Exhibit 10.1
AMENDMENT AGREEMENT NO. 3 AND WAIVER
AMENDMENT AGREEMENT NO. 3 AND WAIVER, dated as of November
13, 2000 (this "Agreement"), to the Amended and Restated Credit Agreement dated
as of July 9, 1999 (as amended, restated or modified from time to time, the
"Credit Agreement"), among KASPER A.S.L., LTD., a Delaware corporation (the
"Borrower"), the Guarantors named therein, the financial institutions from time
to time party thereto (collectively, the "Lenders"), THE CHASE MANHATTAN BANK,
as administrative and collateral agent for the Lenders (in such capacity, the
"Agent"), and THE CIT GROUP/COMMERCIAL SERVICES, INC., as collateral monitor (in
such capacity, the "Collateral Monitor"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.
WHEREAS, the Borrower has requested that the Lenders agree
(i) to waive certain Defaults and Events of Defaults that have occurred and are
continuing, or that may occur, under the Credit Agreement and (ii) to amend
certain terms and provisions of the Credit Agreement;
WHEREAS, the Lenders have agreed to waive certain Defaults
and Events of Defaults that have occurred and are continuing, or that may occur,
under the Credit Agreement and the Lenders, the Borrower and the Guarantors have
agreed to amend the Credit Agreement, in each case as described herein;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. WAIVERS OF DEFAULTS AND EVENTS OF DEFAULT
Upon the fulfillment of the conditions set forth in Section
4 below, the following provisions of the Credit Agreement are hereby waived as
follows:
1.1 The Lenders hereby agree to waive the Event of Default
which has occurred and is continuing as a result of the Borrower's failure to
timely deliver the financial statements required to be delivered pursuant to
Section 6.05(c) for the month ended July 31, 2000.
1.2 The Lenders hereby agree to waive any Default or Event
of Default which has occurred and is continuing, or which may occur, as a result
of the Borrower's failure to comply with the provisions of Section 7.10 (i) for
the period ended July 31, 2000 and (ii) for the periods ended August 31, 2000
and September 30, 2000, provided that the Net Worth of the Borrower and its
subsidiaries on a Consolidated Basis for the periods referred to in this clause
(ii) is not less than $108,000,000.
NY2:\985364\01\l4b801!.DOC\55745.0003
<PAGE>
1.3 The Lenders hereby agree to waive any Default or Event
of Default which may occur in the future as a result of the Borrower's failure
to pay interest on the Senior Notes that is due and payable on or about
September 30, 2000 and March 31, 2001 (if such payment is not made), provided
that the Required Lenders shall have the right to terminate the waiver set forth
in this Section if at any time (i) the Indebtedness represented by the Senior
Notes is declared to be due and payable in accordance with the terms of the
Senior Note Indenture or (ii) any holder of a Senior Note or the Trustee under
the Senior Note Indenture commences any legal action to enforce the payment of
any amounts due in respect of the Senior Notes.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT
Upon the fulfillment of the conditions set forth in Section
4 below, the Credit Agreement is hereby amended as follows:
2.1 The definition of the term "Borrowing Base" set forth
in Section 1.01 of the Credit Agreement is hereby amended by inserting the
following clause (vii) at the end thereof:
"(vii) less $4,000,000 until such time that (x) the
consultant retained by the Borrower pursuant to Section
6.18 shall have made a preliminary verbal report to the
Banks with respect to the matters described in Section 6.18
and (y) the Agent shall have received the update of the
appraisal of the Borrower's and its subsidiaries'
trademarks required to be delivered pursuant to Section
6.19."
2.2 The definition of the term "Trademark Advance" set
forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the
percentage "50%" appearing in clause (ii)(x) thereof and inserting in lieu
thereof the percentage "40%".
2.3 The definition of the term "Net Worth" set forth in
Section 1.01 of the Credit Agreement is hereby amended by inserting the
following clause at the end thereof:
"; provided, however, that there shall be added back to the
calculation of Net Worth hereunder any non-cash charges
actually taken by the Borrower in connection with the
termination of employment contracts in an aggregate amount
not to exceed $2,500,000"
2.4 The definition of the term "Obligations" set forth in
Section 1.01 of the Credit Agreement is hereby amended (i) by inserting the
words "or any steamship guarantee issued by the Agent in connection with a
commercial Letter of Credit issued by the Agent hereunder" immediately following
the words "under any one or more of the Loan Documents" appearing therein and
(ii) by inserting the following language at the end thereof:
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"and any obligations owed to the Agent or any of its
banking Affiliates in respect of any overdrafts and related
liabilities arising from treasury, depository and cash
management services or in connection with any automated
clearing house transfers of funds."
2.5 Section 2.05 of the Credit Agreement is hereby amended
by inserting the following new subsection (d) at the end thereof:
"(d) Notwithstanding anything to the contrary in
the Credit Agreement, and subject to Section 2.08, from and
after September 30, 2000, and until September 30, 2001, all
Loans shall be Alternate Base Loans and shall bear interest
at a rate per annum based upon the Alternate Base Rate plus
the applicable Interest Margin at such time."
2.6 Section 2.17 of the Credit Agreement is hereby amended
by deleting the amount "$20,000,000" appearing in the first sentence thereof and
inserting in lieu thereof the amount "$10,000,000".
2.7 Article VI of the Credit Agreement is hereby amended by
inserting the following new Sections 6.18 and 6.19 at the end thereof:
"SECTION 6.18 Consultant. Promptly, and in no
event later than October 31, 2000, and at all times
thereafter, (A) retain (at the Borrower's sole expense) a
consultant reasonably acceptable to the Required Lenders to
(i) review the Borrower's business plan dated October 16,
2000 and recommend to the Borrower and to the Lenders such
modifications to the business plan as the consultant
reasonably concludes, after consultation with the Borrower,
are advisable, (ii) assist the Borrower's chief executive
officer and chief operating officer in implementing the
Borrower's modified business plan and (iii) act as liaison
to the Agent and the Lenders and (B) upon reasonable notice
cause such consultant to be available to the Agent and the
Lenders to discuss the business operations, financial
performance and condition of the Borrower and the
Guarantors. The consultant shall, by no later than December
15, 2000, prepare and deliver to the Agent a report setting
forth (i) any proposed modifications to the Borrower's
business plan or to the operations of the Borrower's
business and (ii) steps taken by the management of the
Borrower to effectuate the aforementioned business plan and
any proposed modifications to such plan or the operations
of the business.
3
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"SECTION 6.19 Trademark Appraisal. Promptly, and
in no event later than November 30, 2000 deliver to the
Agent an update of the appraisal of the Borrower's and its
subsidiaries' trademarks previously delivered to the Agent
and the Collateral Monitor, such update (i) to be in form,
scope and substance satisfactory to the Agent and the
Collateral Monitor and (ii) to show an aggregate appraisal
value for the trademarks of not less than $110,000,000, or
such lesser amount as may be agreed to by the Required
Lenders."
2.8 Subject to the proviso set forth at the end of this
Section 2.8, Sections 7.08, Section 7.09 and 7.10 of the Credit Agreement are
hereby amended in their entireties to read as follows:
"SECTION 7.08 Capitalization Ratio. Permit the
Capitalization Ratio of the Borrower and its subsidiaries
on a Consolidated basis for the four consecutive fiscal
quarter periods ending on the dates set forth below to be
greater than the respective amounts set forth below
opposite such dates:
Quarter Ending on or about Ratio
-------------------------- -----
September 30, 2000 68%
December 31, 2000 68%
March 31, 2001 70%
June 30, 2001 70%
September 30, 2001 70%
December 31, 2001 68%
March 31, 2002 66%
June 30, 2002 64%
September 30, 2002 65%
December 31, 2002 61%
March 31, 2003 63%
June 30, 2003 63%
September 30, 2003 63%
4
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SECTION 7.09 Interest Coverage Ratio. Permit the
Interest Coverage Ratio of the Borrower and its
subsidiaries on a Consolidated basis for the four
consecutive fiscal quarter periods ending on the dates set
forth below to be less than the respective amounts set
forth below opposite such dates:
Quarter Ending on or about Ratio
-------------------------- -----
September 30, 2000 0.59:1.00
December 31, 2000 0.76:1.00
March 31, 2001 0.71:1.00
June 30, 2001 0.79:1.00
September 30, 2001 1.00:1.00
December 31, 2001 1.25:1.00
March 31, 2002 1.40:1.00
June 30, 2002 1.50:1.00
September 30, 2002 1.65:1.00
December 31, 2002 1.80:1.00
March 31, 2003 1.95:1.00
June 30, 2003 2.05:1.00
September 30, 2003 2.25:1.00
SECTION 7.10 Net Worth. Permit the Net Worth of
the Borrower and its subsidiaries on a Consolidated basis
at any time to be less than the respective amounts set
forth below for the periods indicated:
-------------------------------------------------------- -----------------
Period Amount
-------------------------------------------------------- -----------------
October 1, 2000 through October 31, 2000 $106,000,000
-------------------------------------------------------- -----------------
November 1, 2000 through November 30, 2000 $103,500,000
-------------------------------------------------------- -----------------
December 1, 2000 through December 31, 2000 $100,000,000
-------------------------------------------------------- -----------------
January 1, 2001 through January 31, 2001 $ 97,000,000
-------------------------------------------------------- -----------------
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-------------------------------------------------------- -----------------
February 1, 2001 through February 28, 2001 $ 98,000,000
-------------------------------------------------------- -----------------
March 1, 2001 through March 31, 2001 $100,000,000
-------------------------------------------------------- -----------------
April 1, 2001 through April 30, 2001 $100,000,000
-------------------------------------------------------- -----------------
May 1, 2001 through May 31, 2001 $ 97,000,000
-------------------------------------------------------- -----------------
June 1, 2001 through June 30, 2001 $ 94,000,000
-------------------------------------------------------- -----------------
July 1, 2001 through July 31, 2001 $ 94,000,000
-------------------------------------------------------- -----------------
August 1, 2001 through August 31, 2001 $ 94,000,000
-------------------------------------------------------- -----------------
September 1, 2001 through September 30, 2001 $ 97,000,000
-------------------------------------------------------- -----------------
October 1, 2001 through December 31, 2001 $ 98,000,000
-------------------------------------------------------- -----------------
January 1, 2002 through March 31, 2002 $ 97,000,000
-------------------------------------------------------- -----------------
April 1, 2002 through June 30, 2002 $ 98,000,000
-------------------------------------------------------- -----------------
July 1, 2002 through September 30, 2002 $ 99,000,000
-------------------------------------------------------- -----------------
October 1, 2002 through December 31, 2002 $103,000,000
-------------------------------------------------------- -----------------
January 1, 2003 through March 31, 2003 $104,000,000
-------------------------------------------------------- -----------------
April 1, 2003 through June 30, 2003 $108,000,000
-------------------------------------------------------- -----------------
July 1, 2003 through September 30, 2003 $109,000,000
-------------------------------------------------------- -----------------
October 1, 2003 through December 31, 2003 $115,000,000 "
-------------------------------------------------------- -----------------
; provided that in the event the Borrower shall make any payment on account of
the principal of, interest on, or any redemption or sinking fund in respect of,
any of the Senior Notes, the amendments provided for in this Section 2.8 shall
be automatically rescinded in their entirety and the applicable covenant amounts
for any period shall again be the covenant amounts set forth in Sections 7.08,
7.09 and 7.10 as applicable as of the date immediately preceding the date on
which this Agreement shall have become effective.
2.9 Article VII of the Credit Agreement is hereby amended
by inserting the following new Section 7.20 at the end thereof:
"SECTION 7.20. Revolving Credit Loans. Permit the
aggregate outstanding principal amount of Revolving Credit
Loans on the last Business Day of any of the months set
forth below to exceed the lesser of (A) the amount
permitted by Section 2.01(a) hereof and (B) the amount (or
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such other amount as may be consented to by the Required
Lenders) set forth opposite such month:
--------------------------------------------- ---------------------
Month Maximum Amount
--------------------------------------------- ---------------------
October 2000 $107,000,000
--------------------------------------------- ---------------------
November 2000 $102,000,000
--------------------------------------------- ---------------------
December 2000 $ 95,000,000
--------------------------------------------- ---------------------
January 2001 $105,000,000
--------------------------------------------- ---------------------
February 2001 $119,000,000
--------------------------------------------- ---------------------
March 2001 $107,000,000
--------------------------------------------- ---------------------
April 2001 $ 88,000,000
--------------------------------------------- ---------------------
May 2001 $ 84,000,000
--------------------------------------------- ---------------------
June 2001 $ 95,000,000
--------------------------------------------- ---------------------
July 2001 $ 97,000,000
--------------------------------------------- ---------------------
August 2001 $114,000,000
--------------------------------------------- ---------------------
September 2001 $111,000,000
--------------------------------------------- ---------------------
October 2001 $ 85,000,000
--------------------------------------------- ---------------------
November 2001 $ 85,000,000
--------------------------------------------- ---------------------
December 2001 $ 85,000,000
--------------------------------------------- ---------------------
2.10 Subject to the proviso set forth at the end of this
Section 2.10, Exhibit A to the Credit Agreement is hereby amended by deleting
the entries for the periods commencing with "Oct `00" and ending with "Oct `01"
appearing therein and inserting in lieu thereof the following:
"Oct `00 Nov `00 Dec `00
$48,000 $48,000 $46,000
Jan `01 Feb `01 Mar `01
$48,000 $48,000 $42,000
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Apr `01 May `01 Jun `01
$44,000 $45,000 $48,000
Jul `01 Aug `01 Sep `01
$45,000 $45,000 $40,000
Oct `01
$33,000"
; provided that in the event the Borrower shall make any payment on account of
the principal of, interest on or any redemption or sinking fund in respect of,
any of the Senior Notes, the amendment provided for in this Section 2.10 shall
be automatically rescinded in its entirety and the applicable amount of the
Trademark Advance for any period shall again be the amount set forth on Exhibit
A to the Credit Agreement as of the date immediately preceding the date on which
this Agreement shall have become effective. Notwithstanding anything to the
contrary set forth in this Section 2.10 or in Exhibit A to the Credit Agreement
as amended hereby, from the fifth calendar day through the twenty-fifth calendar
day of each month commencing with October 2000 and ending with September 2001,
the amount of the Trademark Advance may be up to $3,000,000 in excess of the
amount thereof for such month set forth on Exhibit A, but at no time in excess
of $48,000,000.
2.11 Schedule 4.01 of the Credit Agreement is hereby
amended by including thereon the information included on Schedule I hereto.
2.12 Schedule 4.05 of the Credit Agreement is hereby
amended in its entirety and replaced by Schedule 2 hereto.
2.13 Schedule 4.21 of the Credit Agreement is hereby
amended by including thereon the information included on Schedule 3 hereto.
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SECTION 3. CONFIRMATION OF LOAN DOCUMENTS
3.1 Each Loan Party, by its execution and delivery of this
Agreement, irrevocably and unconditionally ratifies and confirms in favor of the
Agent and the Lenders that (i) it consents to the terms and conditions of the
Credit Agreement as it has been amended by this Agreement and that
notwithstanding this Agreement, each Loan Document to which such Loan Party is a
party shall continue in full force and effect in accordance with its terms, as
it has been amended by this Agreement, and is and shall continue to be
applicable to all of the Obligations and (ii) it is truly and justly indebted to
the Agent, the Collateral Monitor and the Lenders, for all of the Obligations
without defense, offset or counterclaim of any kind whatsoever and hereby
releases the Agent, the Collateral Monitor and each of the Lenders from any and
all claims, obligations, acts, omissions, damages or causes of action arising
out of, related or in any way connected with any action or failure to act, prior
to the execution of this Agreement , in connection with the events or
circumstances arising under or otherwise related to the Credit Agreement or any
other Loan Document.
SECTION 4. CONDITIONS PRECEDENT
This Agreement shall become effective upon the execution and delivery
to the Agent of counterparts hereof by the Borrower, each Guarantor and each of
the Lenders and the fulfillment of the following conditions:
4.1 The Agent shall have received a non-refundable
amendment fee in the amount of $875,000 to be distributed among the Lenders pro
rata in accordance with their Revolving Credit Commitments.
4.2 Morgan, Lewis & Bockius LLP and Kaye, Scholer, Fierman,
Hays & Handler, LLP, counsel to the Agent, shall have received payment in full
for all legal fees charged, and all costs and expenses incurred and invoiced, by
such counsel through the date hereof and all legal fees charged, and all costs
and expenses incurred, by such counsel in connection with the transactions
contemplated under the Credit Agreement, this Agreement and the other Loan
Documents and instruments in connection herewith and therewith and the Agent
shall have received payment in full of any other fees and expenses of the Agent,
the Collateral Monitor, or any other professional retained by the Agent which
the Borrower is obligated to pay pursuant to the Credit Agreement and the other
Loan Documents.
4.3 All legal matters in connection with this Agreement
shall be satisfactory to the Agent and its counsel in their sole discretion.
4.4 The Agent shall have received a certificate signed by a
Financial Officer of the Borrower and each Guarantor stating that after giving
effect to this Agreement (i) all representations and warranties contained in
this Agreement and the Credit Agreement shall be true and correct in all
material respects with the same effect as though made on and as of the date on
which the conditions set forth in this Section 4 are fulfilled (except insofar
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as such representations and warranties relate expressly to an earlier date) and
(ii) there exists no Default or Event of Default.
4.5 The Agent shall have received such other documents as
the Agent or Agent's counsel shall reasonably deem necessary.
SECTION 5. MISCELLANEOUS
5.1 Each of the Borrower and the Guarantors reaffirms and
restates the representations and warranties set forth in Article IV of the
Credit Agreement, and represents that after giving effect to this Agreement all
such representations and warranties shall be true and correct in all material
respects with the same effect as though made on and as of the date on which the
conditions set forth in Section 4 are fulfilled (except insofar as such
representations and warranties relate expressly to an earlier date). Each Loan
Party represents and warrants (which representations and warranties shall
survive the execution and delivery hereof) to the Lenders that:
(a) It has the corporate power and authority to execute,
deliver and carry out the terms and provisions of this Agreement
hereby and has taken or caused to be taken all necessary corporate
action to authorize the execution, delivery and performance of this
Agreement;
(b) No consent of any other person (including, without
limitation, shareholders or creditors of any Loan Party), and no
action of, or filing with any governmental or public body or
authority is required to authorize, or is otherwise required in
connection with the execution, delivery and performance of this
Agreement;
(c) This Agreement has been duly executed and delivered on
behalf of each Loan Party by a duly authorized officer, and
constitutes a legal, valid and binding obligation of each Loan Party
enforceable in accordance with its terms, subject to bankruptcy,
reorganization, insolvency, moratorium and other similar laws
affecting the enforcement of creditors' rights generally and the
exercise of judicial discretion in accordance with general principles
of equity; and
(d) The execution, delivery and performance of this
Agreement will not violate any law, statute or regulation, or any
order or decree of any court or governmental instrumentality, or
conflict with, or result in the breach of, or constitute a default
under any contractual obligation of any Loan Party.
5.2 Except, as herein expressly amended, the Credit
Agreement is ratified and confirmed in all respects and shall remain in full
force and effect in accordance with its terms.
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5.3 All references to the Credit Agreement in the Credit
Agreement and the other Loan Documents and the other documents and instruments
delivered pursuant to or in connection therewith shall mean the Credit Agreement
as amended hereby and as may in the future be amended, restated, supplemented or
modified from time to time.
5.4 This Agreement may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same agreement.
5.5 Delivery of an executed counterpart of a signature page
to this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Agreement.
5.6 THIS AGREEMENT, IN ACCORDANCE WITH SECTION 5-1401 OF
THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK, SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION.
5.7 The parties hereto shall, at any time and from time to
time following the execution of this Agreement, execute and deliver all such
further instruments and take all such further actions as may be reasonably
necessary or appropriate in order to carry out the provisions of this Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Borrower, Guarantors, the Agent,
the Collateral Monitor and the Lenders have caused this Amendment Agreement No.
3 and Waiver to be duly executed by their respective authorized officers as of
the day and year first above written.
KASPER A.S.L., LTD., as Borrower
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Secretary
A.S.L. RETAIL OUTLETS, INC., as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Secretary
ASL/K LICENSING CORP., as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Secretary
KASPER A.S.L. EUROPE, LTD., as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Secretary
KASPER HOLDINGS INC., as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Secretary
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AKC ACQUISITION, LTD., as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Treasurer
LION LICENSING, LTD., as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Treasurer
ASIA EXPERT LIMITED, as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Director / Secretary
TOMWELL LIMITED, as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Director / Secretary
VIEWMON LIMITED, as a Guarantor
By: /s/ Lester E. Schreiber
-------------------------------------
Name: Lester E. Schreiber
Title: Director / Secretary
THE CHASE MANHATTAN BANK, as Lender
By: /s/ Susan H. Atha
-------------------------------------
Name: Susan H. Atha
Title: Vice President
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THE CHASE MANHATTAN BANK, as Agent
By: /s/ Susan H. Atha
-------------------------------------
Name: Susan H. Atha
Title: Vice President
THE CIT GROUP/COMMERCIAL SERVICES, INC.,
as Lender
By: /s/ Deborah Rogut
-------------------------------------
Name: Deborah Rogut
Title: Vice President
THE CIT GROUP/COMMERCIAL SERVICES, INC.,
as Collateral Monitor
By: /s/ Deborah Rogut
-------------------------------------
Name: Deborah Rogut
Title: Vice President
LASALLE BANK, NATIONAL ASSOCIATION, as Lender
By: /s/ Natalie A. Petrie
-------------------------------------
Name: Natalie A. Petrie
Title: Commercial Banking Officer
FLEET CAPITAL CORPORATION, as Lender
By: /s/ Frank J. Galle
--------------------------------------
Name: Frank J. Galle
Title: Senior Vice President
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FINOVA CAPITAL CORPORATION, as Lender
By: /s/ Rick Sutton
--------------------------------------
Name: Rick Sutton
Title: Vice President
ISRAEL DISCOUNT BANK OF NEW YORK, as Lender
By: /s/ Tim McCurry By: /s/ Howard Weinberg
------------------- ----------------------------
Name: Tim McCurry Name: Howard Weinberg
Title: Assistant Manager Title: First Vice President
PNC BANK, NATIONAL ASSOCIATION, as Lender
By: /s/ Rose M. Crump
--------------------------------------
Name: Rose M. Crump
Title: Vice President
DEBIS FINANCIAL SERVICES, INC., as Lender
By: /s/ James M. Vandervalk
--------------------------------------
Name: James M. Vandervalk
Title: President, ABL Division
BANK LEUMI USA, as Lender
By: /s/ Steven Farron
--------------------------------------
Name: Steven Farron
Title: Vice President
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SCHEDULE 1 TO
AMENDMENT NO. 3
AND WAIVER
SCHEDULE 4.01
-------------
Qualified Jurisdictions
-----------------------
Additional Information
[To be provided by the Borrower in form
and substance satisfactory to the Agent]
<PAGE>
SCHEDULE 2 TO
AMENDMENT NO. 3
AND WAIVER
SCHEDULE 4.05
-------------
Material Adverse Change
-----------------------
[To be provided by the Borrower in form
and substance satisfactory to the Agent]
<PAGE>
SCHEDULE 3 TO
AMENDMENT NO. 3
AND WAIVER
SCHEDULE 4.21
-------------
Employee Matters
----------------
Additional Information
[To be provided by the Borrower in form
and substance satisfactory to the Agent]
