EXHIBIT 99.1
EXECUTION VERSION
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of July 29, 2002
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") among Home Interiors & Gifts, Inc., a Texas corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
parties to the Amended and Restated Credit Agreement referred to therein (each a
"Lender" and, collectively, the "Lenders") and Bank of America, N.A., as
administrative agent (the "Administrative Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Administrative Agent
have entered into an Amended and Restated Credit Agreement dated as of June 30,
2001 (as amended, supplemented or otherwise modified through the date hereof,
the "Credit Agreement"). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower has requested that the Lenders agree to
refinance the debt under the Credit Agreement and amend the Credit Agreement as
hereinafter set forth.
(3) The Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower and the Borrower and the Lenders
have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to the Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended as follows:
(a) Amendment to Section 1.1 - Defined Terms. Section 1.1 of
the Credit Agreement is amended by adding the following defined terms
in the appropriate alphabetical position:
(i) "'Amendment No. 1' means Amendment No. 1 to this
Agreement dated as of July 29, 2002."
(ii) "'Amendment No. 1 Effective Date' means the date
on which Amendment No. 1 becomes effective in accordance with
its terms."
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
2
(iii) "'Applicable Base Rate Margin for
Consenting Lenders' means the margin of interest over
the Prime Rate that is applicable when any interest
rate is determined for Consenting Lenders under this
Agreement based upon the Prime Rate. The Applicable
Base Rate Margin for Consenting Lenders is subject to
adjustments (upwards or downwards, as appropriate)
based upon the Leverage Ratio. Effective as of the
Adjustment Date, the Applicable Base Rate Margin for
Consenting Lenders shall be adjusted to reflect the
Applicable Base Rate Margin for Consenting Lenders
prescribed below for the Leverage Ratio as
demonstrated by the Compliance Certificate delivered
for that fiscal quarter:
<Table>
<Caption>
Revolving Loans and Facility A Term
Leverage Ratio Loan Advances Facility B Term Loan Advances
-------------- ----------------------------------- -----------------------------
Greater than or equal to 4.00 to 1.00 3.00% 3.50%
Less than 4.00 to 1.00, but equal to or greater
than 3.50 to 1.00 2.75% 3.50%
Less than 3.50 to 1.00, but equal to or greater
than 3.00 to 1.00 2.50% 3.50%
Less than 3.00 to 1.00, but equal to or greater
than 2.50 to 1.00 2.25% 3.25%
Less than 2.50 to 1.00 2.00% 3.00%
</Table>
If the financial statements required pursuant to
Section 6.1 or 6.2 hereof, as applicable, and the
related Compliance Certificate are not received by
the Administrative Agent by the date required, the
Applicable Base Rate Margin for Consenting Lenders
shall be determined as if the Leverage Ratio is
greater than or equal to 4.00 to 1.00 until such time
as such financial statements and Compliance
Certificate are received. Notwithstanding the
foregoing, the Applicable Base Rate Margin for
Consenting Lenders from and after the Amendment No. 1
Effective Date until and including the Adjustment
Date determined following the date of receipt of the
unaudited financial statements for the fiscal quarter
ending September 30, 2002, and the related Compliance
Certificate shall be determined as if the Leverage
Ratio is greater than or equal to 3.50 to 1.00 but
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
3
less than 4.00 to 1.00 (unless the Leverage Ratio as
of the end of the fiscal quarter ending June 30, 2002
is greater than 4.00 to 1.00 then any additional
interest Obligation that arises from any such
increase to the Leverage Ratio shall be due and
payable in arrears on August 30, 2002)."
(iv) "'Applicable LIBOR Rate Margin for
Consenting Lenders' means the margin of interest over
Adjusted LIBOR Rate that is applicable when any
interest rate is determined for Consenting Lenders
under this Agreement based upon the Adjusted LIBOR
Rate. The Applicable LIBOR Rate Margin for Consenting
Lenders is subject to adjustments (upwards or
downwards, as appropriate) based upon the Leverage
Ratio. Effective as of the Adjustment Date, the
Applicable LIBOR Rate Margin for Consenting Lenders
shall be adjusted to reflect the Applicable LIBOR
Rate Margin for Consenting Lenders prescribed below
for the Leverage Ratio as demonstrated by the
Compliance Certificate delivered for that fiscal
quarter:
<Table>
<Caption>
Revolving Loans and Facility A Term
Leverage Ratio Loan Advances Facility B Term Loan Advances
-------------- ----------------------------------- -----------------------------
Greater than or equal to 4.00 to 1.00 4.00% 4.50%
Less than 4.00 to 1.00, but equal to or greater than
3.50 to 1.00 3.75% 4.50%
Less than 3.50 to 1.00, but equal to or greater than
3.00 to 1.00 3.50% 4.50%
Less than 3.00 to 1.00, but equal to or greater than
2.50 to 1.00 3.25% 4.25%
Less than 2.50 to 1.00 3.00% 4.00%
</Table>
If the financial statements required pursuant to
Section 6.1 or 6.2 hereof, as applicable, and the
related Compliance Certificate are not received by
the Administrative Agent by the date required, the
Applicable LIBOR Rate Margin for Consenting Lenders
shall be determined as if the Leverage Ratio is
greater than 4.00 to 1.00 until such time as such
financial statements and Compliance Certificate are
received. Notwithstanding the foregoing the
Applicable
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
4
LIBOR Rate Margin for Consenting Lenders from and
after the Amendment No. 1 Effective Date until and
including the Adjustment Date determined following
the date of receipt of the unaudited financial
statements for the fiscal quarter ending September
30, 2002, and the related Compliance Certificate
shall be determined as if the Leverage Ratio is
greater than or equal to 3.50 to 1.00 but less than
4.00 to 1.00 (unless the Leverage Ratio as of the end
of the fiscal quarter ending June 30, 2002 is greater
than 4.00 to 1.00 then any additional interest
Obligation that arises from any such increase to the
Leverage Ratio shall be due and payable in arrears on
the last day of the applicable Interest Period ending
on or after August 30, 2002)."
(v) "'Consenting Lenders' means those
Lenders that have executed Amendment No. 1 to this
Agreement.
(vi) "'Working Capital' means, at any date
of determination, any amount equal to Current Assets
at such date minus Current Liabilities at such date."
(b) Amendments to Section 1.1 - Defined Terms. The following
definitions in Section 1.1 of the Credit Agreement are amended as
follows:
(i) The definition of "Adjustment Date" is
amended by adding, after the words "Applicable LIBOR
Rate Margin" and prior to the words "the Commitment
Fee", the following:
"the Applicable Base Rate Margin for
Consenting Lenders, the Applicable LIBOR Rate Margin
for Consenting Lenders,"
(ii) The definition of "Applicable Base Rate
Margin" is amended by adding, at the end of the first
sentence the following:
", for Lenders other than Consenting
Lenders."
(iii) The definition of "Applicable LIBOR
Rate Margin" is amended by adding, at the end of the
first sentence the following:
", for Lenders other than Consenting
Lenders."
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
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(iv) the definition of "Base Rate Basis" is
amended, by amending and restating the first sentence
of the definition, in its entirety as follow:
"'Base Rate Basis' means, for any day, a per
annum interest rate equal to the higher of (a) the
sum of (i) 0.50% plus (ii) the Federal Funds Rate on
such day plus (iii) either of (A) the Applicable Base
Rate Margin or (B) the Applicable Base Rate Margin
for Consenting Lenders, as applicable, or (b) the sum
of (i) the Prime Rate on such day plus (ii) either of
(A) the Applicable Base Rate Margin or (B) the
Applicable Base Rate Margin for Consenting Lenders,
as applicable."
(v) The definition of "EBITDA" is amended by
adding, after the parenthetical that concludes the
first sentence, the following:
"plus (h) all costs and expenses associated
with the execution of Amendment No. 1."
(vi) The definition of "Excess Cash Flow" is
amended by amending and restating subsection (d) in
its entirety as follows:
"(d) (i) the actual Capital Expenditures
made during such period (excluding, however, the
portion of such Capital Expenditures, if any,
financed by purchase money debt (other than the
Advances) or Capitalized Leased Obligations) and
which are permitted under the terms hereof and (ii)
any net increase (or, plus any net decrease) in
Working Capital during such period,"
(vii) The definition of "Facility B Term
Loan Commitment" is amended and restated in its
entirety to read as follows:
"'Facility B Term Loan Commitment' means the
commitments of the Lenders, subject to the terms and
conditions hereof, to make Facility B Term Loan
Advances (i) on the Agreement Date up to an aggregate
principal amount of $107,359,113.34, and (ii) on the
Amendment No. 1 Effective Date up to an additional
aggregate principal amount of $35,000,000, as such
commitments may be terminated pursuant to Section
2.1(c) hereof."
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
6
(viii) the definition of "Fixed Charge
Coverage Ratio" is amended by adding, immediately
before the period in the first sentence thereof, the
following:
"; provided, any amounts which are attributable to a
Person which is not wholly-owned by the Borrower
and/or its Subsidiaries (the "Fixed Charge
Attributable Amount") shall only be included in the
calculation of clause (b) hereof in an amount equal
to the product of (i) the percentage of the Capital
Stock of such Person owned by the Borrower or its
Subsidiaries and (ii) the Fixed Charge Attributable
Amount of such Person."
(ix) the definition of "LIBOR Basis" is
amended and restated in its entirety as follows:
"'LIBOR Basis' means with respect to any
LIBOR Advance, a per annum interest rate equal to the
lesser of (a) the Highest Lawful Rate, or (b) the sum
of the Adjusted LIBOR Rate plus, either of (i) the
Applicable LIBOR Rate Margin, or (ii) the Applicable
LIBOR Rate Margin for Consenting Lenders, as
applicable."
(x) the definition of "Pretax Net Income" is
amended by adding, after the acronym "GAAP", the
following:
"; provided, that any net profit (or loss) of any
Subsidiary which is not wholly-owned by the Borrower
or its Subsidiaries may only be included in the
calculation of Pretax Net Income in an amount equal
to the product of (i) the percentage of Capital Stock
of such Subsidiary owned by the Borrower or its
Subsidiaries and (ii) the net profit (or loss) before
taxes of such Subsidiary, determined in accordance
with GAAP; provided further, that any net profit (or
loss) of any Person other than a Subsidiary may only
be included in the calculation of Pretax Net Income
in an amount equal to the cash dividends received by
the Borrower or a wholly-owned Subsidiary, determined
in accordance to GAAP."
(xi) The definition of "Special Counsel" is
amended by deleting the words "Winstead Sechrest &
Minick P.C." and substituting therefore the words
"Shearman & Sterling".
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
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(xii) The definition of "Total Debt" is
amended and by adding the following proviso before
the period in such definition:
"; provided, that the amount of any of the items
described in clauses (a) through (e) above which are
attributable to any Person which is not wholly-owned
by the Borrower and/or its Subsidiaries (the "Total
Debt Attributable Amount") shall only be included in
the calculation of Total Debt in an amount equal to
the product of (i) the percentage of the Capital
Stock of such Person owned by the Borrower or its
Subsidiaries and (ii) the Total Debt Attributable
Amount of such Person."
(c) Amendment to Section 2.1(b) - Facility A Term Loan
Advances. Section 2.1(b) of the Credit Agreement is amended by adding
the following sentence at the end of the Section:
"As of the Amendment No. 1 Effective Date, the
parties hereto hereby further acknowledge and agree
that $30,956,230.85 of the Facility A Term Loan
Advances hereunder shall be deemed converted to
Facility B Term Loan Advances under this Agreement."
(d) Amendment to Section 2.1(c) - Facility B Term Loan
Advances. Section 2.1(c) of the Credit Agreement is amended and
restated in its entirety as follows:
"Each Lender severally agrees, upon the terms and
subject to the conditions of this Agreement, to make
Facility B Term Loan Advances to the Borrower, for
the purposes set forth in Section 5.8 hereof, as
follows: (i) on the Agreement Date in an aggregate
amount not to exceed its Facility B Term Loan
Specified Percentage (as of the Agreement Date) of
the Facility B Term Loan Commitment (as of the
Agreement Date) and (ii) on the Amendment No. 1
Effective Date in an aggregate amount not to exceed
its Facility B Term Loan Specified Percentage (as of
the Amendment No. 1 Effective Date) of the Facility B
Term Loan Commitment (as of the Amendment No. 1
Effective Date). Immediately upon the making of each
Facility B Term Loan Advance, the corresponding
portion of the Facility B Term Loan Commitment shall
be automatically terminated. Facility B Term Loan
Advances may not be repaid and then reborrowed.
Notwithstanding anything in this Agreement to the
contrary, including, without limitation, any
conversions of Facility A Term Loan Advances to
Facility B Term Loan Advances, the
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
8
outstanding aggregate principal amount of Facility B
Term Loan Advances shall not exceed $191,400,000."
(e) Amendments to Section 2.8 - Payment of Principal
Advances. (i) Section 2.8(b) of the Credit Agreement
is amended and restated in its entirety as follows:
"Facility A Term Loan Advances. To the extent not
otherwise required to be paid earlier as provided
herein, the principal amount of the Facility A Term
Loan Advances shall be repaid on each Quarterly Date
(except as provided in the last sentence of Section
2.5(g) hereof) and on the Facility A Term Loan
Maturity Date in such amounts as set forth next to
each such date below:
<Table>
<Caption>
Amount of Reduction of Facility A
Quarterly Date Term Loan Advances as of each Date
-------------- ----------------------------------
September 30, 2002 $1,430,000.00
December 31, 2002 $1,430,000.00
March 31, 2003 $1,430,000.00
June 30, 2003 $1,430,000.00
September 30, 2003 $1,905,000.00
December 31, 2003 $1,905,000.00
March 31, 2004 $1,905,000.00
June 30, 2004 $1,905,000.00
September 30, 2004 $2,852,000.00
December 31, 2004 $2,851,769.15
or such other amount of Facility A
Term Loan Advances then outstanding"
</Table>
and (ii) Section 2.8(c) of the Credit Agreement is
amended and restated in its entirety as follows:
"Facility B Term Loan Advances. To the
extent not otherwise required to be paid earlier as
provided herein, the principal amount of the Facility
B Term Loan Advances shall be repaid on each
Quarterly Date (except as provided in the last
sentence of Section 2.5(g) hereof) and on the
Facility B Term Loan Maturity Date in such amounts as
set forth next to each such date below:
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
9
<Table>
<Caption>
Amount of Reduction of Facility B
Quarterly Date Term Loan Advances as of each Date
-------------- ----------------------------------
September 30, 2002 $405,100.00
December 31, 2002 $405,100.00
March 31, 2003 $405,100.00
June 30, 2003 $405,100.00
September 30, 2003 $405,100.00
December 31, 2003 $405,100.00
March 31, 2004 $405,100.00
June 30, 2004 $405,100.00
September 30, 2004 $405,100.00
December 31, 2004 $405,100.00
March 31, 2005 $19,036,500.00
June 30, 2005 $19,036,500.00
September 30, 2005 $19,036,500.00
December 31, 2005 $19,036,500.00
March 31, 2006 $23,030,000.00
June 30, 2006 $23,030,000.00
September 30, 2006 $23,030,000.00
December 31, 2006 $23,028.344.20
or such other amount of Facility B
Term Loan Advances then outstanding
</Table>
(f) Amendment to Section 2.10 - Manner of Payment. (i)
Section 2.10(d)(i)(4) of the Credit Agreement is
amended and restated in its entirety as follows:
"(4) fourth, to pay interest on the Advances and the
Reimbursement Obligations, to be applied pro rata
among all Lenders based upon the amount of total
interest then due and payable to each such Lender
(except that (a) prior to the Lenders making a
Revolving Credit Advance pursuant to Section 2.2(g)
hereof, all interest due and payable on the Swing
Line Advances shall be payable to the Swing Line Bank
and (b) at such time, if any, that the Lenders make a
Revolving Credit Advance pursuant to Section 2.2(g)
hereof, the Administrative Agent shall distribute all
interest payments in respect of Swing Line Advances
to the Lenders in accordance with their respective
Revolving Credit Specified Percentages)."
(ii) Section 2.10(d)(ii)(4) of the Credit Agreement
is amended and restated in its entirety as follows:
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
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"(4) fourth, to pay interest on the Advances and the
Reimbursement Obligations, to be applied pro rata
among all Lenders based upon the amount of total
interest then due and payable to each such Lender;
and"
(g) Amendment to Section 2.16 - Letter of Credit. Section
2.16(f)(i) is amended by adding, after the words
"Applicable LIBOR Rate Margin", the following
language:
"or Applicable LIBOR Rate Margin for Consenting
Lenders, as applicable,"
(h) Amendment to Section 5.12 - Subsidiaries. Section
5.12 of the Credit Agreement is amended by adding the
following language immediately prior to clause (a)
thereof:
"other than a Subsidiary acquired pursuant to Section
7.3(k) if such Subsidiary is not wholly-owned by the
Borrower and/or its Subsidiaries (in which case the
Borrower shall comply with the requirements of
Section 7.3(k)(vi) applicable to such Subsidiary)"
(i) Amendments to Section 6.1 - Quarterly Financial
Statement and Information. Section 6.1 of the Credit
Agreement is amended (i) by adding "(a)" prior to the
first sentence of this Section and (ii) by adding the
following, at the end of the Section and prior to the
period:
"; and (b) a flash report including the number of
orders shipped, the fulfillment rate, the number of
active displayers, the average order size, and the
number of orders per displayer for such fiscal
quarter, all in form and substance reasonably
satisfactory to the Administrative Agent."
(j) Amendment to Section 6.7 - Monthly Financial
Statements and Other Reports. Section 6.7 of the
Credit Agreement is deleted in its entirety.
(k) Amendment to Section 7.1 - Indebtedness. Section
7.1(c) of the Credit Agreement is amended by deleting
the figure "$15,000,000" and substituting the figure
"$20,000,000".
(l) Amendment to Section 7.3 - Investments. (i) Section
7.3(d) of the Credit Agreement is amended by adding,
after the first time that the word "Investments" is
used, the following parenthetical:
"(other than Acquisitions)"; and
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
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(ii) Sections 7.3(k)(vi), (vii) and (viii) of the
Credit Agreement are amended and restated in their
entirety as follows:
"(vi) if such Acquisition results in a Domestic
Subsidiary, (A) such Subsidiary (other than a
Subsidiary that is not wholly-owned, directly or
indirectly, by the Borrower) shall execute a
Subsidiary Guaranty of the Obligations and Collateral
Documents granting a first priority Lien in
substantially all of such assets (or, if less than
substantially all of such assets, all assets required
by the Determining Lenders to be pledged), except for
Permitted Liens to secure the Obligations, (B) 100%
of such Subsidiary's Capital Stock that is owned by
the Borrower or one of its Subsidiaries shall be
pledged to secure the Obligations and (C) the
Administrative Agent on behalf of the Lenders shall
have received such board resolutions, officer's
certificates and opinions of counsel as the
Administrative Agent shall reasonably request in
connection with the actions described in clauses (A)
and (B) above, (vii) if such Acquisition results in a
Foreign Subsidiary, (x) such portion of such
Subsidiary's Capital Stock owned by the Borrower or
one of its Subsidiaries as shall not exceed 65% of
the total Capital Stock of such Subsidiary (when
aggregated with any other pledge of Capital Stock
which is pledged to the Administrative Agent for
obligations other than those contemplated by the Loan
Documents) and (y) the Administrative Agent on behalf
of the Lenders shall have received such board
resolutions, officer's certificate and opinions of
counsel as the Administrative Agent shall reasonably
request in connection with clause (x) immediately
preceding and (viii) the aggregate Acquisition
Consideration expended shall not exceed $35,000,000
during the period from and after the Amendment No. 1
Effective Date."
(m) Amendment to Section 7.8 - Leverage Ratio. Section
7.8 of the Credit Agreement is amended by deleting
subsection (d) and amending and restating subsections
(a), (b) and (c) in their entirety as follows:
"(a) 4.10 to 1.00 at the end of any fiscal quarter
occurring during the period from and including
December 31, 2001 through September 30, 2003, (b)
4.00 to 1.00 at the end of any fiscal quarter
occurring during the period from December 31, 2003
through September 30, 2004, and (c) 3.50 to 1.00
thereafter."
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
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(n) Amendment to Section 7.9 - Senior Leverage Ratio.
Section 7.9 of the Credit Agreement is amended and
restated in its entirety as follows:
"Senior Leverage Ratio. The Borrower will not permit
the Senior Leverage Ratio (tested at the end of each
fiscal quarter) to be greater than (a) 2.25 to 1.00
at the end of any fiscal quarter occurring during the
period from and including December 31, 2001 through
September 30, 2003, (b) 2.20 to 1.00 at the end of
any fiscal quarter occurring during the period from
and including December 31, 2003 through September 30,
2004, (c) 1.90 to 1.00 at the end of any fiscal
quarter occurring during the period from and
including December 31, 2004 through September 30,
2005 and (d) 1.50 to 1.00 thereafter."
(o) Amendment to Section 7.11 - Capital Expenditures.
Section 7.11 of the Credit Agreement is amended and
restated in its entirety as follows:
"Capital Expenditures. The Borrower shall not permit
the Capital Expenditures to be paid by it and its
Subsidiaries to exceed at any time in the aggregate
(a) $15,500,000 during the fiscal year ending
December 31, 2001, (b) $20,000,000 during the fiscal
year ending December 31, 2002, (c) $20,000,000 during
the fiscal year ending December 31, 2003, (d)
$12,000,000 during the fiscal year ending December
31, 2004 and (e) $12,000,000 during the fiscal year
ending December 31, 2005. Beginning December 31,
2002, any amount not used under this Section 7.11 for
the prior fiscal year may be carried forward into the
next succeeding fiscal year only."
(p) Amendment to Section 7.14 - EBITDA. Section 7.14 of
the Credit Agreement is amended and restated in its
entirety as follows:
"EBITDA. The Borrower shall maintain an EBITDA
(tested at the end of each fiscal quarter),
calculated for each of the then most recent ended
four fiscal quarters, of not less than (a)
$65,000,000 at the end of the fiscal quarter ending
December 31, 2001, (b) $85,000,000 at the end of any
fiscal quarter occurring during the period from and
including March 31, 2002 through September 30, 2003,
(c) $88,000,000 at the end of any fiscal quarter
occurring during the period from and including
December 31, 2003 through September 30, 2004 and (d)
$90,000,000 for the periods beginning December 31,
2004 and thereafter."
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
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(q) Amendment to Section 7.15 - Fixed Charge Coverage
Ratio. Section 7.15 of the Credit Agreement is
amended and restated in its entirety as follows:
"Fixed Charge Coverage Ratio. The Borrower shall
maintain a Fixed Charge Coverage Ratio (tested at the
end of each fiscal quarter for the four fiscal
quarters then ended) of not less than: (i) 1.10 to
1.00 beginning with the fiscal quarter ending
September 30, 2001 through the fiscal quarter ending
on March 31, 2005 and (ii) 0.75 to 1.00 for each
fiscal quarter beginning with the fiscal quarter
ending June 30, 2005 and thereafter."
(r) Amendment to Section 11.6 - Assignments. Section
11.6(d)(iv) of the Credit Agreement is amended by
deleting each reference to the figure "$5,000,000"
and substituting, in each instance, the figure
"$1,000,000".
(s) Amendment to Schedule I to the Credit Agreement.
Schedule I to the Credit Agreement is amended and
restated in its entirety by the new Schedule I
attached hereto.
SECTION 2. Conditions of Effectiveness. This Amendment shall
be effective on the date on which all of the following conditions precedent have
been satisfied or waived:
(a) The Administrative Agent shall have received (i)
counterparts of this Amendment, executed and delivered by a duly authorized
officer of the Borrower and each of the Determining Lenders and (ii)
counterparts of the Consent attached hereto as Exhibit A, executed and delivered
by a duly authorized officer of each applicable Obligor.
(b) The Administrative Agent and the Borrower shall have
received satisfactory written evidence confirming that Lenders holding at least
30% of the Facility A Term Loan Advances have agreed, subject only to the
effectiveness of the Amendment, to convert such Facility A Term Loan Advances to
Facility B Term Loan Advances.
(c) The Administrative Agent shall have received a certificate
of a duly authorized officer of the Borrower, dated as of the Amendment No. 1
Effective Date, certifying that (i) all of the representations and warranties of
the Obligors set forth in each of the Loan Documents shall be true and correct
in all material respects on and as of the Amendment No. 1 Effective Date, before
and after giving effect to this Amendment, as though made on and as of such date
(except for any such representation and warranty that, by its terms, refers to a
specific date other than the Amendment No. 1 Effective Date, in which case as of
such specific date), (ii) no Default has occurred and is continuing and (iii) no
order, judgment, injunction or decree of any Tribunal that purports to enjoin or
restrain any Lender from making Advances exists.
(d) The Administrative Agent shall have received a certificate
of each Obligor, dated as of the Amendment No. 1 Effective Date, executed by the
Secretary or Assistant Secretary of such Obligor, certifying, among other
things, (i) a copy of the articles or certificate of incorporation (or other
similar organizational documents) of such Obligor certified to be true, complete
and correct by the secretary of state of its state of incorporation or
organization, (ii) a true and correct copy of the by-laws, partnership agreement
or other similar governance document of such Obligor, as in effect on the
Amendment No. 1 Effective Date, (iii) a
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
14
true and correct copy of the resolutions adopted by the Board of Directors (or
other similar organizational body) of such Obligor authorizing it to execute,
deliver and perform the Obligations contemplated by this Amendment, (iv) an
original copy of a certificate of good standing and a certificate of existence
for its state of incorporation or organization and each state in which it is
qualified to do business, and (v) a certificate of incumbency with respect to
each officer executing this Amendment or the Consent hereto.
(e) A favorable opinion of Weil Gotshal & Manges LLP, counsel
for the Borrower, in the form attached hereto as Exhibit B.
(f) The Administrative Agent shall have received the duly
executed Amendment Fee Letter and the Borrower shall pay in full all of the
accrued fees then due and, to the extent invoiced, accrued or out of pocket
expenses of the Administrative Agent whether contained in the Amendment Fee
Letter or any other Loan Document, including, without limitation, all the fees
and expenses of Shearman & Sterling and Winstead, Sechrest & Minick P.C.,
counsel for the Administrative Agent.
(g) The Administrative Agent shall have received an amendment
fee payable to the Administrative Agent for the ratable account of each Lender
executing this Amendment on or prior to 5:00 p.m. New York City Time on July 24,
2002, in an amount equal to 0.25% of the sum of such Lender's (i) Facility A
Term Loan Advances and Facility B Term Loan Advances, in each case, prior to
giving effect to any conversion contemplated in this Amendment and (ii)
Revolving Credit Commitment.
(h) The Administrative Agent shall have received a conversion
fee payable to the Administrative Agent for the ratable account of each Lender
converting a portion of its respective Facility A Term Loan Advances ("Converted
Amount") to Facility B Term Loan Advances in an amount of 0.50% of such Lender's
Converted Amount.
(i) The Administrative Agent shall have received UCC search
results from all appropriate jurisdiction where Collateral is located.
SECTION 3. Reference to and Effect on the Credit Agreement and
the Loan Documents. (a) On and after the Amendment No. 1 Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Amendment.
(b) The Credit Agreement and each of the other Loan Documents,
as specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
15
continue to secure the payment of all Obligations of the Obligors under the Loan
Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under the Credit Agreement
or any of the Loan Documents, nor constitute a waiver of any provision of the
Credit Agreement or any of the Loan Documents.
SECTION 4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
[Remainder of this page intentionally left blank.]
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
HOME INTERIORS & GIFTS, INC.
By /s/ MICHAEL D. LOHNER
--------------------------------------------
Name: Michael D. Lohner
Title: President and Chief Operating Officer
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
BANK OF AMERICA, N.A.,
as Administrative Agent, Issuing Bank,
SwingLine Bank, and as a Lender
By /s/ W. THOMAS BARNETT
-----------------------------------
Name: W. Thomas Barnett
Title: Managing Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
BANC OF AMERICA SECURITIES LLC
By: /s/ PETER SANTRY
-----------------------------------
Name: Peter Santry
Title: Managing Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
ARCHIMEDES FUNDING II LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By /s/ HELEN RHEE
-----------------------------------
Name: Helen Rhee
Title: Senior Vice President
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By /s/ HELEN RHEE
-----------------------------------
Name: Helen Rhee
Title: Senior Vice President
ARCHIMEDES FUNDING III LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By /s/ HELEN RHEE
-----------------------------------
Name: Helen Rhee
Title: Senior Vice President
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By /s/ HELEN RHEE
-----------------------------------
Name: Helen Rhee
Title: Senior Vice President
ARCHIMEDES FUNDING II LLC
By: ING Capital Advisors LLC
as Collateral Manager
By /s/ HELEN RHEE
-----------------------------------
Name: Helen Rhee
Title: Senior Vice President
BALANCE HIGH-YIELD FUND I LTD.
By: ING Capital Advisors LLC, as
Asset Manager
By /s/ HELEN RHEE
-----------------------------------
Name: Helen Rhee
Title: Senior Vice President
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
AETNA CDO LIMITED (Acct 1277)
by Pacific Investment
Management Company LLC
as its Investment Advisor
By: /s/ MOHAN V. PHANSALKAR
-----------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
CAPTIVA III FINANCE LTD. (Acct 275)
as advised by Pacific Investment
Management Company LLC
By: /s/ DAVID DYER
-----------------------------------
Name: David Dyer
Title: Director
DELANO COMPANY (Acct 274)
by Pacific Investment
Management Company LLC
as its Investment Advisor
By: /s/ MOHAN V. PHANSALKAR
-----------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
ROYALTON COMPANY INC.
as advised by Pacific Investment
Management Company LLC,
By: /s/ MOHAN V. PHANSALKAR
-----------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
BANK ONE, N.A.
By: /s/ KELLY T. COTTON
-----------------------------------
Name: Kelly T. Cotton
Title: Managing Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
DEUTSCHE BANK COMPANY
AMERICAS (f/k/a BANKERS TRUST COMPANY)
By: /s/ MARY KAY COYLE
-----------------------------------
Name: Mary Kay Coyle
Title: Managing Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
COMPASS BANK
By: /s/ MONICA M. ALEXANDER
-----------------------------------
Name: Monica M. Alexander
Title: Vice President
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ KARL KIEFFER
-----------------------------------
Name: Karl Kieffer
Title: Duly Authorized Signatory
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
HZ SPECIAL OPPORTUNITIES
By: Highbridge Capital Management LLC
By: /s/ DANIEL ZWIRN
-----------------------------------
Name: Daniel Zwirn
Title: Portfolio Manager
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
JPMORGAN CHASE BANK
By: /s/ WILLIAM J. CAGGIANO
-----------------------------------
Name: William J. Caggiano
Title: Managing Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
KZH ING-2 LLC
As Lender
By: /s/ ROWENA SMITH
-----------------------------------
Name: Rowena Smith
Title: Authorized Agent
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
KZH ING-3 LLC
As Lender
By: /s/ ROWENA SMITH
-----------------------------------
Name: Rowena Smith
Title: Authorized Agent
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
NATIONAL CITY BANK
By: /s/ STEPHEN BASSETT
-----------------------------------
Name: Stephen Bassett
Title: AVP
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
PB CAPITAL CORPORATION
By: /s/ LISA MONGOLIA
-----------------------------------
Name: Lisa Mongolia
Title: Assistant Vice President
By: /s/ CHRISTOPHER J. RUZZI
-----------------------------------
Name: Christopher J. Ruzzi
Title: Vice President
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
(Ref. Harvard Special Situations Account)
By: Whippoorwill Associates, Inc.
as Agent
By: /s/ DAVID A. STRUMWASSER
-------------------------------------
Name: David A. Strumwasser
Title: Managing Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
SHOP III
TCW Shared Opportunity Fund III, L.P.
By: TCW Asset Management Company
its Investment Advisor
By: /s/ MICHAEL K. PARKS
-----------------------------------
Name: Michael K. Parks
Title: Managing Director
By: /s/ NICHOLAS W. TELL, JR.
-----------------------------------
Name: Nicholas W. Tell, Jr.
Title: Managing Director
LINC I
TCW Leveraged Income Trust, L.P.
By: TCW Advisers (Bermuda), Ltd.
as its General Partner
By: /s/ MARK L. GOLD
-----------------------------------
Name: Mark L. Gold
Title: Managing Director
By: TCW Investment Management Company
as Investment Adviser
By: /s/ G. STEVEN KALIN
-----------------------------------
Name: G. Steven Kalin
Title: Vice President
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
LINC II
TCW Leveraged Income Trust II, L.P.
By: TCW (LINC II), L.P.
as its General Partner
By: TCW Advisers (Bermuda), Ltd.
its General Partner
By: /s/ G. STEVEN KALIN
-----------------------------------
Name: G. STEVEN KALIN
Title: Vice President
By: TCW Investment Management Company
as Investment Adviser
By: /s/ MARK L. GOLD
-----------------------------------
Name: Mark L. Gold
Title: Managing Director
LINC IV
TCW Leveraged Income Trust IV, L.P.
By: TCW Asset Management Company
as its Investment Advisor
By: /s/ G. STEVEN KALIN
-----------------------------------
Name: G. Steven Kalin
Title: Vice President
By: TCW Asset Management Company
as its Managing Member of
TCW (LINC IV) L.L.C., the
General Partner
By: /s/ JONATHAN R. INSULL
-----------------------------------
Name: Jonathan R. Insull
Title: Managing Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
VAN KAMPEN CLO II LIMITED
By: Investment Advisory Corp
as Collateral Manager
By: /s/ DARVIN D. PIERCE
-----------------------------------
Name: Darvin D. Pierce
Title: Executive Director
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory
Corp as Collateral Manager
By: /s/ DARVIN D. PIERCE
-----------------------------------
Name: Darvin D. Pierce
Title: Executive Director
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory
Corp as Collateral Manager
By: /s/ DARVIN D. PIERCE
-----------------------------------
Name: Darvin D. Pierce
Title: Executive Director
Home Interiors & Gifts, Inc. Amendment No. 1 to the
Amended and Restated Credit Agreement
EXHIBIT A
CONSENT
Dated as of July 29, 2002
The undersigned, DWC GP, Inc., a Delaware corporation (f/k/a
Dallas Woodcraft, Inc.), GIA, Inc., a Nebraska corporation, Homco, Inc., a Texas
corporation, Homco Puerto Rico, Inc., a Delaware corporation, Spring Valley
Scents, Inc., a Delaware corporation, Laredo Candle Company, L.P., a Texas
limited partnership, HIG Investments, Inc., a Delaware corporation, and Dallas
Woodcraft Company, LP, a Delaware limited partnership (each, individually, an
"Obligor" and, collectively, the "Obligors"), each of the above a party under
each of the (i) Subsidiary Guaranty, (ii) the Security Agreement and (iii) the
Intellectual Property Security Agreement (as each such term is defined in the
Credit Agreement referred to in the Amendment to which this Consent is attached
and herein, the "Subsidiary Agreements") hereby consents to such Amendment and
hereby confirms and agrees that after giving effect to the Amendment, each of
the Subsidiary Agreements is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects, and that, on and after the
effectiveness of such Amendment, each reference in each of the Subsidiary
Agreements to the "Credit Agreement", "thereunder", "thereof" or words of like
import shall mean and be a reference to the Credit Agreement, as amended by such
Amendment.
[Remainder of this page intentionally left blank.]
Consent to Home Interiors and Gifts, Inc. Amendment No. 1 to
the Amended and Restated Credit Agreement
DWC GP, INC., a Delaware corporation
(formerly Dallas Woodcraft, Inc.)
By: /s/ MICHAEL D. LOHNER
------------------------------------
Name: Michael D. Lohner
-------------------------------
Title: President
------------------------------
GIA INC., a Nebraska corporation
By: /s/ MICHAEL D. LOHNER
------------------------------------
Name: Michael D. Lohner
-------------------------------
Title: Senior Vice President
------------------------------
HOMCO, INC., a Texas corporation
By: /s/ MICHAEL D. LOHNER
------------------------------------
Name: Michael D. Lohner
-------------------------------
Title: Senior Vice President
------------------------------
HOMCO PUERTO RICO, INC., a Delaware
corporation
By: /s/ MICHAEL D. LOHNER
------------------------------------
Name: Michael D. Lohner
-------------------------------
Title: Senior Vice President
------------------------------
SPRING VALLEY SCENTS, INC., a Delaware
corporation
By: /s/ MICHAEL D. LOHNER
------------------------------------
Name: Michael D. Lohner
-------------------------------
Title: Executive Vice President
------------------------------
LAREDO CANDLE COMPANY, L.P., a Texas
limited partnership
By: Spring Valley Scents, Inc., its
general partner
By: /s/ MICHAEL D. LOHNER
-------------------------------
Name: Michael D. Lohner
--------------------------
Title: Executive Vice President
-------------------------
HIG INVESTMENTS, INC.,
a Delaware corporation
By: /s/ GORDON W. STEWART
------------------------------------
Name: Gordon W. Stewart
-------------------------------
Title: President
------------------------------
Consent to Home Interiors and Gifts, Inc. Amendment No. 1 to
the Amended and Restated Credit Agreement
DALLAS WOODCRAFT COMPANY, LP,
a Delaware limited partnership
By: DWC GP Inc.,
its general partner
By: /s/ MICHAEL D. LOHNER
------------------------------
Name: Michael D. Lohner
-------------------------
Title: President
------------------------
Consent to Home Interiors and Gifts, Inc. Amendment No. 1 to
the Amended and Restated Credit Agreement
SCHEDULE 1
COMMITMENTS AND SPECIFIED PERCENTAGES
<Table>
BANK OF AMERICA, N.A.
Revolving Credit Specified Percentage 28.333333333%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 3.644471355%
Total Specified Percentage 6.676925624%
BANC OF AMERICA SECURITIES
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 20.311597996%
Total Specified Percentage 15.811411362%
HCM/Z SPECIAL OPPORTUNITIES LLC (HIGHBRIDGE)
Revolving Credit Specified Percentage 14.935683533%
Facility A Term Loan Specified Percentage 19.109689323%
Facility B Term Loan Specified Percentage 0%
Total Specified Percentage 3.668206859%
GE / HELLER FINANCIAL
Revolving Credit Specified Percentage 12.500000000%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 13.625292262%
Total Specified Percentage 12.300586521%
JPMORGAN CHASE BANK
Revolving Credit Specified Percentage 10.000000000%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 3.938016856%
Total Specified Percentage 4.420783564%
</Table>
Home Interiors and Gifts, Inc.
Schedule I
<Table>
DEUTSCHE
Revolving Credit Specified Percentage 6.250000000%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 3.541246944%
Total Specified Percentage 3.603697060%
NATIONAL CITY BANK
Revolving Credit Specified Percentage 6.250000000%
Facility A Term Loan Specified Percentage 16.289379668%
Facility B Term Loan Specified Percentage 1.740994114%
Total Specified Percentage 3.603697060%
BANK ONE TEXAS NA
Revolving Credit Specified Percentage 6.250000000%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 3.938016856%
Total Specified Percentage 3.912559627%
PB CAPITAL CORPORATION
Revolving Credit Specified Percentage 6.250000000%
Facility A Term Loan Specified Percentage 13.029333744%
Facility B Term Loan Specified Percentage 2.498054413%
Total Specified Percentage 3.912559627%
PRESIDENT & FELLOWS OF HARVARD
Revolving Credit Specified Percentage 3.397649800%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 2.008806985%
Total Specified Percentage 2.024211943%
</Table>
Home Interiors and Gifts, Inc.
Schedule I
<Table>
COMPASS BANK
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 16.839309933%
Facility B Term Loan Specified Percentage 0%
Total Specified Percentage 1.448704443%
KZH ING 2 (AMEX/JPM CHASE)
Revolving Credit Specified Percentage 5.833333333%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 1.888327633%
Total Specified Percentage 2.260525074%
KZH ING 3 (ING/JPM CHASE)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 10.554740893%
Facility B Term Loan Specified Percentage 0%
Total Specified Percentage 0.908036023%
NEMEAN CLO LTD (ING)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 13.698420935%
Facility B Term Loan Specified Percentage 0%
Total Specified Percentage 1.178490291%
ARCHIMEDES FUNDING LLC (ING)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 5.912985245%
Facility B Term Loan Specified Percentage 1.133669552%
Total Specified Percentage 1.391197229%
</Table>
Home Interiors and Gifts, Inc.
Schedule I
<Table>
ARCHIMEDES FUNDING II LLC (ING)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 4.566140259%
Facility B Term Loan Specified Percentage 0%
Total Specified Percentage 0.392830093%
ARCHIMEDES FUNDING III LLC (ING)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 1.964804444%
Total Specified Percentage 1.529487306%
BALANCED HIGH-YIELD FUND I LTD (ING)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 0.728887051%
Total Specified Percentage 0.567396666%
SEQUILS-ING I (HBDGM) LTD (ING)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 0.728887045%
Total Specified Percentage 0.567396662%
VAN KAMPEN CLO II LTD
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 6.738066952%
Total Specified Percentage 5.245197762%
</Table>
Home Interiors and Gifts, Inc.
Schedule I
<Table>
VAN KAMPEN PRIME RATE INCOME TRUST
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 3.776415896%
Total Specified Percentage 2.939722676%
VAN KAMPEN SENIOR INCOME TRUST
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 3.556684130%
Total Specified Percentage 2.768674127%
TCW LEVERAGED INCOME TRUST LP
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 4.107979880%
Total Specified Percentage 3.197826176%
TCW LEVERAGED INCOME TRUST II LP
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 1.920351444%
Total Specified Percentage 1.494883201%
TCW II LEVERAGED INCOME TRUST, L.P.
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 2.187628442%
Total Specified Percentage 1.702942979%
</Table>
Home Interiors and Gifts, Inc.
Schedule I
<Table>
TCW LEVERAGED INCOME TRUST IV LP
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 1.909469621%
Total Specified Percentage 1.486412328%
TCW SHARED OPPORTUNITY FUND III LP
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 5.426257280%
Total Specified Percentage 4.224029347%
ATHENA CDO LIMITED (PIMCO)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 0.972493273%
Total Specified Percentage 0.757030106%
CAPTIVA III FINANCE LTD (PIMCO)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 2.734535547%
Total Specified Percentage 2.128678720%
DELANO COMPANY (PIMCO)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 2.855856466%
Total Specified Percentage 2.223120081%
</Table>
Home Interiors and Gifts, Inc.
Schedule I
<Table>
ROYALTON COMPANY (PIMCO)
Revolving Credit Specified Percentage 0%
Facility A Term Loan Specified Percentage 0%
Facility B Term Loan Specified Percentage 2.123187565%
Total Specified Percentage 1.652779461%
</Table>
Home Interiors and Gifts, Inc.
Schedule I