EXHIBIT 10.1
FIRST AMENDMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 30, 2004 (the
"Amendment") is entered into among Per-Se Technologies, Inc., a Delaware
corporation (the "Borrower"), the Guarantors party hereto, the Lenders party
hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms
used herein and not otherwise defined herein shall have the meanings given to
such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative
Agent entered into that certain Credit Agreement dated as of September 11, 2003
(as amended or modified from time to time, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders amend certain terms
of the Credit Agreement as set forth herein; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments to the Credit Agreement.
(a) The definition of "Aggregate Revolving Commitments" in Section
1.01 is hereby amended to read as follows:
"Aggregate Revolving Commitments" means the Revolving
Commitments of all the Lenders. The amount of the Aggregate
Revolving Commitments in effect on the First Amendment Effective
Date is SEVENTY FIVE MILLION DOLLARS ($75,000,000).
(b) The definition of "Applicable Rate" in Section 1.01 is hereby
amended to read as follows:
"Applicable Rate" means the following percentages per annum,
based upon the Consolidated Senior Leverage Ratio as set forth in
the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.02(b):
Consolidated
Senior
Pricing Leverage Commitment Letters of Eurodollar Base Rate
Tier Ratio Fee Credit Loans Loans
- --------------------------------------------------------------------------------------------------------
1 < 1.0:1.0 0.50% 2.50% 2.50% 1.00%
2 > or = 1.0:1.0 but 0.50% 2.75% 2.75% 1.25%
< 1.5:1.0
3 > or = 1.5:1.0 0.50% 3.00% 3.00% 1.50%
Any increase or decrease in the Applicable Rate resulting from a
change in the Consolidated Senior Leverage Ratio shall become effective as
of the first Business Day immediately following the date a Compliance
Certificate is required to be delivered pursuant to Section 7.02(b);
provided, however, that if a Compliance Certificate is not delivered when
due in accordance with such Section, then Pricing Level 3 shall apply as
of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall continue to
apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(b),
whereupon the Applicable Rate shall be adjusted based upon the calculation
of the Consolidated Leverage Ratio contained in such Compliance
Certificate. The Applicable Rate in effect from the First Amendment
Effective Date through the first Business Day immediately following the
date a Compliance Certificate is required to be delivered pursuant to
Section 7.02(b) for the fiscal quarter ending June 30, 2003 shall be
determined based upon Pricing Level 3. Notwithstanding the Applicable Rate
in each Pricing Tier identified in the pricing grid above, if the
Administrative Agent receives evidence satisfactory to the Administrative
Agent demonstrating that the Borrower's senior secured non-credit enhanced
debt is rated BB- or higher by S&P and Ba3 or higher by Moody's, the
Applicable Rate in each Pricing Tier in the pricing grid above shall be
reduced by 0.25% on the first Business Day immediately following the
Administrative Agent's receipt of such evidence.
(c) Clause (c) in the definition of "Change of Control" in Section 1.01 is
hereby amended to read as follows:
(c) the occurrence of a "Change of Control" (or any comparable term)
under, and as defined in the Convertible Subordinated Debentures
Documents.
(d) Clause (a) in the definition of "Consolidated EBITDA" is hereby
amended to read as follows:
(a) the following to the extent deducted in calculating such Consolidated
Net Income: (i) Consolidated Interest Charges for such period, (ii) the
provision for federal, state, local and foreign income taxes payable by
the Borrower and its Subsidiaries for such period, (iii) the amount of
depreciation and amortization expense for such period, (iv) all non-cash,
non-recurring charges for such period, (v) for the fiscal quarter period
ending on September 30, 2003, any non-recurring expenses incurred by the
Borrower during such period in connection with the tender offer and early
redemption of the Existing Senior Notes, including all premiums, fees and
legal costs related thereto, (vi) professional fees and expenses incurred
in connection with the 2003 fiscal year audit work related to compliance
with Statement of Auditing Standards No. 99 and (vii) the amount of the
prepayment premium paid in connection with the prepayment of the Term Loan
plus
(e) The definition of "Consolidated Fixed Charges" in Section 1.01 is
hereby amended to read as follows:
"Consolidated Fixed Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum
of (i) the cash portion of Consolidated Interest Charges for such period
plus (ii) Consolidated Scheduled Funded Debt Payments for such period
(other than any debt amortization payments on the Term
2
Loan during such period) plus (iii) rent and lease expense for such
period, all as determined in accordance with GAAP.
(f) Clause (a) in the definition of "Maturity Date" in Section 1.01 is
hereby amended to read as follows:
(a) as to the Revolving Loans, Swing Line Loans and Letters of Credit (and
the related L/C Obligations), June 30, 2007 as may be extended pursuant to
Section 2.14 and
(g) Clauses (v) and (ix) in the definition of "Permitted Acquisitions" in
Section 1.01 are hereby amended to read as follows:
(v) the Borrower shall have delivered to the Administrative Agent a Pro
Forma Compliance Certificate demonstrating that, upon giving effect to
such Acquisition on a Pro Forma Basis, the Loan Parties would be in
compliance with the financial covenants set forth in Section 8.11(b) and
Section 8.11(d) as of the most recent fiscal quarter for which the
Borrower has delivered financial statements pursuant to Section 7.01(a) or
(b),
******
(ix)(a) the aggregate consideration (including cash and non-cash
consideration, any assumption of Indebtedness, deferred purchase price and
any Earn Out Obligations) for all such Acquisitions occurring during any
fiscal year plus (b) the amount of all Stock Payments occurring during
such fiscal year shall not exceed (1) if the Consolidated Senior Leverage
Ratio (calculated on a Pro Forma Basis after giving effect to such
Acquisition or such Stock Payment, as applicable) is greater than or equal
to 1.0 to 1.0, an amount equal to 50% of Consolidated EBITDA for the most
recently ended fiscal year plus or (2) if the Consolidated Senior Leverage
Ratio (calculated on a Pro Forma Basis after giving effect to such
Acquisition or Stock Payment, as applicable) is less than 1.0 to 1.0, an
amount equal to 75% of Consolidated EBITDA for the most recently ended
fiscal year; provided, however, that up to 50% of the unused amount for
Permitted Acquisitions and Stock Payments in any fiscal year (excluding
any carry forward available from any prior fiscal year) may be carried
forward to the next fiscal year for Permitted Acquisitions and Stock
Payments.
(h) The last sentence in the definition of "Permitted Acquisitions" in
Section 1.01 is hereby amended to read as follows and an additional sentence is
hereby added after such sentence to read as follows:
Notwithstanding the limitation on aggregate consideration for Acquisitions
contained in the foregoing clause (ix) above and in Section 8.06(c), the
Borrower may make additional Acquisitions subject to the other conditions
contained above in any fiscal year with any available Asset Reinvestment
Proceeds; provided, however, the aggregate amount of Asset Reinvestment
Proceeds used as consideration for all Acquisitions consummated subsequent
to the Closing Date shall not exceed $40,000,000. For purposes of this
definition, "Asset Reinvestment Proceeds" means, as of any date of
determination, the amount of the Net Cash Proceeds from Dispositions and
Involuntary Dispositions that is available to the Borrower for
reinvestment in Eligible Assets in accordance with Section 2.05(b)(ii).
For purposes of clarification, it is understood and agreed that any
Acquisition or Stock Payment made in conformity with the pro forma test
identified in clause (ix) above
3
shall always be considered a Permitted Acquisition or Stock Payment
permitted by Section 8.06(c) even if the Consolidated Senior Leverage
Ratio subsequent to any such Permitted Acquisition or Stock Payment
increases above the applicable pro forma Consolidated Senior Leverage
Ratio at the time of such Permitted Acquisition or Stock Payment.
(i) The first sentence in the definition of "Pro Forma Basis" in Section
1.01 is hereby amended to read as follows:
"Pro Forma Basis" means, for purposes of calculating the
Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio
(including for purposes of determining the Applicable Rate), that any
Disposition, Involuntary Disposition or Acquisition shall be deemed to
have occurred as of the first day of the most recent four fiscal quarter
period preceding the date of such transaction for which the Borrower has
delivered financial statements pursuant to Section 7.01(a) or (b).
(j) The definition of "Pro Forma Compliance Certificate" in Section 1.01
is hereby amended to read as follows:
"Pro Forma Compliance Certificate" means a certificate of a
Responsible Officer of the Borrower containing reasonably detailed
calculation of the Consolidated Leverage Ratio and the Consolidated Senior
Leverage Ratio as of the most recent fiscal quarter end for which the
Borrower has delivered financial statements pursuant to Section 7.01(a) or
(b) after giving effect to the applicable transaction on a Pro Forma
Basis.
(k) The following definitions are hereby added to Section 1.01 in the
appropriate alphabetical order and shall read as follows:
"Consolidated Senior Leverage Ratio" means, as of any date of
determination, the ratio of (a) the sum of (i) Consolidated Funded
Indebtedness as of such date minus (ii) unrestricted cash and Cash
Equivalents in excess of $10,000,000 held by the Borrower and its
Subsidiaries which would appear on a consolidated balance sheet of the
Borrower and its Subsidiaries as of such date minus (iii) the Indebtedness
under the Convertible Subordinated Debentures as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most
recently ended for which the Borrower has delivered financial statements
pursuant to Section 7.01(a) or (b).
"Convertible Subordinated Debentures" means those 3.25% Convertible
Subordinated Debentures of the Borrower due 2024 issued pursuant to the
Indenture, as in effect on the First Amendment Effective Date and as the
same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.
"Convertible Subordinated Debentures Documents" means the
Convertible Subordinated Debentures, the Indenture and all other documents
executed and delivered in respect of the Convertible Subordinated
Debentures and the Indenture, in each case as in effect on the First
Amendment Effective Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and
thereof.
"First Amendment Effective Date" means June 30, 2004.
4
"Indenture" means that certain Indenture dated as of June 30, 2004
among the Borrower and U.S. Bank National Association, as trustee, as such
Indenture may be amended, modified, restated or supplemented and in effect
from time to time in accordance with the terms hereof and thereof.
"Stock Payment" has the meaning specified in Section 8.06(c).
(l) The definition of "Subordinated Indebtedness" in Section 1.01 is
hereby deleted in its entirety.
(m) Section 1.03(c) of the Credit Agreement is hereby amended to read as
follows:
(c) Notwithstanding the above, the parties hereto acknowledge and
agree that all calculations of the Consolidated Leverage Ratio and the
Consolidated Senior Leverage Ratio (including for purposes of determining
the Applicable Rate) shall be made on a Pro Forma Basis.
(n) The first sentence of Section 2.14(a) is hereby amended to read as
follows:
(a) Not earlier than 90 days prior to, nor later than 60 days prior
to the first anniversary of the First Amendment Effective Date, the
Borrower may, upon notice to the Administrative Agent (which shall
promptly notify the Lenders), request a one-year extension of the Maturity
Date of the Revolving Loans, Swing Line Loans and Letters of Credit (and
the related L/C Obligations).
(o) Section 6.23 is hereby amended to read as follows:
Section 6.23 Subordination.
The subordination provisions contained in the Convertible
Subordinated Debentures Documents are enforceable against the Borrower,
the Guarantors and the holders of the Convertible Subordinated Debentures,
and all Obligations hereunder and under the other Loan Documents are
within the definitions of "Senior Indebtedness" and "Designated Senior
Indebtedness" included in such subordination provisions. There exists no
Designated Senior Indebtedness for purposes of, and as defined in, the
Convertible Subordinated Debentures Documents (other than the
Obligations).
(p) Clause (h) in Section 8.03 is hereby amended to read as follows:
(h) Indebtedness of the Borrower under the Convertible Subordinated
Debentures in an aggregate principal amount not to exceed $100,000,000
(or, if the initial purchaser's option to purchase additional Convertible
Subordinated Debentures is exercised in full, $125,000,000);
(q) Clause (j) in Section 8.03 is hereby amended to read as follows:
(j) Guarantees with respect to Indebtedness permitted under clauses
(a) through (g) of this Section 8.03.
5
(r) Clause (c) in Section 8.06 is hereby amended to read as follows and
new clauses (d) and (e) are hereby added at the end of Section 8.06 to read as
follows:
(c) the Borrower may make any dividends and purchase, redeem,
acquire or retire shares of its Capital Stock of any class or any
warrants, options or other rights to purchase any such shares of its
Capital Stock ("Stock Payments") during any fiscal year so long as (i) no
Default or Event of Default exists immediately prior to and after giving
effect to any such Stock Payment and (ii) after giving effect to any such
Stock Payment, (A) the aggregate amount of all Stock Payments made during
such fiscal year plus (B) the aggregate consideration (including cash and
non-cash consideration, any assumption of Indebtedness, deferred purchase
price and any Earn Out Obligations) for Acquisitions occurring during such
fiscal year shall not exceed (1) if the Consolidated Senior Leverage Ratio
(calculated on a Pro Forma Basis after giving effect to such Stock Payment
or Acquisition, as applicable) is greater than or equal to 1.0 to 1.0, an
amount equal to 50% of Consolidated EBITDA for the most recently ended
fiscal year or (2) if the Consolidated Senior Leverage Ratio (calculated
on a Pro Forma Basis after giving effect to such Stock Payment or
Acquisition, as applicable) is less than 1.0 to 1.0, an amount equal to
75% of Consolidated EBITDA for the most recently ended fiscal year;
provided, however, that up to 50% of the unused amount for Stock Payments
or Permitted Acquisitions in any fiscal year (excluding any carry forward
available from any prior fiscal year) may be carried forward to the next
fiscal year for Stock Payments and Permitted Acquisitions;
(d) in addition to the Stock Payments permitted under the
immediately preceding clause (c), the Borrower may repurchase its Capital
Stock in an aggregate amount not to exceed $25 million in connection with
the issuance of the Convertible Subordinated Debentures on or about the
First Amendment Effective Date; and
(e) the Borrower may incur obligations to make Stock Payments on and
subject to the terms and conditions (including without limitation the
subordination provisions) of the Convertible Subordinated Debentures
Documents.
(s) The following sentence is hereby added at the end of Section 8.06(c)
and shall read as follows:
For purposes of clarification, it is understood and agreed that any
Acquisition or Stock Payment made in conformity with the pro forma test
identified in clause (c) above shall always be considered a Permitted
Acquisition or Stock Payment permitted by such Section 8.06(c) even if the
Consolidated Senior Leverage Ratio subsequent to any such Permitted
Acquisition or Stock Payment increases above the applicable pro forma
Consolidated Senior Leverage Ratio at the time of such Permitted
Acquisition or Stock Payment.
(t) Section 8.10 is hereby amended to read as follows:
8.10 Use of Proceeds.
Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the
FRB) in any manner that would constitute a violation of Regulation U of
the FRB or to extend credit to others for the purpose of purchasing or
carrying
6
margin stock or to refund indebtedness originally incurred for such
purpose.
(u) Section 8.11 is hereby amended to read as follows:
(a) Consolidated Net Worth. Permit Consolidated Net Worth at any
time to be less than the sum of negative $31,024,000, (i) decreased by the
amount of Capital Stock of the Borrower repurchased subsequent to the
First Amendment Effective Date in accordance with Section 8.06 and (ii)
increased on a cumulative basis as of the end of each fiscal quarter of
the Borrower, commencing with the fiscal quarter ending June 30, 2004 by
an amount equal to 75% of Consolidated Net Income (to the extent positive)
for the fiscal quarter then ended plus 100% of the amount of all Equity
Issuances after the Closing Date.
(b) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as of the end of any fiscal quarter of the Borrower to be greater
than 4.0:1.0.
(c) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal
quarter of the Borrower to be less than 1.5 to 1.0.
(d) Consolidated Senior Leverage Ratio. Permit the Consolidated
Senior Leverage Ratio as of the end of any fiscal quarter of the Borrower
to be greater than 2.0:1.0.
(v) Section 8.12 is hereby amended to read as follows:
Section 8.12 Prepayment of Subordinated Indebtedness.
(a) Amend or modify any of the terms of the Convertible Subordinated
Debentures if such amendment or modification would add or change any terms
in a manner adverse to the Borrower or any Subsidiary or the Lenders, or
shorten the final maturity or average life to maturity or require any
payment to be made sooner than originally scheduled or increase the
interest rate applicable thereto.
(b) Make (or give any notice with respect thereto) any voluntary or
optional payment or prepayment or redemption or acquisition for value of
(including without limitation, by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying
when due), refund, refinance or exchange of the Indebtedness under the
Convertible Subordinated Debentures (other than any conversion of such
Indebtedness into common stock of the Borrower or other equity interests
subordinated to the Obligations to at least the same extent as, or to a
greater extent than, such Indebtedness).
(w) Section 9.01(m) is hereby amended to read as follows:
(m) Convertible Subordinated Debentures. (i) There shall occur an
"Event of Default" (or any comparable term) under, and as defined in, the
Convertible Subordinated Debentures Documents, (ii) any of the Obligations
for any reason shall cease to be "Designated Senior Indebtedness" (or any
comparable term) under, and as defined in, the
7
Convertible Subordinated Debentures Documents, (iii) any
Indebtedness other than the Obligations shall constitute "Designated
Senior Indebtedness" (or any comparable term) under, and as defined
in, the Convertible Subordinated Debentures Documents or (iv) the
subordination provisions of the Convertible Subordinated Debentures
Documents shall, in whole or in part, terminate, cease to be
effective or cease to be legally valid, binding and enforceable
against any holder of the Convertible Subordinated Debentures.
(x) A new Section 11.19 is hereby added to the Credit Agreement and
shall read as follows:
11.19 USA PATRIOT Act Notice.
Each Lender and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to
obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and
other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with
the Act.
(y) The Revolving Commitments as of the First Amendment Effective
Date are as set forth on Schedule 2.01 attached hereto.
2. Conditions Precedent. This Amendment (other than Sections 1(b) and
1(f)) shall be effective upon satisfaction of the following conditions
precedent:
(a) Receipt by the Administrative Agent of counterparts of this
Amendment duly executed by the Borrower, the Guarantors, the Required
Lenders and the Administrative Agent;
(b) The Administrative Agent shall have received copies of
resolutions of each Loan Party approving and adopting the Amendment and
authorizing execution and delivery thereof, certified by a secretary or
assistant secretary of such Loan Party to be true and correct and in force
and effect as of the date hereof.
(c) The Borrower shall have received gross proceeds from the
issuance of the Convertible Subordinated Debentures in an aggregate amount
of at least $100,000,000 and repaid the Term Loan in full with such
proceeds and other cash and paid the prepayment premium required by
Section 2.05(c).
(d) Receipt by the Administrative Agent of a copy, certified by a
Responsible Officer of the Borrower as true and complete, of the
Convertible Subordinated Debentures Documents (together with all exhibits
and schedules thereto), such documentation (including the subordination
provisions) to be reasonably satisfactory in form and substance to the
Administrative Agent.
(e) Receipt by the Administrative Agent (i) for the account of the
Lenders of an amendment fee equal to twenty five basis points (0.25%) on
the aggregate Revolving Commitments (prior to the effectiveness of this
Amendment), (ii) for the account of each Lender who is increasing its
Revolving Commitment, a fee of fifty basis points (0.50%) on the
difference between the amount of such Lender's Revolving Commitment prior
to the effectiveness of this
8
Amendment and the amount of such Lender's Revolving Commitment as of the
First Amendment Effective Date and (iii) any other fees and expenses
payable in connection with this Amendment.
Sections 1(b) and 1(f) shall be effective upon (i) receipt by the
Administrative Agent of counterparts of this Amendment duly executed by
the Borrower, the Guarantors, the Lenders and the Administrative Agent and
(ii) satisfaction of each of the conditions precedent identified in
clauses (b) through (e) above.
3. Miscellaneous.
(a) The Credit Agreement, and the obligations of the Loan Parties
thereunder and under the other Loan Documents, are hereby ratified and
confirmed and shall remain in full force and effect according to their
terms.
(b) Each Guarantor (a) acknowledges and consents to all of the terms
and conditions of this Agreement, (b) affirms all of its obligations under
the Loan Documents and (c) agrees that this Agreement and all documents
executed in connection herewith do not operate to reduce or discharge its
obligations under the Credit Agreement or the other Loan Documents.
(c) The Borrower and the Guarantors hereby represent and warrant as
follows:
(i) Each Loan Party has taken all necessary action to
authorize the execution, delivery and performance of this Agreement.
(ii) This Agreement has been duly executed and delivered by
the Loan Parties and constitutes each of the Loan Parties' legal,
valid and binding obligations, enforceable in accordance with its
terms, except as such enforceability may be subject to (i)
bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights
generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or
in equity).
(iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or
governmental authority or third party is required in connection with
the execution, delivery or performance by any Loan Party of this
Agreement.
(d) The Loan Parties represent and warrant to the Lenders that (i)
the representations and warranties of the Loan Parties set forth in
Section 6 of the Credit Agreement and in each other Loan Document are true
and correct as of the date hereof with the same effect as if made on and
as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date and (ii) no event
has occurred and is continuing which constitutes a Default or an Event of
Default.
(e) This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all
of which shall constitute one and the same instrument. Delivery of an
executed counterpart of this Agreement by telecopy shall be effective as
an original and shall constitute a representation that an executed
original shall be delivered.
9
(f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
[Signature pages follow]
10
Each of the parties hereto has caused a counterpart of this Agreement to
be duly executed and delivered as of the date first above written.
BORROWER: PER-SE TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ CHRIS E. PERKINS
--------------------------------------
Name: Chris E. Perkins
Title: Executive Vice President and CFO
GUARANTORS: KNOWLEDGEABLE HEALTHCARE SOLUTIONS, INC.,
an Alabama corporation
By: /s/ CHRIS E. PERKINS
--------------------------------------
Name: Chris E. Perkins
Title: Executive Vice President and CFO
PATIENT ACCOUNT MANAGEMENT SERVICES, INC.,
an Ohio corporation
By: /s/ CHRIS E. PERKINS
--------------------------------------
Name: Chris E. Perkins
Title: Executive Vice President and CFO
PER-SE TRANSACTION SERVICES, INC.,
an Ohio corporation
By: /s/ CHRIS E. PERKINS
--------------------------------------
Name: Chris E. Perkins
Title: Executive Vice President and CFO
PST PRODUCTS, LLC,
a California limited liability company
By: /s/ CHRIS E. PERKINS
--------------------------------------
Name: Chris E. Perkins
Title: Executive Vice President and CFO
PST SERVICES, INC.,
a Georgia corporation
By: /s/ CHRIS E. PERKINS
--------------------------------------
Name: Chris E. Perkins
Title: Executive Vice President and CFO
FIRST AMENDMENT
ADMINISTRATIVE
AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ KRISTINE THENNES
--------------------------------------
Name: Kristine Thennes
Title: Vice President
FIRST AMENDMENT
LENDERS: BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line
Lender
By: /s/ WILLIAM H. POWELL
--------------------------------------
Name: William H. Powell
Title: Senior Vice President
FIRST AMENDMENT
LENDERS: FLEET NATIONAL BANK,
as a Lender
By: /s/ WILLIAM H. POWELL
--------------------------------------
Name: William H. Powell
Title: Senior Vice President
FIRST AMENDMENT
LENDERS: CAROLINA FIRST BANK,
as a Lender
By: /s/ CHARLES D. CHAMBERLAIN
--------------------------------------
Name: Charles D. Chamberlain
Title: Executive Vice President
FIRST AMENDMENT
LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ RICHARD L. NELSON
--------------------------------------
Name: Richard L. Nelson
Title: Vice President
FIRST AMENDMENT
LENDERS: MERRILL LYNCH CAPITAL,
a division of Merrill Lynch Business
Financial Services, Inc.,
as a Lender
By: /s/ LUIS A. VIERA
--------------------------------------
Name: Luis A. Viera
Title: Vice President
FIRST AMENDMENT