio shall be less than or equal to
2.50:1.00, calculated based
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upon the Leverage Ratio set forth in the Compliance Certificate
then most recently delivered by the Borrower to the
Administrative Agent pursuant to Section 7.1.1(c); or
(2) (A) immediately after giving effect to such Restricted
Payments, the Leverage Ratio shall be less than or equal to
3.25:1.00, calculated based upon the Leverage Ratio set forth in
the Compliance Certificate then most recently delivered by the
Borrower to the Administrative Agent pursuant to Section 7.1.1(c)
and (B) the total aggregate amount of such Restricted Payments
made after the Amendment No. 1 Effective Date pursuant to this
clause (c)(2) after giving effect to such Restricted Payments
shall not exceed $65,000,000, provided, further, however, that
notwithstanding anything to the contrary in this clause (c), any
Restricted Payments which are permitted by this clause (c)(2) and
which are also permitted by either clause (c)(1) or clause (c)(3)
shall be deemed to have been made pursuant to this clause (c)(2)
(and not pursuant to clause (c)(1) or clause (c)(3), as the case
may be) until such time as such Restricted Payments made pursuant
to this clause (c)(2) equal $65,000,000; or
(3) (A) such Restricted Payments are made on or after
January 1, 2003 and (B) immediately after giving effect to such
Restricted Payments, the Leverage Ratio shall be less than or
equal to 3.00:1.00, calculated based upon the Leverage Ratio set
forth in the Compliance Certificate then most recently delivered
by the Borrower to the Administrative Agent pursuant to Section
7.1.1(c) and (C) the total aggregate amount of such Restricted
Payments made after the Amendment No. 1 Effective Date pursuant
to this clause (c)(3) and clause (c)(1) of this section and
pursuant to clause (b) of this section (but not including
Restricted Payments made after the Amendment No. 1 Effective Date
pursuant to clause (c)(2) of this section) shall not exceed 10%
of Net Worth at the time of the making of such Restricted
Payments immediately after giving effect to such Restricted
Payments;"
(e) Section 10.11 is amended to insert the following Section 10.11.3
thereto immediately following Section 10.11.2:
"SECTION 10.11.3 2002 Assignments.
(a) As of the Amendment No. 1 Effective Date, each of the
Amendment No. 1 Selling Lenders hereby sells and assigns to the each
of the Amendment No. 1 Purchasing Lenders, and each of the Amendment
No. 1 Purchasing Lenders hereby purchases and assumes from each of the
Amendment No. 1 Selling Lenders, certain of each Amendment No. 1
Selling Lender's interests in the Revolving Loans and participation
interests in the Letter of Credit Outstandings (collectively, the
`Interests'), and each of the Resulting Lenders hereby agrees to
reallocate among such Resulting Lenders their respective Commitments
and interests in the
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outstanding Revolving Loans and Letter of Credit Outstandings, in each
case such that after giving effect to such sales, assignments,
purchases, assumptions and reallocations, each Resulting Lender shall
have the resulting Interests as are set forth on Schedule IV beside
its name therein under the heading `6/28/02 Revolver Reallocated
Outstandings'. The sales, assignments, purchases, assumptions and
reallocations to be effected pursuant to this paragraph shall be
without recourse to, or representation or warranty (except as
expressly provided in this Section 10.11.3) by, any of the Resulting
Lenders.
(b) Each of the Amendment No. 1 Selling Lenders (i) represents
and warrants that it is the legal and beneficial owner of the
Interests and Commitments, if any, being sold and assigned by it
hereunder and that such Interests are free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made by the Borrower in or in connection with the
Credit Agreement or Amendment No. 1; and (iii) makes no representation
or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or its Affiliates or the
performance or observance by the Borrower or its Affiliates of any of
their respective obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.
(c) Each of the Amendment No. 1 Selling Lenders will deliver to
the Administrative Agent each existing Note evidencing any portion of
such Amendment No. 1 Selling Lender's interests in the outstanding
Revolving Loans and Letter of Credit Outstandings owed by the Borrower
to such Amendment No. 1 Selling Lender prior to giving effect to the
sales and assignments being effected hereby (the `Old Notes'). Upon
receipt by the Administrative Agent from each Amendment No. 1 Selling
Lender of its Old Notes, and receipt from the Borrower of the
substituted and amended notes payable to the Resulting Lenders and to
be delivered by the Borrower pursuant to Amendment No. 1 (the `New
Notes'), the Administrative Agent will return the Old Notes to the
Borrower marked `substituted and amended' and deliver the New Notes to
each applicable Resulting Lender.
(d) The effective date of the sales, assignments, purchases,
assumptions and reallocations to be effected by this Section 10.11.3
shall be the date on which all of the conditions to effectiveness of
the Amendment No. 1 shall have been satisfied.
(e) As of the Amendment No. 1 Effective Date, (i) the Amendment
No. 1 Purchasing Lenders shall be a party to the Credit Agreement, as
amended pursuant to Amended No. 1, and, to the extent provided in this
Section 10.11.3, shall have the rights and obligations of a `Lender'
thereunder, and (ii) each of the Amendment No. 1 Selling Lenders
shall, to the extent provided in this Section 10.11.3, relinquish its
respective rights and be released from its obligations under the
Credit Agreement, as amended by Amendment No. 1.
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(f) From and after the Amendment No. 1 Effective Date, the
Administrative Agent shall make all payments under the Credit
Agreement in respect of the Interests assigned hereby (including all
payments of principal, interest and fees with respect thereto) to the
Resulting Lenders.
(g) All interest and fees under the Credit Agreement which are
accrued and unpaid through the Amendment No. 1 Effective Date with
respect to the Interests assigned and Commitments reallocated hereby
shall be for the account of the Amendment No. 1 Selling Lenders and,
upon the Administrative Agent's receipt from the Borrower of payment
of such interest and fees, the Administrative Agent shall allocate
such payments among the Amendment No. 1 Selling Lenders and the
Amendment No. 1 Purchasing Lenders accordingly."
(f) The Credit Agreement is amended to attach thereto the
Schedule III and Schedule IV attached hereto as Exhibit A and Exhibit
B, respectively.
2. Effectiveness of this Agreement; Conditions Precedent.
The provisions of Paragraph 1 of this Agreement shall be deemed to have
become effective as of the date of this Agreement, but such effectiveness shall
be expressly conditioned upon the Administrative Agent's receipt of each of the
following:
(a) an originally-executed counterpart of this Agreement executed and
delivered by duly authorized officers of the Borrower, the Subsidiary
Guarantors and the Required Lenders;
(b) restated and amended Revolving Notes made payable to each
Revolving Loan Lender with respect to each of their Revolving Loan
Commitments, as proposed to be amended hereby and in form and substance
acceptable to the Administrative Agent;
(c) certificates of the secretary or assistant secretary of the
Borrower certifying (i) the currency and authenticity of the resolutions of
the board of directors of the Borrower authorizing its execution and
delivery of this Agreement and the performance hereof and of the Credit
Agreement as to be amended hereby, (ii) the incumbency of the officers of
the Borrower and (iii) the currency and authenticity of the Organic
Documents of the Borrower;
(d) a good standing certificate for the Borrower from the State of
Delaware, as of a date no earlier than 30 days prior to the date each of
the other conditions of this paragraph shall have been satisfied;
(e) a certificate signed by an officer, dated as of the date each of
the other conditions set forth in this paragraph shall have been satisfied,
stating that, after giving effect to the amendments contemplated by this
Agreement: (i) the representations and warranties contained in Article VI
of the Credit Agreement (other than representations
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and warranties which, in accordance with their express terms, are made
only as of an earlier specified date) are true and correct in all
material respects as of date and (ii) no Default or Event of Default
exists or would result therefrom;
(f) payment in full, in immediately available funds by the
Borrower of the amounts described in Section 10.11.3(g) of the Credit
Agreement, as amended by this Agreement;
(g) a legal opinion from Johnson & Colmar, special counsel to
the Obligors, addressed to the Administrative Agent and the Lenders,
in form and substance acceptable to the Administrative Agent; and
(h) payment in full, in immediately available funds, of (i) the
fee payable to each Lender who is increasing its Revolving Loan
Commitment as set forth in separate agreements among the each such
Lender, the Administrative Agent and the Borrower and (ii) the
arrangement fee payable to the Administrative Agent as set forth in a
separate agreement between the Administrative Agent and the Borrower.
3. Representations, Warranties and Covenants.
(a) The Borrower hereby represents and warrants that this
Agreement and the Credit Agreement as amended by this Agreement
constitute the legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their terms.
(b) The Borrower hereby represents and warrants that its
execution, delivery and performance of this Agreement and the Credit
Agreement as amended by this Agreement have been duly authorized by
all proper corporate action, do not violate any provision of its
certificate of incorporation or bylaws, will not violate any law,
regulation, court order or writ applicable to it, and will not require
the approval or consent of any governmental agency, or of any other
third party under the terms of any contract or agreement to which the
Borrower or any of the Borrower's Affiliates is bound, including,
without limitation, the Subordinated Debt Documents.
(c) The Borrower hereby represents and warrants that, after
giving effect to the provisions of this Agreement, (i) no Default or
Event of Default has occurred and is continuing or will have occurred
and be continuing and (ii) all of the representations and warranties
of the Borrower contained in the Credit Agreement and in each other
Loan Document (other than representations and warranties which, in
accordance with their express terms, are made only as of an earlier
specified date) are, and will be, true and correct as of the date of
the Borrower's execution and delivery hereof or thereof in all
material respects as though made on and as of such date.
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4. Reaffirmation, Ratification and Acknowledgment; Reservation.
The Borrower and each Subsidiary Guarantor hereby (a) ratifies and
reaffirms all of its payment and performance obligations, contingent or
otherwise, and each grant of security interests and liens in favor of the
Administrative Agent, under each Loan Document to which it is a party, (b)
agrees and acknowledges that such ratification and reaffirmation is not a
condition to the continued effectiveness of such Loan Documents, and (c) agrees
that neither such ratification and reaffirmation, nor the Administrative
Agent's, or any Lender's solicitation of such ratification and reaffirmation,
constitutes a course of dealing giving rise to any obligation or condition
requiring a similar or any other ratification or reaffirmation from the Borrower
or such Subsidiary Guarantors with respect to any subsequent modifications to
the Credit Agreement or the other Loan Documents. The Credit Agreement is in all
respects ratified and confirmed. Each of the Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed. Neither the execution,
delivery nor effectiveness of this Agreement shall operate as a waiver of any
right, power or remedy of the Administrative Agent or the Lenders, or of any
Default or Event of Default (whether or not known to the Administrative Agent or
the Lenders), under any of the Loan Documents, all of which rights, powers and
remedies, with respect to any such Default or Event of Default or otherwise, are
hereby expressly reserved by the Administrative Agent and the Lenders. This
Agreement shall constitute a Loan Document for purposes of the Credit Agreement.
5. Governing Law.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).
6. Administrative Agent's Expenses.
The Borrower hereby agrees to promptly reimburse the Administrative Agent
for all of the reasonable out-of-pocket expenses, including, without limitation,
attorneys' and paralegals' fees, it has heretofore or hereafter incurred or
incurs in connection with the preparation, negotiation and execution of this
Agreement, the 2002 Master Lender Assignment Agreement and the other related
Loan Documents.
7. Counterparts.
This Agreement may be executed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same agreement
among the parties.
* * * *
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year first above written.
Stericycle, Inc., as Borrower
By: /s/ Frank J.M. ten Brink
------------------------------------------
Title: Frank ten Brink
Vice President
Stericycle of Arkansas, Inc.,
an Arkansas corporation
Stericycle of Washington, Inc.,
a Washington corporation
SWD Acquisition Corp.,
a Delaware corporation
Environmental Control Co., Inc.,
a New York corporation,
Waste Systems, Inc.,
a Delaware corporation
Med-Tech Environmental, Inc.,
a Delaware corporation
Med-Tech Environmental (MA), Inc.,
a Delaware corporation,
Ionization Research Co., Inc.,
a California corporation,
Browning-Ferris Industries of Connecticut, Inc.,
a Delaware corporation
BFI Medical Waste, Inc.,
a Delaware corporation,
American Medical Disposal, Inc.,
an Oklahoma corporation,
Environmental Health Systems, Inc.,
a Nebraska corporation
Stroud Properties, Inc.,
a Delaware corporation,
each as a Subsidiary Guarantor
By: /s/ Frank J.M. ten Brink
------------------------------------------
Title: Frank ten Brink
Vice President
Allied Irish Banks PLC
By: /s/ Rima Terradista
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Rima Terrdista
Senior Vice President
By: /s/ John Farrace
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John Farrace
Senior Vice President
American National Bank and Trust Company of
Chicago
By: [signature illegible]
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Title: VP
Bank of America, N.A., as Administrative Agent
By: /s/ Kristine Thennes
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Title:
Bank of America, N.A., as a Lender
By: /s/ Jennifer Gerdes
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Title: Vice President
Fleet National Bank
By: /s/ Brian F.X. Gephardt
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Title: Managing Director
Comerica Bank
By: /s/ Felicia M. Maxwell
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Title: Felicia M. Maxwell
Assistant Vice President
Credit Suisse First Boston
By: /s/ Kristin Lepri/Jay Chall
----------------------------------------
Title: Kristin Lepri, Associate
Jay Chall, Director
Credit Lyonnais New York Branch
By: [signature illegible]
----------------------------------------
Title:
Harris Trust & Savings Bank
By: [signature illegible]
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Title: Vice President
LaSalle Bank National Association
By: /s/ Brian Peterson
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Brian Peterson
First Vice President
ELT Ltd
By: /s/ Kelly W. Warnement
----------------------------------------
Title: Kelly W. Warnement
Authorized Agent
KZH Riverside LLC
By: /s/ Anthony Iarrobino
----------------------------------------
Title: Anthony Iarrobino
Authorized Agent
KZH Soleil-2 LLC
By: /s/ Anthony Iarrobino
----------------------------------------
Title: Anthony Iarrobino
Authorized Agent
Muirfield Trading LLC
By: /s/ Kelly W. Warnement
----------------------------------------
Title: Kelly W. Warnement
Vice President
Eaton Vance CDO III, Ltd.
By: Eaton Vance Management as Investment
Advisor
By: /s/ Payton F. Swaffield
----------------------------------------
Title: Peyton F. Swaffield
Vice President
Eaton Vance CDO IV, Ltd.
By: Eaton Vance Management as Investment
Advisor
By: /s/ Payton F. Swaffield
----------------------------------------
Title: Peyton F. Swaffield
Vice President
Eaton Vance Senior Income Trust
By: Eaton Vance Management as Investment
Advisor
By: /s/ Payton F. Swaffield
----------------------------------------
Title: Peyton F. Swaffield
Vice President
Eaton Vance Instiutional Senior Loan Fund
By: Eaton Vance Management as Investment
Advisor
By: /s/ Payton F. Swaffield
----------------------------------------
Title: Peyton F. Swaffield
Vice President
Costantinus Eaton Vance CDO V, Ltd.
By: Eaton Vance Management as Investment
Advisor
By: /s/ Payton F. Swaffield
----------------------------------------
Title: Peyton F. Swaffield
Vice President
Grayson & Co.
By: Boston Management and Research as
Investment Advisor
By: /s/ Payton F. Swaffield
----------------------------------------
Title: Peyton F. Swaffield
Vice President
Sankaty Advisors, LLC as Collateral Manager
for Great Point CLO 1999-1 LTD., as Term
Lender
By: /s/ Diane J. Exeter
----------------------------------------
Name: Diane J. Exeter
Title: Managing Director
Portfolio Manager
Harbour Town Funding LLC
By: /s/ Kelly W. Warnement
----------------------------------------
Title: Kelly W. Warnement
Vice President
The Northern Trust Company
By: /s/ Eileen L. Sachanda
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Title: Vice President
Olympic Funding Trust, Series 1999-I
By: /s/ Kelly W. Warnement
----------------------------------------
Title: Kelly W. Warnement
Authorized Agent
Oxford Strategic Income Fund
By: Eaton Vance Management as Investment
Advisor
By: /s/ Payton F. Swaffield
----------------------------------------
Title: Peyton F. Swaffield
Vice President
PPM Spyglass Funding Trust
By: /s/ Kelly W. Warnement
----------------------------------------
Title: Kelly W. Warnement
Authorized Agent
PPM Shadow Creek Funding LLC
By: /s/ Kelly W. Warnement
----------------------------------------
Title: Kelly W. Warnement
Vice President
Sankaty Advisors, LLC as Collateral Manager
for Race Point CLO Limited, as Term Lender
By: /s/ Diane J. Exeter
----------------------------------------
Name: Diane J. Exeter
Title: Managing Director
Portfolio Manager
Sankaty High Yield Partners III, L.P.
By: /s/ Diane J. Exeter
----------------------------------------
Name: Diane J. Exeter
Title: Managing Director
Portfolio Manager
Scudder Floating Rate Fund
By: /s/ Kenneth Weber
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Title: Sr. Vice President
Sequils-Cumberland I, Ltd.
By: Deerfield Capital management LLC as Its
Collateral Manager
By: /s/ [signature illegible]
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Title: VP
Toronto Dominion (New York)
By: /s/ Susan K. Strong
----------------------------------------
Title: Susan K. Strong, Vice President
UBS AG, Stamford Branch
By: /s/ Patricia O. Kickl
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Title: Patricia O. Kickl
Director
Banking Product Services
By: /s/ Wilfred V. Saint
----------------------------------------
Title: Wilfred V. Saint
Associate Director
Banking Product Services, US
Van Kampen Senior Floating Rate Fund
By: Van Kampen Investment Advisory Corp.
By: /s/ Darwin D. Pierce
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Title: Darwin D. Pierce
Executive Director
Van Kampen Senior Income Trust
By: Van Kampen Investment Advisory Corp.
By: /s/ Darwin D. Pierce
----------------------------------------
Title: Darwin D. Pierce
Executive Director
Van Kampen CLO I, Limited
By: Van Kampen Investment Advisory Corp. as
Collateral Manager
By: /s/ Darwin D. Pierce
----------------------------------------
Title: Darwin D. Pierce
Executive Director
Van Kampen CLO II, Limited
By: Van Kampen Investment Advisory Corp. as
Collateral Manager
By: /s/ Darwin D. Pierce
----------------------------------------
Title: Darwin D. Pierce
Executive Director
Senior Debt Portfolio
By: Boston Management and Research as
Investment Advisor
By: /s/ Payton F. Swaffield
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Title: Peyton F. Swaffield
Vice President
EXHIBIT A TO
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
SCHEDULE III
Revolver 6/28/02 Revolver
Participant Name Commitment Percentage Reallocated Percentage
- ---------------- ---------- ---------- ----------- ----------
Commitment
----------
Allied Irish Bank 4,444,444.44 5.55555556% 4,444,444.44 4.232804229%
American National 8,888,888.89 11.11111111% 8,888,888.89 8.465608467%
Bank of America, NA 12,444,444.44 15.55555556% 14,944,444.44 14.232804229%
Comerica Bank 3,111,111.11 3.88888889% 7,611,111.11 7.248677248%
Credit Suisse First Boston 11,111,111.11 13.88888889% 11,111,111.11 10.582010581%
Fleet National Bank 11,111,111.11 13.88888889% 13,111,111.11 12.486772486%
Harris Trust & Savings Bank 8,888,888.89 11.11111111% 10,388,888.89 9.894179895%
LaSalle Bank National Association 8,888,888.89 11.11111111% 8,888,888.89 8.465608467%
The Northern Trust Company 4,444,444.45 5.55555555% 5,444,444.45 5.185185190%
UBS AG, Stamford Branch 6,666,666.67 8.33333333% 6,666,666.67 6.349206352%
Credit Lyonnais New York Branch 0.00 0.00000000% 13,500,000.00 12.857142857%
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80,000,000.00 100.00000000% 105,000,000.00 100.00000000%
EXHIBIT B TO
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
SCHEDULE IV
Revolver
Outstandings 6/28/02 Revolver
Participant Name (currently Percentage Reallocated Outstandings Percentage
- ---------------- ---------- ---------- ------------------------ ----------
LC's only)
----------
Allied Irish Bank 109,024.11 5.55555556% 83,065.99 4.232804229%
American National 218,048.23 11.11111111% 166,131.98 8.465608467%
Bank of America, NA 305,267.52 15.55555556% 279,309.40 14.232804229%
Comerica Bank 76,316.88 3.88888889% 142,250.51 7.248677248%
Credit Suisse First Boston 272,560.28 13.88888889% 207,664.98 10.582010581%
Fleet National Bank 272,560.28 13.88888889% 245,044.68 12.486772486%
Harris Trust & Savings Bank 218,048.23 11.11111111% 194,166.76 9.894179895%
LaSalle Bank National Association 218,048.23 11.11111111% 166,131.98 8.465608467%
The Northern Trust Company 109,024.11 5.55555555% 101,755.84 5.185185190%
UBS AG, Stamford Branch 163,536.17 8.33333333% 124,598.99 6.349206352%
Credit Lyonnais New York Branch** 0.00 0.00000000% 252,312.95 12.857142857%
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1,962,434.05 100.00000000% 1,962,434.05 100.00000000%
**This participant is a Purchasing Lender.