1
EXHIBIT 10.1
FORM OF
FIRST AMENDMENT TO CREDIT AGREEMENT
AND LIMITED WAIVER
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this
"AMENDMENT") is entered into as of July 31, 2001, among WILLIAMS OLP, L.P., a
Delaware limited partnership ("BORROWER"), the undersigned Guarantors
("GUARANTORS"), BANK OF AMERICA, N.A., as Administrative Agent (the
"ADMINISTRATIVE AGENT") for the Lenders under the Credit Agreement hereinafter
referenced, and the Lenders (as defined in the Credit Agreement) party hereto.
Reference is made to the Credit Agreement dated as of February 6, 2001
(the "CREDIT AGREEMENT") among Borrower, Administrative Agent, Lehman Commercial
Paper, Inc., as Syndication Agent, SunTrust Bank as Documentation Agent, and the
Lenders party thereto. Unless otherwise defined in this Amendment, capitalized
terms used herein shall have the meaning set forth in the Credit Agreement; all
Section and Schedule references herein are to Sections and Schedules in the
Credit Agreement; and all Paragraph references herein are to Paragraphs in this
Amendment.
RECITALS
A. Borrower has advised the Administrative Agent and the Lenders that
as of March 31, 2001, the Interest Coverage Ratio was 2.3 to 1.0, which is lower
than the 3.0 Interest Coverage Ratio required by SECTION 7.14(a) of the Credit
Agreement. Borrower has advised that this is the result of including, in such
calculation, interest expense with respect to approximately $225,000,000 of
intercompany debt that was repaid with proceeds of the MLP Offering. Therefore,
Borrower has requested that the Administrative Agent and the Lenders agree to
waive such Interest Coverage Ratio default, and to amend the definition of
Interest Coverage Ratio. Borrower also has requested amendments to the Credit
Agreement to allocate a portion of the Revolver Commitment from the Working
Capital/Distribution Subfacility to the Acquisition Subfacility so that the
Acquisition Subfacility Commitment equals $48,000,000 and the Working
Capital/Distribution Subfacility Commitment equals $12,000,000. In addition to
this First Amendment, Borrower also has requested that the Administrative Agent
and the Lenders enter into a Second Amendment to Credit Agreement to increase
the Revolver Commitment from $60,000,000 to an amount up to $85,000,000 by
increasing the Acquisition Subfacility from $48,000,000 to an amount up to
$73,000,000.
B. Subject to the terms and conditions of this Amendment, the
Administrative Agent and the undersigned Lenders are willing to agree to such
amendments.
Accordingly, for adequate and sufficient consideration, the parties
hereto agree, as follows:
PARAGRAPH 1. LIMITED WAIVER. The undersigned Administrative Agent and
Lenders hereby waive the Event of Default under SECTION 7.14(a) of the Credit
Agreement resulting from the Interest Coverage Ratio being less than 3.0 to 1.0
as of the fiscal quarter ending March 31, 2001. Nothing herein shall, or shall
be deemed to, waive the provisions of SECTION 7.14(a) or any other provisions of
the Credit Agreement, except as expressly set forth above with respect to the
Interest Coverage Ratio as of March 31, 2001.
FIRST AMENDMENT TO CREDIT AGREEMENT
1
2
PARAGRAPH 2. AMENDMENTS.
2.1 DEFINITIONS.
(a) The definition of "ACQUISITION SUBFACILITY COMMITMENT" is amended
in its entirety to read as follows:
"ACQUISITION SUBFACILITY COMMITMENT means an amount (subject
to reduction or cancellation as herein provided) equal to
$48,000,000.00."
(b) The definition of "INTEREST COVERAGE RATIO" is amended in its
entirety to read as follows:
"INTEREST COVERAGE RATIO" means (1) as of June 30, 2001 and as
of September 30, 2001 (each, a "DETERMINATION DATE") the ratio
of (a) the sum of (i) Consolidated EBITDA for the period from
January 1, 2001 through such Determination Date and (ii)
Consolidated Lease and Rental Expense during such period to
(b) the sum of (i) Consolidated Interest Charges during such
period and (ii) Consolidated Lease and Rental Expense during
such period, and (2) as of the last day of the fiscal quarter
ending on December 31, 2001 and as of the last day of each
fiscal quarter thereafter the ratio of (a) the sum of (i)
Consolidated EBITDA for the period of the four prior fiscal
quarters ending on such date and (ii) Consolidated Lease and
Rental Expense during such period to (b) the sum of (i)
Consolidated Interest Charges during such period and (ii)
Consolidated Lease and Rental Expense during such period. For
purposes of calculating the Interest Coverage Ratio,
Consolidated Interest Charges for the fiscal quarter ending
March 31, 2001 shall be calculated on a pro forma basis based
on Consolidated Interest Charges for the period from February
6, 2001 through March 31, 2001."
(c) The definition of "WORKING CAPITAL/DISTRIBUTION SUBFACILITY
COMMITMENT" is amended in its entirety to read as follows:
"WORKING CAPITAL/DISTRIBUTION SUBFACILITY COMMITMENT means an
amount (subject to reduction or cancellation as herein
provided) equal to $12,000,000.00."
2.2 SCHEDULE 2.01. SCHEDULE 2.01 is hereby deleted in its entirety and
SCHEDULE 2.01 attached hereto is substituted in lieu thereof.
2.3 EXHIBITS.
(a) EXHIBIT A-1 is hereby deleted in its entirety and EXHIBIT A-1
attached hereto is substituted in lieu thereof.
(b) EXHIBIT C-1 is hereby deleted in its entirety and EXHIBIT C-1
attached hereto is substituted in lieu thereof.
FIRST AMENDMENT TO CREDIT AGREEMENT
2
3
PARAGRAPH 3. EFFECTIVE DATE. Notwithstanding any contrary provision,
this Amendment is not effective until the date (the "EFFECTIVE DATE") the
Administrative Agent shall have received counterparts of this Amendment,
executed by Borrower, Guarantors and the Required Lenders.
PARAGRAPH 4. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement
to the Administrative Agent and the Lenders to execute and deliver this
Amendment, Borrower and each Guarantor (a) consent to the agreements in this
Amendment and (b) agree and acknowledge that the execution, delivery, and
performance of this Amendment shall in no way release, diminish, impair, reduce,
or otherwise affect the respective obligations of Borrower or any Guarantor
under the Loan Documents to which it is a party, which Loan Documents shall
remain in full force and effect, and all guaranties and Rights thereunder are
hereby ratified and confirmed.
PARAGRAPH 5. REPRESENTATIONS. As a material inducement to the
Administrative Agent and the Lenders to execute and deliver this Amendment,
Borrower and each Guarantor represent and warrant to the Administrative Agent
and the Lenders that as of the Effective Date of this Amendment and as of the
date of execution of this Amendment, (a) all representations and warranties in
the Loan Documents are true and correct in all material respects as though made
on the date hereof, except to the extent that any of them speak to a different
specific date, and (b) after taking into account the waiver in Paragraph 1 of
this Amendment, no Default or Event of Default exists.
PARAGRAPH 6. EXPENSES. Borrower shall pay all reasonable costs, fees,
and expenses paid or incurred by the Administrative Agent incident to this
Amendment, including, without limitation, the fees and expenses of the
Administrative Agent's counsel in connection with the negotiation, preparation,
delivery, and execution of this Amendment and any related documents.
PARAGRAPH 7. MISCELLANEOUS. This Amendment is a "Loan Document"
referred to in the Credit Agreement. The provisions relating to Loan Documents
in ARTICLE 10 of the Credit Agreement are incorporated in this Amendment by
reference. Unless stated otherwise (a) the singular number includes the plural
and vice versa and words of any gender include each other gender, in each case,
as appropriate, (b) headings and captions may not be construed in interpreting
provisions, (c) this Amendment must be construed, and its performance enforced,
under New York law, (d) if any part of this Amendment is for any reason found to
be unenforceable, all other portions of it nevertheless remain enforceable, and
(e) this Amendment may be executed in any number of counterparts with the same
effect as if all signatories had signed the same document, and all of those
counterparts must be construed together to constitute the same document.
PARAGRAPH 8. ENTIRE AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
PARAGRAPH 9. PARTIES. This Amendment binds and inures to the benefit of
Borrower, Guarantors, Administrative Agent, Lenders, and their respective
successors and assigns.
PARAGRAPH 10. FURTHER ASSURANCES. The parties hereto each agree to
execute from time to time such further documents as may be necessary to
implement the terms of this Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENT
3
4
The parties hereto have executed this Amendment in multiple
counterparts to be effective as of the Effective Date.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES TO FOLLOW.
FIRST AMENDMENT TO CREDIT AGREEMENT
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BORROWER:
WILLIAMS OLP, L.P.
By: WILLIAMS GP LLC, its
General Partner
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
6
GUARANTORS:
WILLIAMS NGL, LLC
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
WILLIAMS TERMINALS HOLDING L.P.
By: WILLIAMS NGL, LLC, its
General Partner
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
WILLIAMS PIPELINES HOLDINGS L.P.
By: WILLIAMS NGL, LLC, its
General Partner
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
WILLIAMS AMMONIA PIPELINE L.P.
By: WILLIAMS NGL, LLC, its
General Partner
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
7
BANK OF AMERICA, n.a., as Administrative
Agent and as a Lender
By:
--------------------------------------
Claire M. Liu
Managing Director
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
8
LEHMAN COMMERCIAL PAPER, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
9
SUNTRUST BANK
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
10
ABN AMRO BANK, N.V.
By:
---------------------------------
Name:
-------------------------------
Title:
-------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
11
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
12
BANK ONE, NA
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
13
BARCLAYS BANK PLC
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
14
BAYERISCHE LANDESBANK GIROZENTRALE,
CAYMAN ISLANDS BRANCH
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
15
NATEXIS BANQUES POPULAIRES
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
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UBS AG, STAMFORD BRANCH
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
17
SCHEDULE 2.01
COMMITMENTS
<Table>
<Caption>
LENDER REVOLVING FACILITY TERM LOAN FACILITY
------------------ ------------------
Working Capital/
Acquisition Subfacility Distribution Subfacility
----------------------- ------------------------
Bank of America $4,800,000.00 $1,200,000.00 $ 9,000,000.00
Lehman Commercial Paper, Inc. $4,800,000.00 $1,200,000.00 $ 9,000,000.00
SunTrust Bank $5,600,000.00 $1,400,000.00 $10,500,000.00
ABN AMRO Bank, N.V. $5,600,000.00 $1,400,000.00 $10,500,000.00
National Westminster Bank Plc $5,600,000.00 $1,400,000.00 $10,500,000.00
Bank One, NA $4,800,000.00 $1,200,000.00 $ 9,000,000.00
Barclays Bank Plc $4,800,000.00 $1,200,000.00 $ 9,000,000.00
Bayerische Landesbank $4,800,000.00 $1,200,000.00 $ 9,000,000.00
Girozentrale
UBS AG, Stamford Branch $4,000,000.00 $1,000,000.00 $ 7,500,000.00
Natexis Banques Populaires $3,200,000.00 $ 800,000.00 $ 6,000,000.00
Total: $ 48,000,000 $ 12,000,000 $ 90,000,000
</Table>
SCHEDULE 2.01
18
EXHIBIT A-1
FORM OF BORROWING NOTICE
Date: ___________, _____
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of February 6, 2001
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the "AGREEMENT;" the terms defined therein being used herein
as therein defined), among Williams OLP, L.P., a Delaware limited partnership
(the "BORROWER"), the Lenders from time to time party thereto, Bank of America,
N.A., as Administrative Agent, Lehman Commercial Paper, Inc., as Syndication
Agent, and SunTrust Bank, as Documentation Agent.
The undersigned hereby requests (select one):
I. REVOLVER FACILITY
A. Acquisition Subfacility
1. Status Information for the Acquisition Subfacility
(a) Amount of the Acquisition Subfacility:
$48,000,000
(b) Acquisition Subfacility Principal Debt prior
to the Borrowing requested herein:
$____________
(c) Principal amount of Loans under the
Acquisition Subfacility available to be
borrowed: $______________
2. Amount of Borrowing: $___________
3. Requested date of Borrowing: _________________, 200_.
4. Requested Type of Loan and applicable Dollar amount:
(a) Base Rate Loan for
$________________________.
(b) Eurodollar Rate Loan with Interest Period
of:
(i) one month for $_______________
(ii) two months for $_______________
(iii) three months for $_______________
(iv) six months for $_______________
Exhibit A-1
Page 1
Form of Borrowing Notice
19
B. Working Capital/Distribution Subfacility
1. Status Information for the Working
Capital/Distribution Subfacility
(a) Amount of the Working Capital/Distribution
Subfacility: $12,000,000
(b) Working Capital/Distribution Subfacility
Principal Debt prior to the Borrowing
requested herein: $____________
(c) Principal amount of Loans under the Working
Capital/Distribution Subfacility available
to be borrowed (prior to the following
requested herein) (1(a) minus 1(b)):
$______________
2. Amount of Borrowing: $____________
3. Requested date of Borrowing: ______________, 200_.
4. Requested Type of Loan and applicable Dollar amount:
(a) Base Rate Loan for
$________________________.
(b) Eurodollar Rate Loan with Interest Period
of:
(i) one month for $_______________
(ii) two months for $_______________
(iii) three months for $_______________
(iv) six months for $_______________
5. Purpose of Loan:
___ Working Capital
___ To fund Quarterly Distribution (Section 6.11(c)(ii)
of the Agreement)
6. If the Loan is for the purpose of funding Quarterly
Distribution: Amount remaining undrawn under the
Working Capital/Distribution Subfacility after giving
effect to the Borrowing herein requested is:
$___________ (must be not less than $9,000,000)
II. Term Loan Facility
1. Amount of Borrowing: $___________
2. Requested date of Borrowing: _________________, 200_.
3. Requested Type of Loan and applicable Dollar amount:
(a) Base Rate Loan for
$________________________.
Exhibit A-1
Page 2
Form of Borrowing Notice
20
(b) Eurodollar Rate Loan with Interest Period
of:
(i) one month for $_______________
(ii) two months for $_______________
(iii) three months for $_______________
(iv) six months for $_______________
The undersigned hereby certifies that the following statements will be true on
the date of the proposed Borrowing(s) after giving effect thereto and to the
application of the proceeds therefrom:
(a) the representations and warranties of the Borrower
contained in ARTICLE V of the Agreement are true and correct as though made on
and as of such date (except such representations and warranties which expressly
refer to an earlier date, which are true and correct as of such earlier date);
and
(b) no Default or Event of Default has occurred and is
continuing, or would result from such proposed Borrowing(s).
The Borrowing requested herein complies with SECTIONS 2.01, 2.02 and 2.03 of the
Agreement, as applicable.
WILLIAMS OLP, L.P.
By Williams GP LLC, its
General Partner
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
Exhibit A-1
Page 3
Form of Borrowing Notice
21
EXHIBIT C-1
FORM OF COMPLIANCE CERTIFICATE
(Pursuant to SECTION 6.02 of the Agreement)
Financial Statement Date: ___________, ____
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of February 6, 2001
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the "AGREEMENT;" the terms defined therein being used herein
as therein defined), among Williams OLP, L.P., a Delaware limited partnership
(the "BORROWER"), the Lenders from time to time party thereto, Bank of America,
N.A., as Administrative Agent, Lehman Commercial Paper, Inc., as Syndication
Agent, and SunTrust Bank, as Documentation Agent. Capitalized terms used herein
but not defined herein shall have the meaning set forth in the Agreement.
The undersigned Responsible Officer hereby certifies as of the date hereof that
he/she is the ________________________________________ of the Borrower, and
that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agent on the behalf of the Borrower, and that:
[Use following for fiscal year-end financial statements]
1. Attached hereto as SCHEDULE 1 are the year-end unaudited financial statements
required by SECTION 6.01(b) of the Agreement for the fiscal year of the Borrower
ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of the Borrower and
its Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.
2. Attached hereto as SCHEDULE 2 are the year-end audited financial statements
required by SECTION 6.01(d) of the Agreement for the fiscal year of the MLP
ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section.
[Use following for fiscal quarter-end financial statements]
1. Attached hereto as SCHEDULE 1 are the unaudited financial statements required
by SECTION 6.01(c) of the Agreement for the fiscal quarter of the Borrower ended
as of the above date. Such financial statements fairly present the financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.
2. Attached hereto as SCHEDULE 3 are the unaudited financial statements required
by SECTION 6.01(d) of the Agreement for the fiscal quarter of the MLP ended as
of the above date, together with a certificate of a Responsible Officer of the
MLP stating that such financial statements fairly present the financial
condition, results of operations and cash flows of the MLP and its Subsidiaries
in accordance with GAAP as at such date and for such period, subject only to
normal year-end audit adjustments and the absence of footnotes.
Exhibit C-1
Page 1
Form of Compliance Certificate
22
[Use the following for both fiscal year-end and quarter-end financial
statements]
3. The undersigned has reviewed and is familiar with the terms of the Agreement
and has made, or has caused to be made under his/her supervision, a detailed
review of the transactions and condition (financial or otherwise) of the
Borrower during the accounting period covered by the attached financial
statements.
4. A review of the activities of the Borrower during such fiscal period has been
made under the supervision of the undersigned with a view to determining whether
during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and no Default or Event of Default has
occurred and is continuing except as follows (list of each such Default or Event
of Default and include the information required by SECTION 6.03 of the Credit
Agreement):
[ ]
5. The covenant analyses and information set forth on SCHEDULE 2 attached hereto
are true and accurate on and as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________, ________.
WILLIAMS OLP, L.P.
By: Williams GP LLC, its
General Partner
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
Exhibit C-1
Page 2
Form of Compliance Certificate
23
For the Quarter/Year ended ___________________("STATEMENT DATE")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
<Table>
I. SECTION 2.01(a) - Acquisition Subfacility ($48,000,000)
A. Acquisition Subfacility Principal Debt on the first day of
the most recently ended fiscal quarter (the "SUBJECT
Quarter"): $__________
B. Borrowings under the Acquisition Subfacility during the
Subject Quarter (list each by the date and $ amount of the
Borrowing): Date $Amount
---- ------
C. Borrowings repaid under the Acquisition Subfacility during
the Subject Quarter (list each by the date and $ amount of
the repayment): Date $Amount
---- ------
D. Acquisition Subfacility Principal Debt on the last day of
the Subject Quarter: $__________
E. On any day during the Subject Quarter, did the Acquisition
Subfacility Principal Debt exceed $48,000,000?
YES/NO
II. SECTION 2.01(b) - Working Capital/Distribution Subfacility
($12,000,000)
A. Working Capital/Distribution Subfacility Principal Debt on
the first day of the Subject Quarter: $__________
B. Borrowings under the Working Capital/Distribution Subfacility
to fund working capital requirements of the Borrower and its
Subsidiaries (list each by the date and $ amount of the
Borrowing): Date $Amount
---- ------
C. Borrowings under the Working Capital/Distribution Subfacility
to fund Quarterly Distributions (list each by the date and
$ amount of the Borrowing): Date $Amount
---- ------
D. Borrowings repaid under the Working Capital/Distribution
Subfacility (list each by the date and $ amount of the
repayment): Date $Amount
---- ------
</Table>
Exhibit C-1
Page 3
Form of Compliance Certificate
24
<Table>
E. Working Capital/Distribution Subfacility Principal Debt on
the last day of the Subject Quarter: $_________
F. On any day during the Subject Quarter, did the Working
Capital/Distribution Subfacility Principal Debt exceed
$12,000,000? YES/NO
G. On the date of each Borrowing under the Working
Capital/Distribution Subfacility (after giving effect to
such Borrowing), was the undrawn amount of Working
Capital/Distribution Subfacility Commitment $9,000,000 or
more? (SECTION 2.01(b)) YES/NO
III. SECTION 6.13 - Clean Down Period for Working Capital/Distribution
Subfacility
A. One clean down period of fifteen (15) consecutive days
during the twelve (12) month period beginning on the Initial
Funding Date, and for a period of fifteen (15) consecutive
days each twelve (12) month period thereafter is required.
For the current twelve (12) month period, describe the clean
down period (period of consecutive days (and dates) during
the current twelve (12) month period that the Working
Capital/Distribution Subfacility Principal Debt = $0.00):
# of Days Dates
--------- -----
IV. SECTION 7.03 - Indebtedness
A. Principal amount of purchase money indebtedness outstanding
(SECTION 7.03(c)): $__________
Maximum permitted $5,000,000
B. Principal amount of unsecured Indebtedness and Synthetic
Leases permitted pursuant to SECTION 7.03(d):
1. Amount of unsecured Indebtedness: $__________
2. Amount of Synthetic Leases: $__________
3. Aggregate amount of unsecured Indebtedness and
Synthetic Leases under SECTION 7.03(d) (IV.B.1 +
IV.B.2): $__________
Maximum permitted: $75,000,000.
</Table>
Exhibit C-1
Page 4
Form of Compliance Certificate
25
<Table>
C. Principal amount of Permitted Affiliated Subordinated Debt
outstanding (SECTION 7.03(e)): $__________
Maximum permitted: $50,000,000
V. SECTION 7.14(a) - Interest Coverage Ratio.
A. Consolidated EBITDA for the relevant period (as specified in
the definition of "Interest Coverage Ratio") ending on above
date ("SUBJECT PERIOD"):
1. Consolidated Net Income for Subject Period: $__________
2. Consolidated Interest Charges for Subject Period: $__________
3. Provision for income taxes for Subject Period: $__________
4. Depreciation expenses for Subject Period: $__________
5. Amortization expenses for intangibles for Subject
Period: $__________
6. Consolidated EBITDA (prior to pro forma adjustments
for Asset Acquisitions pursuant to
SECTION 7.14(c)(i)) (Lines V.A.1 + 2 + 3 + 4 + 5):
$__________
7. Pro forma adjustments to EBITDA for Asset
Acquisitions during the Subject Period (SECTION
7.14(c)(i)), giving effect to such Asset Acquisitions
on a pro forma basis for the Subject Period as if
such Asset Acquisitions occurred on the first day of
the Subject Period:
$__________
8. Consolidated EBITDA, including pro forma
adjustments for Asset Acquisitions (Lines V.A.6 +
V.A.7): $__________
B. Consolidated Interest Charges for Subject Period:
1. Consolidated Interest Charges for the Subject
Period:
$__________
2. Pro forma adjustment for the Subject Period:
</Table>
Exhibit C-1
Page 5
Form of Compliance Certificate
26
<Table>
$__________
3. Consolidated Interest Charges, including pro forma
adjustments (Lines V.B.1 + V.B.2): $__________
C. Consolidated Lease and Rental Expense for Subject Period:
1. Consolidated Lease and Rental Expense for the
Subject Period:
$__________
2. Pro forma adjustment for Consolidated Lease and
Rental Expense during the Subject Period:
$__________
3. Consolidated Lease and Rental Expense, including
pro forma adjustments (Lines V.C.1 + V.C.2): $__________
D. Interest Coverage Ratio:
1. Consolidated EBITDA adjusted for Asset Acquisitions
(Line V.A.8): $__________
2. Consolidated Interest Charges adjusted for Asset
Acquisitions (Line V.B.3): $__________
3. Consolidated Lease and Rental Expense, including pro forma
adjustments
(Line V.C.3): $__________
4. Interest Coverage Ratio (Line V.D.1 + Line V.D.3)
/ (Line V.D.2 + Line V.D.3): _____ to 1.0
Minimum required: 3.0:1.0
VI. SECTION 7.14(b) - Leverage Ratio
A. Consolidated Total Debt: $__________
B. Permitted Affiliate Subordinated Debt: $__________
C. Consolidated Total Debt excluding Permitted Affiliate
Subordinated Debt (Line VI.A minus Line VI.B):
$__________
D. Consolidated EBITDA (including pro forma adjustments for
Asset Acquisitions) (Line V.A.8 above):
$__________
E. Leverage Ratio (Line VI.C / Line VI.D):
_____ to 1.0
Maximum permitted: 4.0:1.0
</Table>
Exhibit C-1
Page 6
Form of Compliance Certificate