Loan Agreement [Amendment No. 2] - Diebold Inc. and Bank One, Michigan
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of February 14, 2001
(this "Amendment"), is among DIEBOLD, INCORPORATED, an Ohio corporation (the
"COMPANY"), the SUBSIDIARY BORROWERS (as defined in the Loan Agreement referred
to below) (together with the Company, the "BORROWERS"), the lenders set forth on
the signature pages hereof (the "LENDERS"), and BANK ONE, MICHIGAN, a Michigan
banking corporation, as agent for the Lenders (in such capacity, the "AGENT").
RECITALS
A. The Borrowers, the Lenders party thereto and the Agent are parties
to a Loan Agreement dated December 1, 1999, as amended (the "LOAN AGREEMENT").
B. The Borrowers desire to amend the Loan Agreement as set forth
herein, and the Agent and the Lenders are willing to do so in accordance with
the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in
Article III hereof, the Loan Agreement and the other Loan Documents shall be
amended as follows:
1.1 Section 1.1 is amended as follows:
(a) Each of the definitions of "AGGREGATE EURO REVOLVING CREDIT
OUTSTANDINGS", "AGGREGATE U.S. REVOLVING CREDIT OUTSTANDINGS", "MULTICURRENCY
LOANS", "PRO RATA SHARE" and "SWING LOANS" are restated as follows:
"AGGREGATE EURO REVOLVING CREDIT OUTSTANDINGS" means as at any
date of determination with respect to any Euro Revolving Credit Lender,
the sum of the aggregate unpaid principal amount of such Lender's Euro
Revolving Credit Loans on such date and the amount of such Lender's Pro
Rata Share of the Euro Facility Letter of Credit Obligations and Euro
Swing Loans on such date, both stated in Euro based on the Euro
Equivalent Amount.
"AGGREGATE U.S. REVOLVING CREDIT OUTSTANDINGS" means as at any
date of determination with respect to any Revolving Credit Lender, the
sum of the aggregate unpaid principal amount of such Lender's U.S.
Revolving Credit Loans on such date and the amount of such Lender's Pro
Rata Share of the U.S. Facility Letter of Credit Obligations and U.S.
Swing Loans on such date, both stated in U.S. Dollars.
"MULTICURRENCY LOANS" means, Euro Loans and any Swing Loans
denominated in currencies other than U.S. Dollars.
54
<PAGE> 2
"PRO RATA SHARE" means, for each Lender, the ratio of such
Lender's Commitment (calculated using the U.S. Dollar Equivalent
thereof) to the Aggregate Commitment (calculated using the U.S. Dollar
Equivalent thereof), PROVIDED that (a) with respect to U.S. Revolving
Credit Loans, U.S. Facility Letters of Credit, U.S. Swing Loans and
facility fees with respect to the U.S. Revolving Credit Commitment, Pro
Rata Share means, for each Lender, the ratio such Lender's U.S.
Revolving Credit Commitment bears to the Aggregate U.S. Revolving
Credit Commitments, (b) with respect to Euro Revolving Credit Loans,
Euro Facility Letters of Credit, Euro Swing Loans and facility fees
with respect to the Euro Revolving Credit Commitment, Pro Rata Share
means, for each Lender, the ratio such Lender's Euro Revolving Credit
Commitment bears to the Aggregate Euro Revolving Credit Commitments,
(c) with respect to the U.S. Term Loan, Pro Rata Share means, for each
Lender, the ratio such Lender's U.S. Term Loan Commitment bears to the
Aggregate U.S. Term Loan Commitment, and (d) with respect to the Euro
Term Loan, Pro Rata Share means, for each Lender, the ratio such
Lender's Euro Term Loan Commitment bears to the Aggregate Euro Term
Loan Commitment. If at any time the Commitments have been terminated,
the amount of any Commitment for the purposes of this definition of
"Pro Rata Share" only shall be deemed equal to the amount of such
Commitment immediately prior to its termination.
"Swing Loans" means U.S. Swing Loans and Euro Swing Loans.
(b) The definitions of "FACILITY TERMINATION DATE" and "Maturity
Date" are restated as follows:
"FACILITY TERMINATION DATE" means the earlier to occur of (a)
February 13, 2002 or (b) the date on which the Revolving Credit
Commitments are terminated pursuant to Article VIII.
"MATURITY DATE" means the earlier to occur of (a) the date two
years after the Facility Termination Date or (b) the date on which the
maturity of the Term Loans is accelerated pursuant to Article VIII.
(c) The definition of "Loan" is amended by deleting the reference
therein to "Agent" and inserting "Swing Lender" in place thereof.
(d) The following definitions are added to Section 1.1 in appropriate
alphabetical order:
"EURO SWING LOAN" is defined in Section 2.16.
"SECOND AMENDMENT" shall mean the Second Amendment to this
Agreement dated February 14, 2001 among the Borrowers, the Lenders and
the Agent.
"SECOND AMENDMENT EFFECTIVE DATE" shall mean the date as of
which the Second Amendment is effective.
"SWING LENDER" means Bank One, together with its Lending
Installations.
"U.S. SWING LOAN" is defined in Section 2.16.
<PAGE> 3
"TOTAL NET DEBT" means, at any time, Total Debt minus all cash
and Cash Equivalents with maturities of less than one year of the
Company and its Subsidiaries calculated on a consolidated basis, as
calculated in accordance with Agreement Accounting Principles.
"TOTAL NET DEBT TO CAPITALIZATION RATIO" means the ratio of
Total Net Debt to the sum of (a) Total Net Debt plus (b) Net Worth, as
calculated in accordance with Agreement Accounting Principles.
(e) The definition of "TOTAL DEBT" is amended by adding the following
to the end thereof: "and Indebtedness consisting of avals by any of the
Company's Brazilian Subsidiaries for the benefit of, and with respect to
obligations of, any of the Company's other Brazilian Subsidiaries and which are
entered into in the ordinary course of business and consistent with past
practices in Brazil shall not be considered part of Total Debt."
(f) The definitions of "YEAR 2000 ISSUES", "YEAR 2000 PROGRAM" and
"TOTAL DEBT TO CAPITALIZATION RATIO" are deleted.
1.2 Section 2.6.3 is deleted in its entirety and the following shall
be inserted in place thereof:
2.6.3 (i) If the Aggregate Euro Revolving Credit Outstandings
exceed the Aggregate Euro Revolving Credit Commitments at any time the
Foreign Subsidiary Borrowers shall promptly prepay the Aggregate Euro
Revolving Credit Outstandings or cash collateralize Facility Letters of
Credit in the amount of such excess and (ii) if the Aggregate U.S.
Revolving Credit Outstandings exceed the Aggregate U.S. Revolving
Credit Commitments at any time the Company shall promptly prepay the
Aggregate U.S. Revolving Credit Outstandings or cash collateralize
Facility Letters of Credit in the amount of such excess.
<PAGE> 4
1.3 Section 2.16 is restated as follows:
Section 2.16. SWING LOANS.
(a) MAKING OF SWING LOANS. The Swing Lender may elect in its
sole discretion to make Swing Loans to any Borrower solely for the
Swing Lender's own account, from time to time prior to the Facility
Termination Date up to an aggregate principal amount at any one time
outstanding not to exceed (i) in the case of Swing Loans to any
Borrower under the U.S. Revolving Credit Commitment, the lesser of (A)
$20,000,000 or the Dollar Equivalent Amount thereof and (B) the unused
amount of the Aggregate U.S. Revolving Credit Commitments ("U.S. SWING
LOANS"), and (ii) in the case of Swing Loans to any Borrower under the
Euro Revolving Credit Commitment, the lesser of (A) EUR10,000,000 or
the Equivalent Amount thereof and (B) the unused amount of the
Aggregate Euro Revolving Credit Commitments ("EURO SWING LOANS"). The
Swing Lender may make Swing Loans (subject to the conditions precedent
set forth in Article IV), PROVIDED that the Swing Lender has received a
request in writing or via telephone from an Authorized Officer of such
Borrower for funding of a Swing Loan no later than such time required
by the Swing Lender, on the Business Day on which such Swing Loan is
requested to be made. The Swing Lender shall not make any Swing Loan in
the period commencing one Business Day after the Swing Lender becomes
aware that one or more of the conditions precedent contained in Section
4.2 are not satisfied and ending upon the satisfaction or waiver of
such condition(s). Swing Loans may be made by the Swing Lender in any
freely traded currency requested by such Borrower and agreed to by the
Swing Lender. The Swing Lender agrees with the Borrowers that all Swing
Loans denominated in Australian Dollars will be funded out of the Swing
Lender's Lending Installation in Australia unless the Swing Lender
provides prior notice to the Borrowers, in which case the Borrower
requesting such Loan may withdraw its request for such Swing Loan. Each
outstanding Swing Loan shall be payable on the Business Day following
demand therefor, with interest at such rate as the Swing Lender and
such Borrower shall agree, and shall be subject to all the terms and
conditions applicable to Loans, except that all interest thereon shall
be payable to the Swing Lender solely for its own account.
Notwithstanding provisions to the contrary in this Agreement, each U.S.
Lender acknowledges and agrees that U.S. Swing Loans may be made under
the U.S. Revolving Credit Commitment to Foreign Subsidiary Borrowers,
each Euro Lender acknowledges and agrees that Euro Swing Loans may be
made under the Euro Revolving Credit Commitment to the Company and
Domestic Subsidiary Borrowers and each Borrower acknowledges and agrees
that the availablity under Section 2.1.1 and 2.1.2 may also be blocked
by the Agent in an amount equal to the approximate anticipated Swing
Loan usage reasonably determined by the Agent with the consent of the
Company.
(b) SWING LOAN BORROWING REQUESTS. Each Borrower agrees to
deliver promptly to the Swing Lender a written confirmation of each
telephonic notice for Swing Loans signed by an Authorized Officer. If
the written confirmation differs in any material respect from the
action taken by the Swing Lender, the records of the Swing Lender shall
govern, absent manifest error.
(c) REPAYMENT OF SWING LOANS. At any time after making a Swing
Loan, the Swing Lender may request the recipient Borrower to, and upon
request by the Swing Lender the recipient Borrower shall, promptly
request an Advance from all U.S. Revolving Credit Lenders, with respect
to any U.S. Swing Loan, and all Euro Revolving Credit Lenders, with
respect to any Euro Swing Loan, and apply the proceeds of such Advance
to the repayment of such Swing Loan not later than the Business Day
following the Swing
<PAGE> 5
Lender's request. Notwithstanding the foregoing, upon the earlier to
occur of (a) three Business Days after demand is made by the Swing
Lender, and (b) the Facility Termination Date, the Borrower agrees that
each U.S. Swing Loan outstanding in any currency other than Dollars
shall be immediately and automatically converted to and redenominated
in Dollars equal to the Dollar Equivalent Amount of each such U.S.
Swing Loan determined as of the date of such conversion and each Euro
Swing Loan outstanding in any currency other than Euros shall be
immediately and automatically converted to and redenominated in Euros
equal to the Euro Equivalent Amount of each such Euro Swing Loan
determined as of the date of such conversion, and each U.S. Revolving
Credit Lender, in the case of any U.S. Swing Loan, and each Euro
Revolving Credit Lender, in the case of any Euro Swing Loan (other
than, in each case, the Swing Lender), shall irrevocably and
unconditionally purchase from the Swing Lender, without recourse or
warranty, an undivided interest and participation in such Swing Loan in
an amount equal to such Lender's Pro Rata Share of the Swing Loan and
promptly pay such amount to such Swing Lender in immediately available
funds (or, in the case of participations in Swing Loans denominated in
an Available Foreign Currency, same day funds). Such payment shall be
made by the other Lenders whether or not a Default is then continuing
or any other condition precedent set forth in Section 4.2 is then met
and whether or not such Borrower has then requested an Advance in such
amount. If any Lender fails to make available to such requesting Swing
Lender any amounts due to the Swing Lender from such Lender pursuant to
this Section, the Swing Lender shall be entitled to recover such
amount, together with interest thereon at the Federal Funds Effective
Rate or such other local cost of funds rate determined by the Swing
Lender with respect to any Swing Loan denominated in any Available
Foreign Currency for the first three Business Days after such Lender
receives notice of such required purchase and thereafter, at the rate
applicable to such Loan, payable (i) on demand, (ii) by setoff against
any payments made to the Swing Lender for the account of such Lender or
(iii) by payment to the Swing Lender by the Agent of amounts otherwise
payable to such Lender under this Agreement. The failure of any Lender
to make available to such Swing Lender its Pro Rata Share of any unpaid
Swing Loan shall not relieve any other Lender of its obligation
hereunder to make available to the Swing Lender its Pro Rata Share of
any unpaid Swing Loan on the date such payment is to be made, but no
Lender shall be responsible for the failure of any other Lender to make
available to the Swing Lender its Pro Rata Share of any unpaid Swing
Loan.
1.4 Section 5.23 is deleted.
1.5 The parenthetical in Section 6.3 is deleted.
1.6 Section 6.11(iii) is restated as follows: "(iii) Investments in
existence on December 31, 2000."
1.7 Section 6.12(vii) is restated as follows: "(vii) Liens not
otherwise permitted by the foregoing provisions of this Section 6.12, provided
that the aggregate outstanding amount secured by all such Liens shall not at any
time exceed 10% of Tangible Net Worth."
1.8 Section 6.13 is restated to read as follows: "[Intentionally
deleted]".
1.9 Section 6.15 is amended by restating clause (ii) thereof as
follows: "(ii) Indebtedness outstanding on the date of this Agreement, but no
increase in the principal amount thereof, and Indebtedness consisting of avals
by any of the Company's Brazilian Subsidiaries for the benefit of, and with
respect to obligations of, any of the Company's other Brazilian
<PAGE> 6
Subsidiaries and which are entered into in the ordinary course of business and
consistent with past practices in Brazil."
1.10 Section 6.18 is restated as follows:
6.18 TOTAL NET DEBT TO CAPITALIZATION RATIO. The Company shall
not permit its Total Net Debt to Capitalization Ratio to exceed 50%.
1.11 (a) The Pricing Schedule attached as Exhibit A to the Loan
Agreement is replaced with the Pricing Schedule attached as Exhibit A hereto,
and (b) Schedule 1.1(a) attached to the Loan Agreement is replaced with Schedule
1.1(a) attached hereto. All outstandings under the Loan Agreement shall be
re-allocated among Lenders on the Second Amendment Effective Date to give effect
to the new Commitment levels established hereunder, and the Agent and the
Lenders shall make all appropriate adjustments among themselves.
1.12 Firstar Bank, HSBC Bank USA and Bank of Ireland (the "NEW
LENDERS") are each hereby added as a Lender to the Loan Agreement and each shall
for all purposes be a Lender party to the Loan Agreement and any other Loan
Document executed by the Lenders and shall have all the rights and obligations
of a Lender under the Loan Agreement and the other Loan Documents to the same
extent as if it were an original party hereto. Each New Lender hereby assumes an
interest in and to all of the rights and obligations of a Lender under the Loan
Agreement and the other Loan Documents as of the date hereof with Commitments
equal to the amount set forth on Schedule 1.1(a) hereto. Neither the Agent nor
any of the Lenders: (a) makes any representation or warranty to the New Lenders
and assumes no responsibility to the New Lenders with respect to any statements,
warranties or representations made in or in connection with the Loan Agreement
or the other Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement, any
other Loan Document or any other instrument or document furnished pursuant
thereto; or (b) makes any representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or any of
its Subsidiaries or the performance or observance by any Borrower or Guarantor
of any of its obligations under the Loan Agreement, any other Loan Documents or
any other instrument or document furnished pursuant thereto. Each New Lender:
(i) confirms that it has received a copy of the Loan Agreement and the other
Loan Documents, together with copies of all financial statements and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment; (ii) agrees that it will,
independently and without reliance upon the Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Agreement and the other Loan Documents; (iii) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Loan Agreement and the other Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (iv) agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Loan Agreement and the other Loan Documents are required to be performed
by it as a Lender and (v) makes all representations and warranties of an
assignee/purchaser under the Notice of Assignment and Assignment forms attached
to the Loan Agreement. Each New Lender's address for notices is as set forth
below its signature on this Amendment.
<PAGE> 7
ARTICLE II. REPRESENTATIONS. Each of the Borrowers represents and
warrants to the Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment are
within its powers, have been duly authorized by existing board resolutions or
other necessary corporate action and are not in contravention of any statute,
law or regulation or of any terms of its Articles of Incorporation, Certificate
of Incorporation or By-laws, or of any material agreement or undertaking to
which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation of it,
enforceable against it in accordance with the terms hereof, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.
2.3 After giving effect to the amendments contained herein, the
representations and warranties contained in Article V of the Loan Agreement are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall be true and correct on and as of such earlier
date.
2.4 After giving effect to the amendments contained herein, no Default
or Unmatured Default exists or has occurred and is continuing on the date
hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date hereof when each of the following conditions is
satisfied:
3.1 The Borrowers, the Lenders, the Swing Lender and the Agent shall
have signed this Amendment.
3.2 The Guarantors shall have signed the consent and agreement to this
Amendment.
3.3 The Borrowers shall have paid such amendment fees to the Agent for
the benefit of the Lenders in such amounts as separately agreed upon.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Loan Agreement or in any other Loan Document to
the Loan Agreement shall be deemed to be references to the Loan Agreement as
amended hereby and as further amended from time to time.
4.2 Except as expressly amended hereby, each of the Borrowers agrees
that the Loan Agreement and the other Loan Documents are ratified and confirmed,
as amended hereby, and shall remain in full force and effect in accordance with
their terms and that they are not aware of any set off, counterclaim, defense or
other claim or dispute with respect to any of the foregoing. Terms used but not
defined herein shall have the respective meanings ascribed thereto in the Loan
Agreement. This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument, and telecopied signatures shall be effective as originals.
<PAGE> 8
IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.
DIEBOLD, INCORPORATED
By: /s/ Gregory T. Geswein
Title: Senior Vice President and CFO
DIEBOLD INTERNATIONAL LIMITED
By: /s/ Timothy J. McDannold
Title: Designated Financial Officer
DIEBOLD SELF-SERVICE SOLUTIONS S.a.r.l.,
GRANGES-PACCOT
By: /s/ Timothy J. McDannold
Title: Designated Financial Officer
DIEBOLD AUSTRALIA PTY LTD
By: /s/ Timothy J. McDannold
Title: Designated Financial Officer
<PAGE> 9
BANK ONE, MICHIGAN, as Agent, Swing Lender,
Issuer and Lender
By: /s/ Gary C. Wilson
Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Marianne T. Meil
Title: Vice President
NATIONAL CITY BANK
By: /s/ Terri L. Cable
Title: Senior Vice President
ABN AMRO BANK N.V.
By: /s/ Mary L. Honda
Title: Group Vice President
By: /s/ John L. Church
Title: Senior Vice President
BANK OF AMERICA, N.A.
By: /s/ Raju Patel
Title: Principal
<PAGE> 10
THE CHASE MANHATTAN BANK
By: /s/ Henry W. Centa
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Kenneth R. McDonnell
Title: Assistant Vice President
FIRSTAR BANK
By: /s/ David Dannemiller
Title: Vice President
1350 Euclid Avenue, Eighth Floor
Cleveland, Ohio 44115
Attention: David Dannemiller
Phone: 216-623-9233
Fax: 216-623-9208
HSBC BANK USA
By: /s/ Christopher M. Samms
Title: Vice President
200 South Wacker Drive, Suite 770
Chicago, Illinois 60606
Attention: Chris Samms
Phone: 312-575-1314
Fax: 312-575-1331
<PAGE> 11
BANK OF IRELAND
By: /s/ Louise Molloy /s/ Padraig Rushe
Title: Authorised Signatories
LaTouche House, Int'l Financial
Services
Custom House Docks
Dublin, Ireland 1
Attention: John Goggin
Phone: 011-35-31-609-3482
Fax: 011-35-31-670-1079
<PAGE> 12
CONSENT AND AGREEMENT
As of the date and year first above written, each of the undersigned
hereby:
(a) fully consents to the terms and provisions of the above Amendment
and the consummation of the transactions contemplated thereby;
(b) agrees that the Guaranty to which it is a party and each other Loan
Document to which it is a party are hereby ratified and confirmed and shall
remain in full force and effect, acknowledges and agrees that it has no setoff,
counterclaim, defense or other claim or dispute with respect the Guaranty to
which it is a party and each other Loan Document to which it is a party; and
(c) represents and warrants to the Agent and the Lenders that the
execution, delivery and performance of this Consent and Agreement are within its
powers, have been duly authorized and are not in contravention of any statute,
law or regulation or of any terms of its organizational documents or of any
material agreement or undertaking to which it is a party or by which it is
bound, and this Consent and Agreement is the legal, valid and binding
obligations of it, enforceable against it in accordance with the terms hereof
and thereof. Terms used but not defined herein shall have the respective
meanings ascribed thereto in the Loan Agreement.
DIEBOLD INVESTMENT COMPANY
By: /s/ Margaret Pulgini
Title: Vice President/Treasurer
DIEBOLD FINANCE COMPANY, INC.
By: /s/ Margaret Pulgini
Title: Vice President/Treasurer
DIEBOLD CREDIT CORPORATION
By: /s/ Charee Francis-Vogelsang
Title: Vice President and Secretary
DIEBOLD SST HOLDING COMPANY, INC.
By: /s/ Charee Francis-Vogelsang
Title: Vice President and Secretary
<PAGE> 13
DIEBOLD SELF-SERVICE SYSTEMS
By: /s/ Charee Francis-Vogelsang
Title: Secretary
DIEBOLD HOLDING COMPANY, INC.
By: /s/ Charee Francis-Vogelsang
Title: Assistant Secretary
DIEBOLD MEXICO HOLDING COMPANY, INC.
By: /s/ Charee Francis-Vogelsang
Title: Secretary
DIEBOLD LATIN AMERICA HOLDING COMPANY,
INC.
By: /s/ Charee Francis-Vogelsang
Title: Secretary
<PAGE> 14
EXHIBIT A
PRICING SCHEDULE
The Applicable Margin for Floating Rate Loans, Eurodollar Loans and
Multicurrency Loans, the Facility Fee payable pursuant to Section 2.5 and the
Letter of Credit Fee payable pursuant to Section 2.15.6 shall, subject to the
last sentence of this Exhibit A, be determined in accordance with the Pricing
Matrix set forth below based on the Company's Total Net Debt to Capitalization
Ratio in effect from time to time.
Pricing Matrix (in basis points)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Level Total Net Debt to Facility Fee Floating Rate Applicable Eurodollar/
Capitalization Margin for Eurocurrency Margin for
Ratio Revolving Revolving Credit Loans,
Credit Loans Multicurrency Loans and
Letter of Credit Fees
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
I Less than 25% 8.0 b.p. 0.0 b.p. 32.0 b.p.
-------------------------------------------------------------------------------------------
II Greater than 25% 10.0 b.p. 0.0 b.p. 40.0 b.p
but less than 35%
-------------------------------------------------------------------------------------------
III Greater tahn 35% 15.0 b.p. 0.0 b.p. 50.0 b.p.
but less than 45%
-------------------------------------------------------------------------------------------
IV Greater than 45% 20.0 b.p. 0.0 b.p. 70.0 b.p.
-------------------------------------------------------------------------------------------
</TABLE>
If the Aggregate Total Outstandings of all Lenders equals or exceeds
33% of the Aggregate Commitments of all Lenders, the Eurodollar, Eurocurrency
and Letter of Credit Fee Applicable Margin will increase by 10 basis points at
every level on the Pricing Matrix.
Such Applicable Margin shall be determined in accordance with the
foregoing Pricing Matrix based on the Company's level as reflected in the most
recent financial statements of the Company delivered pursuant to Section 6.1(i)
and (ii) of the Loan Agreement. Adjustments, if any, to the Applicable Margin
shall be effective 50 days after the end of each of the first three fiscal
quarters of each fiscal year of he Company and 95 days after the end of each
fiscal year of the Company, commencing with the first such day after the
Effective Date. If the Borrower fails to deliver the financials statements
required pursuant to Section 6.1(i) or (ii) at the time required or any other
Default has occurred and is continuing, then the Applicable Margin shall be the
highest Applicable Margin set forth in the foregoing Pricing Matrix until such
Default is cured or waived under the Agreement. Notwithstanding the foregoing,
the Applicable Margin for the period from and including the Second Amendment
Effective Date until it shall be adjusted for the first time after the Second
Amendment Effective Date shall be the Level II Applicable Margin described
above.
<PAGE> 15
SCHEDULE 1.1(a)
COMMITMENTS
<TABLE>
<CAPTION>
TITLE U.S. DOLLARS EUROS
----- ------------ -----
<S> <C> <C> <C>
Bank One, Michigan Administrative Agent 38,333,335.00 24,350,875.00
(17.04 %) (19.48%)
Key Bank National Association Syndication Agent 32,000,000.00 16,000,000.00
(14.22%) (12.80%)
National City Bank Documentation Agent 29,333,333.00 15,666,667.00
(13.04%) (12.53%)
The Chase Manhattan Bank 21,333,333.00 10,666,667.00
(9.48%) (8.53%)
The Bank of New York 21,333,333.00 10,666,667.00
(9.48%) (8.53%)
ABN Amro Bank, N.V. 21,333,333.00 10,666,667.00
(9.48%) (8.53%)
Bank of America, N.A. 21,333,333.00 10,666,667.00
(9.48%) (8.53%)
Firstar Bank 25,000,000.00
(11.11%) -
HSBC Bank USA 15,000,000.00 10,526,316.00
(6.67%) (8.42%)
Bank of Ireland - 15,789,474.00
(12.63%)
TOTAL $225,000,000 125,000,000
============ ===========
</TABLE>