EXHIBIT 10.15
EXECUTION COPY
THIRD AMENDMENT
THIRD AMENDMENT, dated as of October 10, 2000 (this "Amendment") to
the Credit Agreement, dated as of July 23, 1998 and as Amended and Restated as
of August 28, 1998 (as amended by the First Amendment, dated as of March 10,
1999, the Second Amendment, dated as of March 22, 2000 and as may be further
amended, modified or supplemented from time to time, the "Credit Agreement"),
among (i) DDI Capital Corp., formerly known as Details Capital Corp. (the
"Company"); (ii) Dynamic Details, Incorporated, formerly known as Details, Inc.
("Details"); (iii) Dynamic Details Incorporated, Silicon Valley, formerly known
as Dynamic Circuits, Inc. ("DCI", and collectively with Details, the
"Borrowers"); (iv) the several banks and other financial institutions from time
to time parties thereto, (individually, a "Lender," and collectively, the
"Lenders"); (v) BANKERS TRUST COMPANY, as documentation and co-syndication
agent; and (vi) THE CHASE MANHATTAN BANK ("Chase"), as collateral, co-
syndication and administrative agent (in such capacity, the "Administrative
Agent").
W I T N E S S E T H :
-------------------
WHEREAS, pursuant to the Credit Agreement the Lenders have agreed to
make, and have made, certain Loans to the Borrowers;
WHEREAS, the Company and the Borrowers have requested that the Lenders
amend, and the Lenders have agreed to amend, certain of the provisions of the
Credit Agreement upon the terms and subject to the conditions set forth below;
WHEREAS, the Lenders are willing to effect such amendments to the
Credit Agreement, but only upon the terms and subject to the conditions set
forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined are used herein as defined in the Credit Agreement.
2. Amendments to Section 1.1. (a) Section 1.1 is hereby amended by
adding the following definitions:
"Consolidated Senior Debt": at any date, Consolidated Total Debt as
of such date minus Consolidated Subordinated Debt as of such date.
"Consolidated Senior Leverage Ratio": as at the last day of any
period, the ratio of (a) Consolidated Senior Debt to (b) Consolidated
EBITDA for such period.
"Consolidated Subordinated Debt": as of any date of determination,
all Indebtedness of Details and its Subsidiaries for borrowed money that is
(a) outstanding on such date and (b) subordinated in right of payment to
the Obligations, all calculated on a consolidated basis in accordance with
GAAP.
2
"Incremental Revolving Lenders": on any Incremental Revolving Loan
Activation Date, the Lenders signatory to the Incremental Revolving Loan
Activation Notice.
"Incremental Revolving Loan Activation Date": each date, which shall
be a Business Day before the Scheduled Revolving Credit Termination Date,
on which any Lender, at the request of the Borrowers and with the agreement
of the relevant Lender, shall execute and deliver to the Administrative
Agent an Incremental Revolving Loan Activation Notice pursuant to Section
2.4(a).
"Incremental Revolving Loan Activation Notice": a notice
substantially in the form of Exhibit I.
"Incremental Revolving Loan Amount": as to each Incremental Revolving
Lender, on and after the effectiveness of any Incremental Revolving Loan
Activation Notice, the obligation of such Incremental Revolving Lender to
make Revolving Credit Loans (and participate in Swing Line Loans and
Letters of Credit) hereunder from time to time during the period beginning
on the related Incremental Revolving Loan Closing Date and ending on the
Scheduled Revolving Credit Termination Date or such earlier date on which
the Revolving Credit Commitments shall terminate as provided herein in a
principal amount at any one time outstanding not to exceed the amount set
forth under the heading "Incremental Revolving Loan Amount" opposite such
Incremental Revolving Lender's name on such Incremental Revolving Loan
Activation Notice.
"Incremental Revolving Loan Closing Date": each date, which shall be
a Business Day before the Scheduled Revolving Credit Termination Date,
designated as such in an Incremental Revolving Loan Activation Notice.
"Incremental Term Lenders": on any Incremental Term Loan Activation
Date, the Lenders signatory to the Incremental Term Loan Activation Notice.
"Incremental Term Loan Activation Date": each date, which shall be a
Business Day before the final maturity of the Tranche A Term Loans (if the
related Incremental Term Loans are to be made as additional Tranche A Term
Loans) or the Tranche B Term Loans (if the related Incremental Term Loans
are to be made as additional Tranche B Term Loans) on which any Lender, at
the request of the Borrowers and with the agreement of the relevant Lender,
shall execute and deliver to the Administrative Agent an Incremental Term
Loan Activation Notice pursuant to Section 2.1.
"Incremental Term Loan Activation Notice": a notice substantially in
the form of Exhibit J.
"Incremental Term Loan Amount": as to each Incremental Term Lender,
on and after the effectiveness of any Incremental Term Loan Activation
Notice, the obligation of such Incremental Term Lender to make Incremental
Term Loans hereunder on the related Incremental Term Loan Closing Date in a
principal amount equal to the amount set forth
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under the heading "Incremental Term Loan Amount" opposite such Incremental
Term Lender's name on such Incremental Term Loan Activation Notice.
"Incremental Term Loan Closing Date": each date, which shall be a
Business Day before the final maturity of the Tranche A Term Loans (if the
related Incremental Term Loans are to be made as additional Tranche A Term
Loans) or the Tranche B Term Loans (if the related Incremental Term Loans
are to be made as additional Tranche B Term Loans) designated as such in an
Incremental Term Loan Activation Notice.
"Incremental Term Loans": a Term Loan made by an Incremental Lender
pursuant to an Incremental Term Loan Activation Notice in a principal
amount not to exceed the amount of the Incremental Term Loan Amount
specified in such Incremental Term Loan Activation Notice.
"Third Amendment": the Third Amendment, dated as of October 6, 2000,
to this Agreement.
"Third Amendment Effective Date": the date of effectiveness of the
Third Amendment.'
(b) The definition of "Applicable Margin" is hereby deleted in its
entirety, and the following new definition is substituted in lieu thereof:
"'Applicable Margin': for each Type of Loan, the rate per annum set
forth under the relevant column heading below:
"ABR Loans Eurodollar Loans
--------- ----------------
Revolving Credit Loans and
Swing Line Loans 1.25% 2.25%
Tranche A Term Loans 1.25% 2.25%
Tranche B Term Loans 2.00% 3.00%
; provided, that on and after the first Adjustment Date occurring after
December 31, 2000, the Applicable Margin with respect to Revolving Credit Loans,
the Swing Line Loans, and Tranche A Term Loans will be determined pursuant to
the Pricing Grid."
(c) The definition of "ECF Percentage" is hereby deleted in its
entirety, and the following new definition is substituted in lieu thereof:
"'ECF Percentage': (i) 75%, provided that with respect to each fiscal
year, the ECF Percentage shall be reduced to (i) 50% if the Consolidated
Leverage Ratio as of the last day of such fiscal year is not greater that
4.0 to 1.0, and (ii) 25%, if the Consolidated Leverage Ratio as of the last
day of such fiscal year is not greater than 3.0 to 1.0."
(d) The definition of "Consolidated Total Debt" is hereby deleted in
its entirety, and the following new definition is substituted in lieu thereof:
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`"Consolidated Total Debt": at any date, the aggregate principal
amount of all Indebtedness of Details and its Subsidiaries at such date
(less the amount of cash on the balance sheet of Details and its
Subsidiaries at such date which is not subject to any Lien, other than a
Lien securing the Obligations), determined on a consolidated basis in
accordance with GAAP.'
3. Amendment to Section 2.1. Section 2.1 is hereby amended by adding
immediately after the amount "$129,000,000." in the ninth line thereof the
following:
"The Borrowers and all or certain of the Lenders (which may or may not
be existing Lenders at such time) may up to three times either (a) during
the period from and including the Third Amendment Effective Date to but
excluding the final maturity of the Tranche A Term Loans (if the related
Incremental Term Loans are to be made as additional Tranche A Term Loans)
agree that such Lenders shall become Tranche A Term Loan Lenders or
increase the principal amount of their Tranche A Term Commitment or (b)
during the period from and including the Third Amendment Effective Date to
but excluding the final maturity of the Tranche B Term Loans (if the
related Incremental Term Loans are to be made as additional Tranche B Term
Loans) agree that such Lenders shall become Tranche B Term Loan Lenders or
increase the principal amount of their Tranche B Term Loan Commitment, in
either case by executing and delivering to the Administrative Agent an
Incremental Term Loan Activation Notice specifying (i) the respective
Incremental Term Loan Amount of such Incremental Term Lenders and (ii) the
applicable Incremental Term Loan Closing Date, and which shall be otherwise
duly completed. Each Incremental Term Lender that is a signatory to an
Incremental Term Loan Activation Notice severally agrees, on the terms and
conditions of this Agreement to make term loans to the Borrowers on the
applicable Incremental Term Loan Closing Date in an aggregate principal
amount not to exceed the amount of the Incremental Term Loan Amount of such
Incremental Term Lender specified in such Incremental Term Loan Activation
Notice. The Incremental Term Loan Amount shall be treated as an additional
Tranche A Term Loan Commitment (if the related Incremental Term Loans are
to be made as additional Tranche A Term Loans) or Tranche B Term Loan
Commitment (if the related Incremental Term Loans are to be made as
additional Tranche B Term Loans) and the loans made thereunder shall be
treated as additional Tranche A Term Loans (if the related Incremental Term
Loans are to be made as additional Tranche A Term Loans) or Tranche B Term
Loans (if the related Incremental Term Loans are to be made as additional
Tranche A Term Loans) for all purposes under the Loan Documents. Any such
additional Tranche A Term Loans or Tranche B Term Loans shall mature in
quarterly installments on the dates set forth in the schedule contained in
Section 2.3(a), in the case of additional Tranche A Term Loans, or Section
2.3(b), in the case of additional Tranche B Term Loans, in ratable amounts
equal to the ratable repayment amounts of the other Tranche A Term Loans or
Tranche B Term Loans, as the case may be, which are outstanding on the date
on which such additional Tranche A Term Loans or Tranche B Term Loans, as
the case may be, are made. Notwithstanding the foregoing, the aggregate
principal amount of the Incremental Term Loan Amounts (whether or not then
outstanding), when combined with the aggregate
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principal amount of the Incremental Revolving Loan Amounts (whether or not
outstanding), shall not exceed $30,000,000."
4. Amendment to Section 2.4. Section 2.4 is hereby amended by adding
the following at the end of paragraph (a) thereof:
"The Borrowers and all or certain of the Lenders (which may or may not
be existing Lenders at such time) may up to three times during the period
from and including the Third Amendment Effective Date to but excluding the
Scheduled Revolving Credit Termination Date, agree that such Lenders shall
become Revolving Credit Lenders or increase the principal amount of their
Revolving Credit Commitment by executing and delivering to the
Administrative Agent an Incremental Revolving Loan Activation Notice
specifying (i) the respective Incremental Revolving Loan Amount of such
Incremental Revolving Lenders and (ii) the applicable Incremental Revolving
Loan Closing Date, and which shall be otherwise duly completed. Each
Incremental Revolving Lender that is a signatory to an Incremental
Revolving Loan Activation Notice severally agrees, on the terms and
conditions of this Agreement (for the avoidance of doubt, in addition to
any existing Revolving Credit Commitment it has at such time) to make
revolving loans to the Borrowers and to participate in Swing Line Loans and
Letters of Credit on the same terms and conditions as the Revolving Credit
Loans in an aggregate principal amount at any one time outstanding not to
exceed the amount of the Incremental Revolving Loan Amount of such
Incremental Revolving Lender specified in such Incremental Revolving Loan
Activation Notice. The Incremental Revolving Loan Amount shall be treated
as an additional Revolving Credit Commitment and the loans made thereunder
shall be treated as additional Revolving Credit Loans for all purposes
under the Loan Documents. Notwithstanding the foregoing, the aggregate
principal amount of the Incremental Revolving Loan Amounts (whether or not
outstanding), when combined with the aggregate principal amount of the
Incremental Term Loan Amounts (whether or not then outstanding), shall not
exceed $30,000,000."
5. Amendment to Section 2.11(a). Section 2.11(a) is hereby amended by
(1) deleting the word "and" at the end of clause (v) thereof and substituting in
lieu thereof the following: "," and (2) adding the following clause (vii) to the
end thereof:
"and (vii) the aggregate amount of Net Cash Proceeds (the "Offering
Proceeds") from the issuance of Capital Stock of Holdings in a primary
offering; provided that, within 30 days of receipt thereof, (a) if the
Offering Proceeds are equal to $125,000,000 (1) the first $26,100,000, or
an amount approximately equal thereto, of such Offering Proceeds is used to
redeem the New Intermediate Holdco Notes and to pay any prepayment
penalties incurred in connection therewith, (2) the next $38,700,000 of
such Offering Proceeds is used to redeem or repurchase the Company Zeros
and to pay any prepayment penalties incurred in connection therewith, and
(3) the next $37,500,000 of such Offering Proceeds is contributed to the
Borrower as common equity; (b) if the Offering Proceeds are greater than
$125,000,000 (1) the first $26,100,000, or an amount approximately equal
thereto, of such Offering Proceeds is used to redeem the New Intermediate
Holdco Notes and to pay any prepayment penalties incurred in connection
therewith, (2) the next $38,700,000 of such Offering Proceeds is used to
redeem or
6
repurchase the Company Zeros and to pay any prepayment penalties incurred
in connection therewith, (3) the next $37,500,000 of such Offering Proceeds
is contributed to the Borrower as common equity, and (4) at least 20% of
the amount by which the Offering Proceeds exceed $125,000,000 is
contributed to the Borrower as common equity (provided that no more than
$50,000,000 shall be required to be contributed to the Borrower pursuant to
this clause (b)); and (c) if the Offering Proceeds are less than
$125,000,000, (1) the first $26,100,000, or an amount approximately equal
thereto, of such Offering Proceeds is used to redeem the New Intermediate
Holdco Notes and to pay any prepayment penalties incurred in connection
therewith, (2) 39.13% of the amount of Offering Proceeds remaining after
giving effect to clause (c)(1) is used to redeem or repurchase the Company
Zeros and to pay any prepayment penalties incurred in connection therewith;
and (3) 37.92% of the amount of Offering Proceeds remaining after giving
effect to clauses (c)(1) and (c)(2), is contributed to the Borrower as
common equity."
6. Amendments to Section 7. Section 7 of the Credit Agreement is
hereby amended as follows:
(a) Section 7.1(b) is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:
"(b) Consolidated Senior Leverage Ratio. Permit the
Consolidated Senior Leverage Ratio as of the last day of any period of
four consecutive fiscal quarters of Details ending during any period
set forth below to exceed the ratio set forth below opposite such
period:
Period Consolidated Senior Leverage Ratio
------ ----------------------------------
Third Amendment Effective Date
through September 29, 2001 2.00 to 1.0
September 30, 2001 through September 29, 2002 1.75 to 1.0
September 30, 2002 through September 29, 2003 1.50 to 1.0
September 30, 2003 through thereafter 1.25 to 1.0"
(b) Section 7.1(c) is hereby amended by deleting the words "1.05 to
1.0." in the fourth line and substituting in lieu thereof the following:
"the ratio set forth below opposite such period:
Period Consolidated Fixed Charge Coverage Ratio
------ ----------------------------------------
Third Amendment Effective Date
through September 29, 2001 1.20 to 1.0
September 30, 2001 through September 29, 2002 1.50 to 1.0
September 30, 2002 through thereafter 1.75 to 1.0"
(c) Section 7.1(d) is hereby deleted in its entirety.
7
(d) Section 7.2 is hereby amended by (i) deleting "$10,000,000" from
clause (d) therein and substituting in lieu thereof the following:
"$15,000,000", (ii) deleting "$20,000,000" from clause (m) therein and
substituting in lieu thereof the following: "$30,000,000" and (iii) adding
thereto the following new clause (n):
"(n) Indebtedness owing to the seller in connection with any
acquisition consummated pursuant to Section 7.8(i) ("Seller Paper");
provided, that (i) such Indebtedness is subordinated to the Loans and
Commitments on terms and conditions satisfactory to the Administrative
Agent and (ii) such Indebtedness shall not provide for the payment of
interest in cash nor for any principal amortization prior to the date
which is one year following the final maturity of all of the Loans."
(e) Clause (d) of section 7.6 is hereby amended by (i) deleting
"$4,000,000" from clause (i) therein and substituting in lieu thereof the
following: "$5,000,000" and (ii) deleting "$10,000,000" from clause (i) therein
and substituting in lieu thereof the following: "$15,000,000".
(f) Section 7.7 is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following: "[INTENTIONALLY
OMITTED]".
(g) Clause 7.8(i) is hereby deleted in its entirety, and the following
new clause (i) is substituted in lieu thereof:
"(i) Details and its Subsidiaries may acquire all or
substantially all of the Capital Stock or assets of any Person or
business unit of a Person; provided that (i) no Default or Event of
Default has occurred and is continuing or would result therefrom, (ii)
the Company would have been in compliance, on a pro forma basis, with
each of the financial covenants contained in Section 7.1 if such
acquisition had been made on the first day of the most recently
completed period of calculation thereof (including after giving effect
to any Seller Paper) and (iii) immediately prior to consummating such
acquisition, and after giving pro forma effect thereto, the Available
Revolving Credit Commitments of all the Lenders shall be at least
$20,000,000."
(h) Section 7.9 is hereby amended by deleting "Except as
provided in Section 2.11(a)(vi) hereof," at the beginning thereof and
substituting in lieu thereof the following: "Except as provided in
Section 2.11(a)(vi) or Section 2.11(a)(vii),".
(i) Section 7.17 is hereby amended by inserting the
following at the beginning thereof: "Except as provided in Section
2.11(a)(vii),".
7. Amendment to Section 8(m). (a) Section 8(m) is hereby amended by
deleting clause (ii) thereof in its entirety, and inserting in lieu thereof the
following new clause (ii):
"(ii) MCM shall conduct, transact or otherwise engage in, or
commit to
8
conduct, transact or otherwise engage in, any business or operations,
other than (A) those businesses in which it is engaged in on the date
of its acquisition by Holdings or which are reasonably related thereto
and (B) any purchase of securities or assets constituting all or a
material part of a business unit of any Person with any Offering
Proceeds which remain after the uses provided for such Offering
Proceeds in Section 2.11(a)(vii) hereof, or with any other resources
generated by MCM;"
(b) Section 8(m) is hereby amended by deleting clause (vi) thereof in its
entirety, and inserting in lieu thereof the following new clause (vi):
"(vi) Holdings shall own, lease, manage or otherwise operate any
properties or assets (including cash and Cash Equivalents), other than (A)
Capital Stock of New Intermediate Holdco, (B) Capital Stock and
Indebtedness of MCM or (C) any amount of Offering Proceeds retained in
accordance with Section 2.11(a)(vii) hereof plus any proceeds thereof,
which amount Holdings may use for any purpose, or".
8. Amendment to Annex A. The Credit Agreement is hereby amended by
deleting the Pricing Grid attached as Annex A thereto and substituting in lieu
thereof the following Pricing Grid:
- ---------------------------------------------------------------------------------------------------
Applicable Margin Applicable Margin
Consolidated For Eurodollar Loans For ABR Loans and Commitment
Leverage Ratio And Letters of Credit Swing Line Loans Fee Rate
- ---------------------------------------------------------------------------------------------------
[_] 5.00 to 1.0 2.75% 1.75% 0.50%
- ---------------------------------------------------------------------------------------------------
5.00 to 1.0 and 2.50% 1.50% 0.50%
[_] 4.00 to 1.0
- ---------------------------------------------------------------------------------------------------
4.00 to 1.0 and 2.25% 0.25% 0.375%
[_] 3.00 to 1.0
- ---------------------------------------------------------------------------------------------------
3.00 to 1.0 and 2.25% 0.25% 0.375%
[_] 2.50 to 1.0
- ---------------------------------------------------------------------------------------------------
2.50 to 1.0 2.00% 0.25% 0.375%
- ---------------------------------------------------------------------------------------------------
9. Fees. In consideration of the agreement of the Lenders to consent
to the amendments contained herein, the Borrowers agree to pay to each Lender
which so consents on or prior to October 6, 2000, an amendment fee in an amount
equal to 25 basis points of the amount of such Lender's Commitment, payable on
the date hereof in immediately available funds.
9
10. Effectiveness. This Amendment shall become effective on the date
on which the following conditions precedent shall have been satisfied (such
date, the "Effective Date"):
(a) Holdings shall have received at least $100,000,000 of
Offering Proceeds;
(b) the Administrative Agent shall have received counterparts of
this Amendment, duly executed and delivered by Holdings, the Borrowers and the
Required Prepayment Lenders;
(c) the Administrative Agent shall have received from each of the
Borrowers a copy of the resolutions of such Borrower, certified by the Secretary
of such Borrower, authorizing the execution, delivery and performance of this
Second Amendment, which shall be in form and substance reasonably satisfactory
to the Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded;
(d) the Administrative Agent shall have received a certificate of
each of the Borrowers, dated as of the date hereof, as to the incumbency and
signature of the officers of such Borrower executing this Second Amendment,
which shall be in form and substance reasonably satisfactory to the
Administrative Agent;
(e) the Administrative Agent shall have received such other
documents, instruments and agreements with respect to the matters contemplated
by this Amendment as the Administrative Agent reasonably shall request, and all
such documents, instruments and agreements shall be in form and substance
reasonably satisfactory to the Administrative Agent; and
(f) the fees referred to in paragraph 9 of this Amendment shall
have been paid.
11. Representations and Warranties. As of the date hereof and after
giving effect to this Amendment, the Company and each Borrower hereby confirm,
reaffirm and restate the representations and warranties made by it in Section 4
of the Credit Agreement and otherwise in the Loan Documents to which it is a
party; provided that each reference to the Credit Agreement therein shall be
deemed to be a reference to the Credit Agreement after giving effect to this
Amendment. No Default or Event of Default has occurred and is continuing.
12. Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect. The amendments and waivers contained herein shall not constitute an
amendment or waiver of any other provision of the Credit Agreement or the other
Loan Documents or for any purpose except as expressly set forth herein.
13. GOVERNING LAW; Counterparts. (a) THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
(b) This Amendment may be executed in any number of counterparts, all
of which counterparts, taken together, shall constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
DDI CAPITAL CORP.
By: /s/ JOSEPH P. GISCH
--------------------------------------------
Title:
DYNAMIC DETAILS, INCORPORATED
By: /s/ JOSEPH P. GISCH
--------------------------------------------
Title:
DYNAMIC DETAILS, INCORPORATED, SILICON VALLEY
By: /s/ JOSEPH P. GISCH
--------------------------------------------
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent, Collateral Agent, Co-
Syndication Agent and as a Lender
By: /s/ EDWARD DEFOREST
----------------------------------------
Title: Vice President
BANKERS TRUST COMPANY, as
Documentation Agent, Co-Syndication Agent
and as a Lender
By: /s/ PADDY DOWLING
------------------------------------------
Title: Vice President
BANK AUSTRIA CREDITANSTALT CORP.
By: /s/ [ILLEGIBLE]
----------------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ L.A. BEARD
----------------------------------------
Title: Director Bank Finance
Technology & Electronics Group
FLEET NATIONAL BANK (formerly Fleet Bank, N.A.
and formerly Bank Boston, N.A.)
By: /s/ [ILLEGIBLE]
-------------------------------------------
Title: Director
CITIZENS BANK OF MASSACHUSETTS
By: /s/ R. SCOTT HASKELL
-------------------------------------------
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By: /s/ JUSTIN L. DRISCOLL
-------------------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS I
By: CypressTree Management Company Inc.
as Portfolio Manager
By: /s/ JONATHAN D. SHARKEY
-------------------------------------------
Title: Principal
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Management Company Inc.
as Portfolio Manager
By: /s/ JONATHAN D. SHARKEY
-------------------------------------------
Title: Principal
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Management Company Inc.
as Portfolio Manager
By: /s/ JONATHAN D. SHARKEY
-------------------------------------------
Title: Principal
DEBT STRATEGIES FUND
By: /s/ JOSEPH MORONEY
-------------------------------------------
Title: Authorized Signatory
DRESDNER BANK AG
By: /s/ RICHARD W. CONROY
-------------------------------------------
Title: First Vice President
FIRST DOMINION FUNDING II
By: /s/ [ILLEGIBLE]
-------------------------------------------
Title: Authorized Signatory
INDOSUEZ CAPITAL FUNDING IIA, LTD.
By: /s/ LEE M. SHAIMAN
-------------------------------------------
Title: First Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: /s/ LEE M. SHAIMAN
-------------------------------------------
Title: First Vice President
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ MARK H. MINTER
-------------------------------------------
Title: Senior Managing Director
KZH CRESCENT 2 LLC
By: /s/ KIMERLEY ROWE
-------------------------------------------
Title: Authorized Agent
KZH CRESCENT 3 LLC
By: /s/ KIMBERLY ROWE
-------------------------------------------
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ KIMBERLY ROWE
-------------------------------------------
Title: Authorized Agent
MASTER SENIOR FLOATING RATE FUND II, INC.
By: /s/ JOSEPH MORONEY
-------------------------------------------
Title: Authorized Signatory
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
By: /s/ PETER GEWIRTZ
-------------------------------------------
Title: Vice President
MASS MUTUAL HIGH YIELD PARTNERS II
By: /s/ MARY ANN MCCARTHY
--------------------------------------------
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE
By /s/ STEVEN J. KATZ
--------------------------------------------
Title: Second Vice President and Associate
General Counsel
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.
as Investment Advisor
By: /s/ JOSEPH MORONEY
-------------------------------------------
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By: /s/ JOSEPH MORONEY
-------------------------------------------
Title: Authorized Signatory
PILGRIM AMER. HIGH INCOME INVEST. LTD.
By: /s/ MARK F. HAAK
-------------------------------------------
Title: Assistant Vice President
PILGRIM CLO 1999-1
By: /s/ MARK F. HAAK
-------------------------------------------
Title: Assistant Vice President
PILGRIM PRIME RATE INCOME TRUST
By: /s/ MARK F. HAAK
-------------------------------------------
Title: Assistant Vice President
SANKATY HIGH YIELD ASSET PARTNERS
By: /s/ DIANE J. EXETER
---------------------------------------------
Title: Executive Vice President
SOMERS CDO, LIMITED
By: Massachusetts Mutual Life Insurance
Companies, as Collateral Manager
By: /s/ STEVEN J. KATZ
---------------------------------------------
Title: Second Vice President and Associate General Counsel
TORONTO DOMINION (NEW YORK) INC.
By: /s/ GWEN ZIRKLE
---------------------------------------------
Title: Vice President
VAN KAMPEN SR. FLOATING RATE FUND
By: /s/ DARVIN D. PIERCE
---------------------------------------------
Title: Vice President
EXHIBIT I
[Form of Incremental Revolving Loan Activation Notice]
INCREMENTAL REVOLVING LOAN ACTIVATION NOTICE
To: The Chase Manhattan Bank
as Administrative Agent under the Credit Agreement referred to below
Reference is hereby made to the Credit Agreement, dated as of July 23,
1998 and as Amended and Restated as of August 28, 1998 (as amended by the First
Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March
22, 2000, the Third Amendment, dated as of October 6, 2000 and as may be further
amended, modified and supplemented and in effect from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement and not defined herein are
used herein as defined therein.
This notice is the Incremental Revolving Loan Activation Notice
referred to in the Credit Agreement, and the Borrower signatory hereto and each
of the Lenders signatory hereto (the "Incremental Revolving Lenders") hereby
notify you that:
1. The Incremental Revolving Loan Amount of each Incremental Revolving
Lender is set forth opposite such Incremental Revolving Lender's name
on the signature pages hereof under the caption "Incremental Revolving
Loan Amount".
2. The Incremental Revolving Loan Closing Date is ______.
Each of the Incremental Revolving Lenders and the Borrower signatory
hereto hereby agree that the Applicable Margin for this Incremental Revolving
Loan shall be _______.
[NAME OF RELEVANT BORROWER]
By______________
Name:
Title:
Incremental Revolving Loan Amount [NAME OF INCREMENTAL REVOLVING LENDER]
- ---------------------------------
$
By______________
Name:
Title:
CONSENTED TO:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By_____________
Name:
Title:
EXHIBIT J
[Form of Incremental Term Loan Activation Notice]
INCREMENTAL TERM LOAN ACTIVATION NOTICE
To: The Chase Manhattan Bank
as Administrative Agent under the Credit Agreement referred to below
Reference is hereby made to the Credit Agreement, dated as of July 23,
1998 and as Amended and Restated as of August 28, 1998 (as amended by the First
Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March
22, 2000, the Third Amendment, dated as of October 6, 2000 and as may be further
amended, modified and supplemented and in effect from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement and not defined herein are
used herein as defined therein.
This notice is the Incremental Term Loan Activation Notice referred to
in the Credit Agreement, and the Borrower signatory hereto and each of the
Lenders signatory hereto (the "Incremental Term Lenders") hereby notify you
that:
1. The Incremental Term Loan Amount of each Incremental Term Lender is
set forth opposite such Incremental Term Lender's name on the
signature pages hereof under the caption "Incremental Term Loan
Amount".
2. The Incremental Term Loan Closing Date is ______.
3. The Incremental Term Loans shall be made as Tranche [A/B] Term Loans.
[NAME OF RELEVANT BORROWER]
By______________
Name:
Title:
Incremental Term Loan Amount [NAME OF INCREMENTAL TERM LENDER]
- ----------------------------
$
By______________
Name:
Title:
CONSENTED TO:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By_____________
Name:
Title: