<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
Tender Offer Statement Pursuant To
Section 14(d)(1) Of The Securities Exchange Act Of 1934
----------------
SYNTHETIC INDUSTRIES, INC.
(Name of Subject Company)
SIND ACQUISITION, INC.
SIND HOLDINGS, INC.
INVESTCORP S.A.
(Bidders)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
871914107
(CUSIP Number of Class of Securities)
E. Michael Greaney, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
(as amended, this "Statement") initially filed on November 12, 1999 by SIND
Acquisition, Inc., a Delaware corporation ("Purchaser") and wholly owned
subsidiary of SIND Holdings, Inc., a Delaware corporation ("Parent") formed at
the direction of Investcorp S.A., a Luxembourg corporation ("Investcorp"),
relating to Purchaser's offer to purchase all outstanding shares of common
stock, $1.00 par value per share (collectively, the "Shares"), of Synthetic
Industries, Inc., a Delaware corporation (the "Company"), at a price of $33.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated November
12, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended by adding the following exhibit.
(b)(3) Revolving Credit Facility Commitment Letter, dated November 2, 1999,
between Bear Stearns Corporate Lending Inc., Bear, Stearns & Co. Inc.,
The Chase Manhattan Bank, Chase Securities Inc. and Investcorp
Investment Equity Limited, and Assignment of Commitment, dated November
16, 1999, to Fleet National Bank
2
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SIND ACQUISITION, INC.
/s/ Christopher J. O'Brien
By: _________________________________
Name: Christopher J. O'Brien
Title: President
Dated: December 6, 1999
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SIND HOLDINGS, INC.
/s/ Christopher J. O'Brien
By: _________________________________
Name: Christopher J. O'Brien
Title: President
Dated: December 6, 1999
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
INVESTCORP S.A.
/s/ Lawrence B. Kessler
By: _________________________________
Name: Lawrence B. Kessler
Title: Authorized Representative
Dated: December 6, 1999
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Index Numbered Page
------- ------------- -------------
<C> <S> <C>
(b)(3) Revolving Credit Facility Commitment Letter, dated
November 2, 1999, between Bear Stearns Corporate
Lending Inc., Bear, Stearns & Co. Inc., The Chase
Manhattan Bank, Chase Securities Inc. and Investcorp
Investment Equity Limited, and Assignment of Commitment,
dated November 16, 1999, to Fleet National Bank
</TABLE>
<PAGE>
Exhibit(b)(3)
CHASE SECURITIES INC.
THE CHASE MANHATTAN BANK
270 Park Avenue
New York, New York 10017
BEAR STEARNS & CO., INC.
BEAR STEARNS CORPORATE LENDING INC.
245 Park Avenue
New York, New York 10167
November 2, 1999
$325,000,000 Senior Facilities
Commitment Letter
-----------------
Investcorp Investment Equity Limited,
on its own behalf and on behalf of
certain of its affiliates and other
international investors
c/o Investcorp Bank E.C.
P.O. Box 5460
Bahrain
Attention: Chris O'Brien and Sean Madden
Ladies and Gentlemen:
You have advised The Chase Manhattan Bank ("Chase"), Chase Securities Inc.
-----
("CSI"), Bear Stearns Corporate Lending Inc. ("BSCL") and Bear, Stearns & Co.,
--- ----
Inc. ("Bear Stearns") that Investcorp S.A., together with certain affiliated
------------
entities and other international investors (collectively, the "Investor Group"),
--------------
intends to form a holding company ("Holdings") which, through a wholly-owned
--------
acquisition vehicle ("MergerCo"), will make a tender offer (the "Tender Offer")
-------- ------------
for 100% of the issued and outstanding common stock of Synthetic Industries,
Inc., a Delaware corporation (the "Borrower") and to consummate the Acquisition
--------
and the other Transactions (such terms and each other capitalized term used but
not defined herein having the meanings assigned to them in the Summary of
Principal Terms and Conditions attached hereto as Exhibit A (the "Term Sheet")).
----------
CSI and Bear Stearns are pleased to advise you that they are willing to act
as Co-Lead Arrangers and Joint Book Managers for the Senior Facilities. Chase
and BSCL are each pleased to advise you of its several commitment to provide
$162,500,000 of the Senior Facilities. The
<PAGE>
Term Sheet sets forth the principal terms and conditions on and subject to which
Chase and BSCL are each willing to make available their respective portions of
the Senior Facilities. Chase's and BSCL's commitments hereunder are subject to
the aggregate amount of the Senior Facilities, upon consummation of the
Acquisition, being equal to $325,000,000.
It is agreed that Chase will act as the sole and exclusive Administrative
Agent in respect of the Senior Facilities, that Bear Stearns will be awarded the
title of Syndication Agent in respect of the Senior Facilities and that CSI and
Bear Stearns will act as Co-Lead Arrangers and Joint Book Managers in respect of
the Senior Facilities, and each will, in such capacities, perform the duties and
exercise the authority customarily performed and exercised by it in such roles.
You agree that no other agents, co-agents or arrangers will be appointed and no
other titles will be awarded in connection with the Senior Facilities unless you
and we shall so agree.
We intend to syndicate the Senior Facilities to a group of financial
institutions (together with Chase and BSCL, the "Lenders") identified by us
-------
subject to your consent which shall not be unreasonably withheld. CSI and Bear
Stearns will manage all aspects of the syndication and will, when reasonably
appropriate, consult with you regarding decisions as to the selection of
institutions to be approached and when they will be approached, when their
commitments will be accepted, which institutions will participate, the
allocations of the commitments among the Lenders and the amount and distribution
of fees among the Lenders.
You agree to assist, and to insure that the Borrower assists, us in forming
any such syndicate, including providing us, promptly upon request, with all
information reasonably deemed necessary by us to complete successfully the
syndication, including, but not limited to, an information package for delivery
to potential syndicate members and participants including therein appropriate
projections. You agree that any other debt financings in the United States by
the Borrower and you and your affiliates during the syndication process will be
coordinated with the syndication effort (other than financings in connection
with a currently pending acquisition of which we have been advised) and that the
Borrower will refrain from any such financings (other than the Subordinated
Facility and the Senior Subordinated Notes) during such syndication process
unless otherwise agreed to by us. You further agree to use your reasonable
efforts to make appropriate officers and representatives of the Borrower
available to participate in information meetings for potential syndicate members
and participants at such times and places as we may reasonably request.
You represent and warrant that (a) all information (other than the
information referred to in clauses (b) and (c) of this sentence) which has been
or is hereafter made available to any of us by you or any of your
representatives in connection with the transactions contemplated hereby is and
will be complete and correct in all material respects and does not and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein taken as a whole not
materially misleading in light of the circumstances under which such statements
are made, (b) you have no knowledge that any of the information regarding the
Borrower and its subsidiaries which has been provided to you by the Borrower and
has been made available to any of us by you or any of your representatives
("Borrower Information") is not complete and correct in all material respects,
- ----------------------
and you have no
2
<PAGE>
knowledge that any such Borrower Information contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained therein taken as a whole not materially misleading in light
of the circumstances under which such statements are made, and (c) all financial
projections that have been or are hereafter provided by you and made available
to any of us or any other participants in the Senior Facilities have been or
will be prepared in good faith based upon what you believe to be reasonable
assumptions. You agree to supplement the information and projections referred to
in clauses (a), (b) and (c) above from time to time until completion of the
syndication so that the representation and warranty in the preceding sentence
remains correct. In arranging and syndicating the Senior Facilities, we will be
using and relying on such information and projections.
Each of CSI, Chase, Bear Stearns and BSCL (each, a "Covenanting Party")
-----------------
severally agrees to keep confidential the information referred to in clauses
(a), (b) and (c) of the preceding paragraph and supplements thereof except such
information that (a) is disclosed by such Covenanting Party to its officers,
employees, agents and advisors who are directly involved in the consideration of
this matter (it being understood that such persons will be informed by such
Covenanting Party of the confidential nature of such information and directed by
such Covenanting Party to treat such information as confidential), (b) is
disclosed in connection with the syndication of the Senior Facilities to
officers, employees, agents and advisors of potential or actual members or
participants of the syndicate (it being understood that the steps taken to
assure confidential treatment of such information by each potential member of
the syndicate are subject to agreement with you), (c) is compelled in a judicial
or administrative proceeding or as otherwise required by law (in which case such
Covenanting Party agrees to inform you promptly thereof), (d) has been publicly
disclosed other than in breach of this letter, (e) is available to such
Covenanting Party on a non-confidential basis from a source other than you or
(f) was available to such Covenanting Party on a non-confidential basis prior to
its disclosure by you.
We shall be entitled, after consultation with you, to change the pricing,
terms and structure of the Senior Facilities if we determine that such changes
are advisable to insure a successful syndication of the Senior Facilities;
provided that (a) the total amount of the Senior Facilities remains unchanged,
- --------
(b) the interest margins described in the Term Sheet shall not be increased by
more than 0.50% without your consent and (c) any change to the terms and
structure of the Senior Facilities shall not be made without your consent (which
shall not be unreasonably withheld). Chase's and BSCL's commitments hereunder
are subject to the agreements in this paragraph.
Chase's and BSCL's commitments hereunder and CSI's and Bear Stearns'
agreements to perform the services described herein are subject to (a) there not
occurring or becoming known to us any material adverse condition or material
adverse change in the business, operations, property, condition (financial or
otherwise) of the Borrower and its subsidiaries, taken as a whole, since
September 30, 1998, (b) our not becoming aware after the date hereof of any
information or other matter which is inconsistent in a material and adverse
manner with any information or other matter disclosed to us prior to the date
hereof, (c) there not having occurred a material disruption of or material
adverse change in financial, banking or capital market conditions that, in our
good faith opinion, could materially impair the syndication of the Senior
3
<PAGE>
Facilities, (d) the approval of the Transactions by the Board of Directors of
the Borrower, (e) the negotiation, execution and delivery on or before January
31, 2000 of definitive documentation with respect to the Senior Facilities
reasonably satisfactory to us and our counsel and (f) the other conditions set
forth in the Term Sheet. The terms and conditions of Chase's and BSCL's
commitments hereunder and of the Senior Facilities are not limited to those set
forth herein and in the Term Sheet. Those matters that are not covered by the
provisions hereof and of the Term Sheet are subject to the approval and
agreement of CSI, Chase, Bear Stearns, BSCL and you.
The reasonable costs and expenses (including, without limitation, the
reasonable fees and expenses of counsel (and, in addition, any local or special
counsel reasonably requested) to Chase, CSI, BSCL and Bear Stearns and CSI's and
Bear Stearns' syndication and reasonable other out-of-pocket expenses) arising
in connection with the preparation, execution and delivery of this letter and
the definitive financing agreements shall be for your account. You further
agree to indemnify and hold harmless each Lender (including Chase and BSCL), CSI
and Bear Stearns and each director, officer, employee, affiliate and agent
thereof (each, an "indemnified person") against, and to reimburse each
------------------
indemnified person, upon its demand, for, any losses, claims, damages,
liabilities or other expenses ("Losses") to which such indemnified person may
------
become subject insofar as such Losses arise out of or in any way relate to or
result from the Acquisition, this letter or the financing contemplated hereby,
including, without limitation, Losses consisting of reasonable legal or other
expenses reasonably incurred in connection with investigating, defending or
participating in any legal proceeding relating to any of the foregoing (whether
or not such indemnified person is a party thereto); provided that the foregoing
--------
will not apply to any Losses to the extent they are found by a final decision of
a court of competent jurisdiction to have resulted from (a) the gross negligence
or willful misconduct of such indemnified person, (b) legal proceedings
commenced against any indemnified person by any security holder or creditor
thereof solely in its capacity as such or (c) legal proceedings commenced
against the Administrative Agent or any Lender by any transferee thereof. Your
obligations under this paragraph shall remain effective whether or not
definitive financing documentation is executed and notwithstanding any
termination of this letter unless this paragraph is expressly superseded by such
definitive financing documentation. Neither Chase, CSI, BSCL, Bear Stearns nor
any other indemnified person shall be responsible or liable to you or any other
person for consequential damages which may be alleged as a result of this letter
or the financing contemplated hereby. You will also not be responsible for
consequential damages which may be alleged as a result of this letter or the
financing contemplated hereby.
The provisions of this letter are supplemented as set forth in a fee letter
dated the date hereof from us to you and an agency fee letter dated the date
hereof from Chase and CSI to you (collectively, the "Fee Letters") and are
-----------
subject to the terms of the Fee Letters. This letter shall be governed by, and
construed in accordance with, the laws of the State of New York. Without
prejudice to the next paragraph hereof, this letter shall not be assignable by
you without the prior written consent of Chase, CSI, BSCL and Bear Stearns (and
any purported assignment without such consent shall be null and void), is
intended to be solely for the benefit of the parties hereto and is not intended
to confer any benefits upon, or create any rights in favor of, any person other
than the parties hereto, except that the Borrower may be assigned your rights
and the commitments hereunder and assume your obligations under this Commitment
Letter and the Fee
4
<PAGE>
Letters (other than your obligation to assist in the syndication as provided in
the fifth paragraph hereof) by executing and delivering supplements hereto and
to the Fee Letters in a form reasonably satisfactory to us. This letter may not
be amended or waived except by an instrument in writing signed by you and each
of us. This letter may be executed in any number of counterparts, each of which
shall be an original, and all of which, when taken together, shall constitute
one agreement. Delivery of an executed signature page of this letter by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
This letter is delivered to you on the understanding that neither this
letter, the Term Sheet nor the Fee Letters nor any of their terms or substance
shall be disclosed, directly or indirectly, to any other person except (a) to
your officers, employees, agents and advisors who are directly involved in the
consideration of this matter or (b) as may be compelled in a judicial or
administrative proceeding or as otherwise required by law (in which case you
agree to inform us promptly thereof), provided that you may disclose this letter
--------
and the Term Sheet and the terms hereof and thereof to MergerCo, the Borrower
and their respective advisors in connection with the Acquisition and the other
Transactions. The foregoing restrictions shall cease to apply (except in
respect of the Fee Letters and their terms and substance) after this letter has
been accepted by you.
Upon the execution and delivery of definitive documentation with respect to
the Senior Facilities and the initial funding thereunder, your obligations under
this letter (other than the confidentiality provisions set forth above) shall
automatically terminate and be superseded by the provisions of such definitive
documentation.
If you are in agreement with the foregoing, please sign and return to Chase
the enclosed copies of this letter and the Fee Letters no later than 5:00 P.M.,
New York time, on November 5, 1999. This offer shall terminate at such time
unless prior thereto we shall have received signed copies of such letters.
5
<PAGE>
We look forward to working with you on this transaction.
Very truly yours,
CHASE SECURITIES INC.
By: /s/ Laurie R. Perper
------------------------------------------
Name: Laurie R. Perper
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Laurie R. Perper
------------------------------------------
Name: Laurie R. Perper
Title: Vice President
BEAR STEARNS & CO., INC.
By: /s/ Mark S. Lies
--------------------------------------------
Name: Mark S. Lies
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.
By: /s/ Mark S. Lies
--------------------------------------------
Name: Mark S. Lies
Title: Senior Managing Director
Accepted and agreed to as of
the date first above written:
INVESTCORP INVESTMENT EQUITY LIMITED
By: /s/ Patricia Tricarico
---------------------------
Name: The Director Ltd.
Title: Director
6
<PAGE>
CHASE SECURITIES INC.
THE CHASE MANHATTAN BANK
270 Park Avenue
New York, New York 10017
BEAR STEARNS & CO., INC.
BEAR STEARNS CORPORATE LENDING INC.
245 Park Avenue
New York, New York 10167
November 15, 1999
$325,000,000 Senior Facilities
Amendment to Term Sheet
-----------------------
Investcorp Investment Equity Limited,
on its own behalf and on behalf of
certain of its affiliates and other
international investors
c/o Investcorp Bank E.C.
P.O. Box 5460
Bahrain
Attention: Chris O'Brien and Sean Madden
Ladies and Gentlemen:
We refer to the Commitment Letter dated November 2, 1999 (the "Commitment
----------
Letter") among Chase, CSI, BSCL, Bear Stearns and you. Unless otherwise defined
- ------
herein, terms defined in the Commitment Letter are used herein as therein
defined. You and each of CSI, Chase, Bear Stearns and BSCL hereby agree that
the Term Sheet is hereby amended and restated in its entirety as attached hereto
as Exhibit A.
This letter shall be governed by, and construed in accordance with, the
laws of the State of New York. This letter may not be amended or waived except
by an instrument in writing signed by you and each of us. This letter may be
executed in any number of counterparts, each of which shall be an original, and
all of which, when taken together, shall constitute one agreement. Delivery of
an executed signature page of this letter by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
<PAGE>
You agree that this letter and its contents are subject to the
confidentiality provisions of the Commitment Letter. It is further understood
that except as expressly amended hereby, the terms and provisions of the
Commitment Letter are and shall remain in full force and effect.
2
<PAGE>
Please confirm that the foregoing is our mutual understanding by signing
and returning to us an executed counterpart of this letter.
Very truly yours,
CHASE SECURITIES INC.
By: /s/ James Yu
-----------------------------------
Name: James Yu
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Laurie B. Perper
-----------------------------------
Name: Laurie B. Perper
Title: Vice President
BEAR STEARNS & CO., INC.
By: /s/ Keith C. Barnish
-----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.
By: /s/ Keith C. Barnish
-----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
Accepted and agreed to as of
the date first above written:
INVESTCORP INVESTMENT EQUITY LIMITED
By: /s/ Sydney J. Coleman
--------------------------
Name: The Director Ltd.
Title: Director
3
<PAGE>
EXHIBIT A
---------
SYNTHETIC INDUSTRIES, INC.
$325,000,000 SENIOR FACILITIES
Summary of Principal Terms and Conditions
-----------------------------------------
PARTIES TO THE FINANCING FACILITIES
- -----------------------------------
Borrower: Synthetic Industries, Inc., a Delaware corporation
(the "Borrower").
--------
Administrative Agent: The Chase Manhattan Bank ("Chase") (in such capacity,
-----
the "Administrative Agent").
--------------------
Syndication Agent: Bear Stearns & Co., Inc. ("Bear Stearns") (in such
------------
capacity, the "Syndication Agent" and together with
-----------------
the Administrative Agent, the "Agents").
------
Co- Lead Arrangers: Chase Securities Inc. ("CSI") and Bear Stearns (in
---
such capacity, the "Co-Lead Arrangers").
-----------------
Joint Book Managers: CSI and Bear Stearns (in such capacity, the "Joint
-----
Book Managers").
-------------
Lenders: Chase, Bear Stearns Corporate Lending Inc. and such
other financial institutions as shall be selected in
the syndication (collectively the "Lenders") with the
-------
consent (which consent shall not be unreasonably
withheld) of Investcorp, S.A.
ACQUISITION AND OTHER TRANSACTIONS
- ----------------------------------
Pursuant to or in connection with an acquisition
agreement (the "Acquisition Agreement") to be entered
---------------------
into among the Borrower, Holdings and MergerCo,
MergerCo will make a tender offer for 100% of the
issued and outstanding capital stock of the Borrower
(the "Tender Offer"). The Tender Offer will be
------------
conditioned, among other things, upon 51% of the
issued and outstanding common stock of the Borrower
being acquired and will be followed as soon as
practicable after the closing of the Tender Offer (the
"Closing Date") by a merger of MergerCo with and into
------------
the Borrower (the "Merger"). After giving effect to
------
the Tender Offer the Investor Group will own and
control, indirectly, in excess of 50% of the
outstanding common stock of the Borrower. After giving
effect to the Tender Offer and the Merger
(collectively, the "Acquisition"), the Investor Group
-----------
will own and control, indirectly, 100% of the
<PAGE>
outstanding common stock of the Borrower.
In connection with the Tender Offer, (a) the Investor
Group will contribute to MergerCo an aggregate amount
of not less than $190,000,000 in common equity (the
"Equity Contribution"); (b) the Borrower and each of
-------------------
its subsidiaries will repay or repurchase in full all
its existing indebtedness other than the Existing
Notes (as defined below) and up to $12,000,000 of
capitalized leases and industrial revenue bonds) (the
"Existing Indebtedness"), including all amounts
---------------------
outstanding under the Borrower's existing Loan and
Security Agreement dated as of December 18, 1997, as
amended (the "Existing Credit Agreement"), among the
-------------------------
Borrower, the lenders named therein and certain other
parties; (d) the Existing Credit Agreement and any
related guarantees and collateral documents shall be
terminated; (e) the Borrower will make a tender offer
and, if necessary, a change of control offer
(collectively, the "Debt Tender Offer") for all its
-----------------
outstanding 9 1/4% Senior Subordinated Notes (the
"Existing Notes") pursuant to which the covenants in
--------------
the indenture governing the Existing Notes remaining
outstanding after the Debt Tender Offer shall be
waived or eliminated in a manner reasonably
satisfactory to the Agents (it being understood that
the change of control provisions will not be
eliminated); (f) the Borrower will pay tender premiums
and consent fees (the "Debt Tender Premium") in
-------------------
connection with the Debt Tender Offer in an aggregate
amount not to exceed an amount to be agreed upon (it
being understood that the Debt Tender Premium shall be
calculated in accordance with market practice on the
basis of a yield to maturity of the U.S. Treasury Note
that is due closest to the first redemption date of
the Existing Notes); (g) the Borrower will pay all
outstanding accrued and unpaid interest in connection
with its redemption of the Existing Notes tendered
pursuant to the Debt Tender Offer; (h) the Borrower
will obtain the Senior Facilities; (i) MergerCo will
borrow approximately $150,000,000 in senior
subordinated loans from one or more lenders under a
senior subordinated credit facility (the "Subordinated
------------
Facility"); and (j) costs and expenses (excluding the
--------
Debt Tender Premium) (the "Transaction Costs and
---------------------
Expenses") of approximately $55,000,000, including,
--------
but not limited to, costs and expenses of the Tender
Offer, incurred in connection with the Transactions
(as defined below) will be paid. The Acquisition and
the other transactions described in this paragraph and
the immediately preceding paragraph are collectively
referred to herein as the "Transactions".
------------
AMOUNT AND TERMS OF THE FACILITIES
- ----------------------------------
The Senior Facilities (the "Senior Facilities") are comprised of the Term Loan
-----------------
Facilities and the Revolving Credit Facility as described below.
2
<PAGE>
Term Loan Facilities
Types and Amounts of Facilities: Term Loan Facilities (the "Term Loan
---------
Facilities") in an aggregate amount of
----------
$225,000,000 (the loans thereunder, the
"Term Loans") as follows:
----------
Tranche A Term Facility: A six year term
-----------------------
loan facility (the "Tranche A Term
-------------
Facility") in an aggregate principal amount
--------
equal to $25,000,000 (the loans thereunder,
the "Tranche A Term Loans"). The Tranche A
--------------------
Term Loans shall be repayable in equal
quarterly installments in aggregate annual
amounts for each year as set forth below:
Year Annual Amount
---- -------------
1 $0
2 $3,000,000
3 $4,000,000
4 $6,000,000
5 $6,000,000
6 $6,000,000
Tranche B Term Facility: An eight year term
-----------------------
loan facility (the "Tranche B Term
--------------
Facility") in an aggregate principal amount
--------
equal to $200,000,000 (the loans
thereunder, the "Tranche B Term Loans").
--------------------
The Tranche B Term Loans shall be repayable
in equal quarterly installments in
aggregate annual amounts for each year as
set forth below:
Year Annual Amount
---- -------------
1 $0
2 $1,500,000
3 $1,500,000
4 $1,500,000
5 $1,500,000
6 $1,500,000
7 $60,000,000
8 $132,500,000
Notwithstanding the foregoing, in the event
that any Existing Notes in excess of an
amount to be agreed upon remain outstanding
on August 15, 2006, all Tranche B Term
Loans outstanding on such date shall be
paid in full.
Availability: The Term Loans shall be made in a single
drawing on the Closing Date (as defined
below).
3
<PAGE>
Purpose: The proceeds of the Term Loans shall be
used to finance a portion of the
Transactions and to pay related fees and
expenses.
Revolving Credit Facility
Type of Facility: Six year revolving credit facility for
revolving credit loans, swing line loans
and letters of credit (the "Revolving
---------
Credit Facility").
---------------
Amount: Up to $100,000,000.
Availability: Revolving credit loans (the "Revolving
---------
Credit Loans") and swing line loans (the
------------
"Swing Line Loans") may be made, and
----------------
standby and commercial letters of credit
(the "Letters of Credit") in an aggregate
-----------------
amount up to a sublimit to be determined
may be issued, under the Revolving Credit
Facility, at any time during the period
between the Closing Date and the Revolving
Credit Termination Date (as defined below);
provided that no Letter of Credit shall
--------
have an expiration date after the Revolving
Credit Termination Date.
No standby Letter of Credit shall have an
expiry date more than 365 days after its
date of issuance and no commercial Letter
of Credit shall have an expiry date more
than 120 days after its date of issuance,
or, in each case, such other duration as
may be agreed to by the Issuing Lender (as
defined below).
In addition, a portion of the Revolving
Credit Facility not in excess of an amount
to be agreed upon will be available during
the period from the Closing Date to the
Revolving Credit Termination Date as Swing
Line Loans from Chase on same-day notice.
Each other Revolving Credit Lender will be
irrevocably and unconditionally obligated
to purchase its pro rata share in any Swing
--- ----
Line Loan not repaid by the Borrower.
Maturity: The sixth anniversary of the Closing Date
(the "Revolving Credit Termination Date").
---------------------------------
Purpose: (i) Initially to finance up to $40,000,000
of the consideration paid in connection
with the Acquisition and (ii) after
completion of the Acquisition, for general
corporate purposes of the Borrower and its
subsidiaries.
GENERAL PROVISIONS
- ------------------
Interest Rate: Alternate Base Rate and, at the Borrower's
option, Eurodollar Loans will be available,
as follows:
A. Alternate Base Rate
-------------------
Interest shall be at the Alternate Base
Rate of Chase plus the
----
4
<PAGE>
applicable Interest Margin, calculated on
the basis of the actual number of days
elapsed in a year of 365 days, if
determined by reference to the prime
commercial lending rate of Chase, or in a
year of 360 days, otherwise. The Alternate
Base Rate is defined as the highest of (i)
the Federal Funds Rate, as published by
the Federal Reserve Bank of New York, plus
1/2 of 1%, (ii) the secondary market rate
for three-month certificates of deposit of
money center banks, adjusted for reserves
and assessments, plus 1% and (iii) the
prime commercial lending rate of Chase.
Alternate Base Rate drawings shall require
one business day's prior notice except for
Swing Line Loans and shall be in minimum
and incremental amounts to be determined.
B. Eurodollar Rate The Borrower may elect that all or a
portion of the Loans (other than Swing
Line Loans, which shall bear interest
based only on the Alternate Base Rate)
bear interest at a rate (grossed-up for
any reserve requirements) at which
eurodollar deposits for one, two, three or
six months or (if and when available to
all of the relevant Lenders) nine or
twelve months (as selected by the
Borrower) are offered to Chase in the
interbank eurodollar market, plus the
applicable Interest Margin.
Eurodollar Rate drawings shall require
three business days' prior notice and
shall be in minimum and incremental
amounts to be determined.
Interest Margins: The Interest Margin for each type of Loan
will be the margins per annum set forth
below:
Alternate
Eurodollar Base Rate
Loans Loans
Revolving Credit
Loans, Tranche A
Term Loans and
Swing Line Loans 3.00% 2.00%
Tranche B Term
Loans 3.50% 2.50%
The foregoing margins for Revolving Credit
Loans, Tranche A Term Loans and Swing Line
Loans shall be subject to reduction, after
a period to be agreed, by amounts, and
based on financial tests, to be
determined, provided that no Default or
Event of Default has occurred and is
continuing.
Issuing Lender: The issuing bank for the Letters of Credit
shall be Chase (in such capacity, the
"Issuing Lender").
--------------
Letter of Credit Fees: A percentage per annum equal to the
Interest Margin for Revolving Credit Loans
which are Eurodollar Loans then in effect
of the
5
<PAGE>
amount available to be drawn of each
letter of credit, payable quarterly in
arrears. Of such fees, the Issuing Lender
shall receive, for its own account, a fee
of 0.25% per annum of the face amount of
such letter of credit. Customary
administrative, issuance, amendment,
payment and negotiation charges will be
payable to the Issuing Lender for its own
account.
Collateral: The Senior Facilities, and any interest
rate protection agreements entered into
with any Lender or any affiliate of any
Lender, will be secured by a perfected
first priority security interest in (a)
all of the capital stock of the Borrower
and each of the direct and indirect
subsidiaries of the Borrower (but limited
to 65% in the case of foreign subsidiaries
of the Borrower), (b) all of the
inventory, equipment and real property
(with any exceptions to be agreed upon by
Holdings and the Administrative Agent) of
the Borrower and each of its direct and
indirect domestic subsidiaries and (c) all
other tangible and intangible assets
(including, without limitation, patents,
trademarks and tradenames) (with any
exceptions to be agreed upon by Holdings
and the Administrative Agent) of the
Borrower and such subsidiaries.
Guarantees: All obligations of the Borrower under the
credit agreement, and any interest rate
protection agreements entered into with
any Lender or any affiliate of any Lender,
will be unconditionally guaranteed by
Holdings, MergerCo and each of the direct
and indirect domestic subsidiaries of the
Borrower (the "Guarantors"; together with
----------
the Borrower, the "Loan Parties") other
------------
than subsidiaries deemed immaterial by the
Administrative Agent.
Interest Payment Dates: In the case of Loans bearing interest
based upon the Alternate Base Rate,
quarterly in arrears.
In the case of Loans bearing interest
based upon the Eurodollar Rate, on the
last day of each relevant interest period
and, in the case of any interest period
longer than three months, on each
successive date three months after the
first day of such interest period.
Default Rate: Overdue principal, interest, fees and
other amounts owing to the Administrative
Agent or any Lender will bear interest at
2% over the rate otherwise applicable
thereto. Overdue Eurodollar Loans shall be
converted to Alternate Base Rate Loans at
the end of the then current interest
period with respect thereto.
Reserve Requirements; Yield
Protection: The definitive financing agreements will
contain customary provisions relating to
increased costs, capital adequacy
protection, interest rate unavailability
and withholding and other taxes. If the
Borrower is required to pay any amounts to
any Lender pursuant to such provisions,
the Borrower will have the right to cause
the Lender seeking such payment to sell
all of its Loans and
6
<PAGE>
commitments at par plus accrued interest
and fees to a bank or other financial
institution which is or agrees to become a
Lender.
Commitment Fees: 0.50% per annum from the Closing Date for
each Lender on the average daily unused
portion of its commitment under the
Revolving Credit Facility. Commitment fees
will be payable quarterly in arrears. For
purposes of calculating the commitment
fee, Swing Line Loans shall be deemed not
to be outstanding.
The foregoing commitment fee shall be
subject to reduction, after a period to be
agreed, by amounts, and based on financial
tests, to be determined, provided that no
Default or Event of Default has occurred
and is continuing.
Fee Basis: 365 days for actual days elapsed.
Mandatory Prepayments: Term Loans shall be prepaid with:
(a) 100% of the net proceeds of any
incurrence of indebtedness (other than
permitted indebtedness), by the
Borrower or any of its subsidiaries;
(b) so long as any Term Loans are
outstanding, 50% of the net proceeds
of issuances of equity after the
Closing Date by Holdings or any of its
subsidiaries, excluding any equity
provided by the Investor Group or its
affiliates; and
(c) 100% of the net proceeds of any sale
or other disposition by the Borrower
or any of its subsidiaries of any
assets, subject to usual and customary
exceptions to be agreed upon,
including, without limitation, (i) any
sale of inventory and (ii) any sale of
obsolete or worn-out property.
Commencing with fiscal year 2001 of the
Borrower, prepayments shall also be
required annually in an amount equal to
50% of the excess cash flow (to be
defined) of the Borrower and its
subsidiaries for each fiscal year based
upon audited financial statements. Such
prepayments shall be made not later than
120 days after the end of such fiscal
year.
The amounts referred to above shall be
applied to the prepayment of the Term
Loans in a customary manner to avoid
breakage costs. Mandatory prepayments of
the Term Loans shall be applied pro rata
--- ----
to the Tranche A Term Loans and the
Tranche B Term Loans, and ratably to the
respective installments thereof.
Notwithstanding the foregoing, so long as
any Tranche A Term Loans are outstanding,
each holder of Tranche B Term Loans shall
have the right to refuse all or any
portion of such prepayment allocable to
it,
7
<PAGE>
and the amount so refused will be
applied to prepay the Tranche A Term
Loans. Mandatory prepayments of the Term
Loans may not be reborrowed.
In addition, the Senior Facilities shall
be permanently reduced by any amounts
borrowed by the Borrower or any of its
subsidiaries under an accounts receivable
securitization facility (the
"Securitization Facility").
-----------------------
Voluntary Prepayments: Permitted in whole or in part, with prior
written notice but without premium or
penalty, subject to limitations as to
minimum amounts of prepayments and
customary indemnification for breakage
costs in the case of prepayment of Loans
other than on the last day of an interest
period. Optional prepayments of the Term
Loans shall be applied pro rata to the
--- ----
Tranche A Term Loans and the Tranche B
Term Loans, and ratably to the respective
installments thereof. Notwithstanding the
foregoing, so long as any Tranche A Term
Loans are outstanding, each holder of
Tranche B Term Loans shall have the right
to refuse all or any portion of such
prepayment allocable to it, and the amount
so refused will be applied to prepay the
Tranche A Term Loans. Optional prepayments
of the Term Loans may not be reborrowed.
CERTAIN CONDITIONS
- ------------------
The availability of the Senior Facilities
will be conditioned upon, among other
things, satisfaction of the following
conditions precedent (the date upon which
such conditions are satisfied is referred
to as the "Closing Date"):
------------
(a) Usual for facilities and transactions
of this type, those specified below
and others to be reasonably agreed
upon by the Agents and Investcorp
S.A., including but not limited to
delivery of satisfactory legal
opinions, borrowing and compliance
certificates, audited and unaudited
financial statements and other
financial information to be agreed
upon; execution of guarantees, which
shall be in full force and effect;
accuracy of representations and
warranties; absence of defaults,
prepayment events or creation of
liens under debt instruments or other
agreements as a result of the
Transactions and the other
transactions contemplated hereby;
evidence of authority; material
consents of all persons; compliance
with applicable laws and regulations
(including but not limited to ERISA,
margin regulations, bank regulatory
limitations and environmental laws);
absence of any material adverse
change in the business, operations,
properties, assets, condition
(financial or otherwise) or results
of operations of the Borrower and its
subsidiaries, taken as a whole since
September 30, 1998;
8
<PAGE>
payment of fees and expenses; and
obtaining of satisfactory insurance
(including but not limited to
business interruption insurance as
reasonably requested by the Agents).
(b) The Loan Parties shall have executed
and delivered definitive financing
agreements and related documentation
with respect to the Senior Facilities
reasonably satisfactory in form and
substance to the Agents in conformity
with the material terms hereof.
(c) The Agents shall be reasonably
satisfied with the structure and
terms of the Transactions and with
the Acquisition Agreement (it being
understood that the current
description of the Transactions that
appears in this Term Sheet is
satisfactory to the Agents).
(d) The Tender Offer shall be consummated
prior to or simultaneously with the
closing under the Senior Facilities
in accordance with applicable law,
the Acquisition Agreement and all
other related documentation (without
giving effect to any material
amendments to or waivers of such
documentation not approved by the
Agents, such approval not to be
unreasonably withheld).
(e) No litigation, inquiry, injunction or
restraining order shall be pending,
entered or threatened (i) with
respect to the Acquisition and other
Transactions and the financing
arrangements and the other
transactions contemplated thereby or
(ii) which, if there is a probability
of an adverse determination, is
reasonably likely to have a material
adverse effect (a "Material Adverse
----------------
Effect") on (x) the Acquisition, the
------
other Transactions or the business,
assets, condition (financial or
otherwise), or results of operations
of the Borrower and its subsidiaries
taken as a whole, (y) their ability
to perform their obligations under
the financing agreements or (z) the
rights and remedies of the Lenders.
(f) The aggregate amount of fees and
expenses to be paid in connection
with the Acquisition, the other
Transactions and the other
transactions contemplated hereby
(excluding the Debt Tender Premium)
shall be approximately $55,000,000.
(g) After giving effect to the
Transactions and the other
transactions contemplated hereby, the
Borrower and its subsidiaries shall
have outstanding no preferred stock
and no indebtedness other than (i)
the loans and other extensions of
credit under the Subordinated
Facility or, if
9
<PAGE>
applicable, the Senior Subordinated
Notes, (ii) the loans and other
extensions of credit under the Senior
Facilities, (iii) indebtedness under
any Existing Notes that remain
outstanding, (iv) indebtedness in
connection with the Securitization
Facility in an aggregate amount not
to exceed $40,000,000 and (v) other
limited indebtedness to be agreed
upon, including, without limitation,
up to $12,000,000 of capitalized
leases and industrial revenue bonds.
(h) All conditions to the purchase of the
Existing Notes in the Debt Tender
Offer shall be satisfied prior to or
simultaneously with the closing of
the Tender Offer without giving
effect to any waiver or amendment
thereof that is adverse in any
material respect to the Lenders and
not reasonably satisfactory to the
Agents, the Borrower shall have
purchased not less than a majority in
principal amount of the Existing
Notes, the negative covenants with
respect to the Existing Notes shall
have been eliminated or modified in a
manner reasonably satisfactory to the
Agents, including, among other
things, so that, after giving effect
to the Transactions, no default or
event of default shall exist under
the Existing Notes, the Senior
Facilities or the Subordinated
Facility or, if applicable, the
Senior Subordinated Notes.
(i) The Borrower shall have furnished a
pro forma consolidated balance sheet
of the Borrower giving effect to the
Transactions to be consummated on the
Closing Date (the "Closing
-------
Transactions"), together with a
------------
certificate of the Borrower to the
effect that such pro forma balance
sheet fairly presents in all material
respects the pro forma financial
position of the Borrower and its
subsidiaries in accordance with
generally accepted accounting
principles, and such balance sheet
shall not be materially inconsistent
with the information or projections
and the financial model delivered to
the Lenders prior to the date hereof.
(j) The Borrower shall have furnished a
certificate of the senior financial
officer of the Borrower, in form and
substance reasonably satisfactory to
the Agents, which shall document the
solvency of the Borrower and its
subsidiaries after giving effect to
the Acquisition and the other
Transactions contemplated hereby as
of the Closing Date.
(k) All requisite material governmental
authorities and third parties shall
have approved or consented to the
Closing Transactions and the other
transactions contemplated hereby to
the extent required as of the Closing
Date, all
10
<PAGE>
applicable appeal periods shall have
expired and there shall be no
governmental or judicial action,
actual or threatened, that has or
could have a reasonable likelihood of
restraining, preventing or imposing
burdensome conditions on the
Transactions or the consummation of
the other transactions contemplated
hereby.
(l) The consummation of the Closing
Transactions and the other
transactions contemplated hereby
shall not (i) violate any applicable
law, statute, rule or regulation or
(ii) violate any material contractual
or other restriction to which the
Borrower or any of its subsidiaries
is subject, and the Lenders shall
have received one or more legal
opinions to such effect, satisfactory
to the Agents, from counsel to the
Borrower.
(m) The Agents shall be reasonably
satisfied, based upon the results of
the environmental diligence conducted
by the Agents and their advisors in
cooperation with the Borrower, with
respect to environmental hazards,
conditions or liabilities and
employee health and safety exposures
to which the Borrower or any of its
subsidiaries may be subject to after
giving effect to the Transactions.
(n) The Agents shall be reasonably
satisfied with the corporate and
capital structure and equity
ownership of the Borrower and its
subsidiaries (excluding the identity
and amount of equity contribution of
any person or entity in the Investor
Group) after giving effect to the
Transactions and the other
transactions contemplated hereby.
(o) MergerCo shall have received at least
$190,000,000 in common equity
proceeds from the issuance of its
common equity to the Investor Group.
(p) MergerCo shall have received at least
$150,000,000 either (i) in borrowings
from the Subordinated Facility or
(ii) in cash proceeds from the
issuance of the Senior Subordinated
Notes. The terms and conditions of
the Subordinated Facility and the
Senior Subordinated Notes (including,
but limited to, terms and conditions
relating to maturity, interest, fees,
amortization, covenants, defaults and
remedies), shall be satisfactory in
all respects to the Agents (it being
understood that the current
description of the Subordinated
Facility and the Senior Subordinated
Notes that appears in this Term Sheet
is acceptable to the Agents).
(q) The Borrower shall have furnished
unaudited consolidated balance sheets
and related statements of income,
changes in
11
<PAGE>
stockholders' equity and cash flows
of the Borrower for each fiscal month
after the fiscal quarter ended June
30, 1999 and ended 30 days before the
Closing Date, which financial
statements shall not be materially
inconsistent with the financial
statements and forecasts previously
provided to the Lenders.
(r) The Agents shall be satisfied that
Consolidated EBITDA of the Borrower
and its consolidated subsidiaries for
the twelve month period ending
September 30, 1999 shall equal or
exceed $72,000,000 from planned
continuing operations (excluding
approximately $4,300,000 in
restructuring charges taken by the
Borrower and any charges relating to
the Transactions and the other
transactions contemplated hereby),
and the Borrower shall provide
support for such calculation of a
nature that is reasonably
satisfactory to the Agents (and, in
any event, in conformity with
Regulation S-X).
(s) The Agents shall be satisfied that
the ratio of total debt to EBITDA of
the Borrower (excluding restructuring
charges of the Borrower previously
disclosed to the Agents) for the
twelve month period ending September
30, 1999 is no greater than 5.5 to
1.0, and the Borrower shall provide
support for such calculation of a
nature that is reasonably
satisfactory to the Agents (and, in
any event, in conformity with
Regulation S-X).
(t) The Administrative Agent, for the
benefit of the Lenders, shall have a
perfected security interest in all
assets as required under the heading
"Collateral" on the Closing Date.
CERTAIN COVENANTS AND EVENTS OF DEFAULT
- ---------------------------------------
The documentation relating to the Senior
Facilities will include affirmative and
negative covenants and events of default
customary for financings of this type
(which covenants will be applicable, where
appropriate, to Holdings, the Borrower and
each of the direct and indirect
subsidiaries of the Borrower, and will
contain appropriate exceptions to be
negotiated) including, without limitation:
Affirmative Covenants: Delivery of financial statements and
reports, customary accountants' letters
confirming that no default was discovered
during audit, annual budgets, officers'
certificates and other information
reasonably requested by the Lenders;
payment of taxes and other obligations;
continuation of business and maintenance of
existence, material rights and privileges;
compliance with laws;
12
<PAGE>
maintenance of books and records; right of
the Lenders to inspect property and books
and records; notices of defaults,
litigation and material events; and further
assurances (including, without limitation,
with respect to security interests in
after-acquired property).
Financial Covenants: Financial covenants (including minimum
interest coverage ratio and maximum
leverage ratio (debt to EBITDA)) having
terms to be determined, provided that the
financial covenants shall not include the
effects of certain purchase accounting
adjustments to be agreed.
Negative Covenants: Limitations (subject to mutually agreed
upon exceptions) on indebtedness, liens,
guarantee obligations, mergers, asset
dispositions, investments, loans, advances
and acquisitions, capital expenditures,
dividends and other restricted junior
payments, changes in fiscal year,
transactions with affiliates, changes in
business conducted, prepayment and
amendments of subordinated debt and changes
in the passive holding company status of
Holdings.
Events of Default: Nonpayment of principal, interest, fees or
other amounts (with appropriate grace
periods), violation of covenants (with
appropriate grace periods), material
inaccuracy of representations and
warranties, cross-default, bankruptcy,
material judgments, ERISA, actual or
asserted invalidity of any loan documents
or security interests or subordination
provisions, and change in control of the
Borrower.
CERTAIN OTHER TERMS
- -------------------
Conditions to all Loans: The making of each Loan, and the issuance
of each Letter of Credit, will be
conditioned upon (a) all representations
and warranties in the credit documentation
(including without limitation, the material
adverse change and litigation
representations) being true and correct in
all material respects and (b) there being
no default or event of default in existence
at the time of, or after giving effect to
the making of, such extension of credit.
Representations and Warranties: Customary for financings of this type
(including, without limitation, no material
adverse change and Year 2000 matters).
Assignments and Participations: Each Lender may assign all or a portion of
its Loans and commitments under the Senior
Facilities, or sell participations therein
(in each case which shall not have to be
pro rata among the Senior Facilities), to
another person or persons provided that (i)
each such assignment shall, unless
otherwise agreed by the Administrative
Agent and the Borrower, be in a minimum
amount to be agreed upon and shall be
subject to certain conditions (including,
without limitation, in the case of an
assignment to
13
<PAGE>
person that is not an Lender or an
affiliate of a Lender, the consent of the
Administrative Agent and the Borrower,
which consent shall not be unreasonably
withheld) and (ii) no purchaser of a
participation shall have the right to
exercise or cause the exercise of voting
rights in respect of the Senior Facilities
(except as to certain basic economic
issues). In the case of partial assignments
(other than to another Lender or an
affiliate of a Lender), the minimum
assignment amount shall be $5,000,000
unless otherwise agreed by the Borrower and
the Administrative Agent.
Governing Law: State of New York.
Required Lenders: 51%. Special voting provisions will be
included for amendments to the application
of mandatory prepayments.
Expenses: The financing agreements will provide that
the Borrower will pay (i) all of the
reasonable expenses, including without
limitation, reasonable fees and expenses of
one counsel, incurred by the Co-Lead
Arrangers, the Joint Book Managers and the
Agents in connection with the negotiation
and documentation of the Senior Facilities
and the financing agreements therefor, (ii)
all of the reasonable expenses, including
without limitation, reasonable fees and
expenses of counsel, incurred by the
Administrative Agent in connection with the
administration of the Senior Facilities or
in connection with any amendments, waivers,
work-outs or restructurings in respect
thereof and (iii) all expenses incurred by
the Administrative Agent and the Lenders in
connection with the protection, exercise or
enforcement of any right or remedy or any
foreclosure, collection or bankruptcy
proceedings in respect thereof.
Counsel to the Agents: Simpson Thacher & Bartlett.
Indemnity: The Borrower will indemnify, pay and hold
harmless the Agents, the Co-Lead Arrangers,
the Joint Book Managers, the Issuing Lender
and the Lenders (and their respective
directors, officers, employees and agents)
against any loss, liability, cost or
expense (a "Loss") as customary for
----
transactions of this type incurred in
respect of the financing contemplated
hereby or the use or the proposed use of
proceeds thereof; provided that the
--------
foregoing will not apply to any Losses to
the extent they are found by a final
decision of a court of competent
jurisdiction to have resulted from (i) the
gross negligence or willful misconduct of
such indemnified person, (ii) legal
proceedings commenced against any
indemnified person by any security holder
or creditor thereof solely in its capacity
as such or (iii) legal proceedings
commenced against the Administrative Agent
or any Lender by any transferee thereof.
14
<PAGE>
November 16, 1999
$325,000,000 Senior Facilities
Assignment of Commitment
Chase Securities Inc.
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Bear Stearns & Co., Inc.
Bears Stearns Corporate Lending Inc.
245 Park Avenue
New York, New York 10167
Investcorp Investment Equity Limited,
On its own behalf and on behalf of
certain of its affiliates and other
international investors
c/o Investcorp Bank E.C.
P.O. Box 5460
Bahrain
Ladies and Gentlemen:
Reference is made to the Commitment Letter dated November 2, 1999 (the
"Commitment Letter," capitalized terms used but not defined herein are used with
-----------------
the meanings assigned to them in the Commitment Letter) addressed by the Chase
Manhattan Bank ("Chase"), Chase Securities Inc. ("CSI"), Bear Stearns Corporate
Lending Inc. ("BSCL") and Bear Stearns & Co., ("Bear Stearns") to Investcorp
Investment Equity Limited ("Investcorp").
Fleet National Bank (the "Additional Lender") hereby commits (the
-----------------
"Additional Commitment") to provide 27.692% ($90,000,000) of the Senior
Facilities on the terms and conditions specified in the Commitment Letter and
the Term Sheet (as amended and restated as of November 15, 1999) subject to
satisfactory documentation. It is agreed that the amount of Chase's and BSCL's
commitment in respect of the Senior Facilities shall be reduced, pro rata,
effective on the date hereof, by the amount of the Additional Commitment
allocated thereto. The Additional Lender shall be a Lender for purposes of the
Commitment Letter and each of Chase, CSI, BSCL, Bear Stearns and Investcorp
confirm that the Additional Lender is acceptable to them. It is further agreed
that, notwithstanding anything to the contrary in the Commitment Letter, the
Additional Lender shall act as Documentation Agent in respect of the Senior
Facilities, and shall be listed in such capacity on the cover, and in the
contents, of the confidential information memorandum distributed in connection
with the syndication of the Senior Facilities.
The provisions of this Letter are supplemented as set forth in a Fee
Letter dated the date hereof from us to you (the "Additional Fee Letter") and
---------------------
are subject to the terms of the Additional Fee Letter.
Investcorp confirms that the Additional Lender shall be a beneficiary
of all representations and warranties made by Investcorp in the Commitment
Letter and that the Additional Lender, its affiliates and their respective
officers, directors, employees, advisors and agents shall be indemnified by
Investcorp to the same extent set forth in the Commitment Letter with respect to
the indemnified persons referred to therein.
<PAGE>
This Letter may not be amended or waived except by an instrument in
writing signed by each party hereto. This Letter shall be governed by, and
construed in accordance with the laws of the State of New York. This Letter may
be executed in any number of counterparts, each of which shall be an original,
and all of which when taken together shall constitute one agreement. Delivery
of an executed signature page of the Letter by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
Investcorp and the Additional Lender agree to keep this Letter and its
terms and substance confidential on the same basis as confidentiality provisions
applicable to the Commitment Letter and set forth therein.
2
<PAGE>
hereof.
Very truly yours,
FLEET NATIONAL BANK
By:/s/ Robert C. Megan
-------------------
Name: Robert C. Megan
Title: Managing Director
Date of Acceptance: November 16, 1999
Accepted and agreed to as of
the date first written above by:
CHASE SECURITIES INC.
By:/s/ James Yu
------------
Name: James Yu
Title: Vice President
CHASE MANHATTAN BANK
By:/s/ Laurie B. Perper
--------------------
Name: Laurie B. Perper
Title: Vice President
BEAR STEARNS & CO, INC.
By: /s/ Keith Barnish
-----------------
Name: Keith Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.
By: /s/ Keith Barnish
-----------------
Name: Keith Barnish
Title: Senior Managing Director
INVESTCORP INVESTMENT EQUITY LIMITED
By: /s/ Sydney J. Coleman
----------------------
Name: The Director Ltd.
Title: Director
3
