Exhibit 10.9
Execution Copy
AMENDMENT, dated as of June 22, 1998 (this "AMENDMENT"), to
the Credit Agreement, dated as of October 30,1996 (as the same may be amended,
supplemented, waived or otherwise modified from time to time, the "CREDIT
AGREEMENT"; capitalized terms used herein but not otherwise defined herein shall
be as defined in the Credit Agreement), among THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ COMPANY, a
Massachusetts corporation ("CARTER'S" or the "COMPANY"), as successor by merger
to TWCC ACQUISITION CORP., a Massachusetts corporation, the several lenders from
time to time parties thereto (the "LENDERS"), CHASE SECURITIES INC. ("CSI") and
BT SECURITIES CORPORATION ("BTSC"), as arrangers (the "ARRANGERS"), CSI, as
advisor to the Company in connection with the Merger (as defined in the Credit
Agreement) and the other transactions contemplated by the Credit Agreement,
BANKERS TRUST COMPANY, as syndication agent (in such capacity, the "SYNDICATION
AGENT"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. ("▇▇▇▇▇▇▇ SACHS"), as documentation
agent (in such capacity, the "DOCUMENTATION AGENT") and THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent for the Lenders
(in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make certain loans and other extensions of credit to the Company;
WHEREAS, the Company has requested that the Lenders amend the
Credit Agreement to, among other things, (i) increase aggregate Revolving Credit
Commitments to $65,000,000, (ii) provide that the Applicable Margin and
commitment fees be based upon the financial leverage of the Company, (iii)
increase the Letter of Credit sublimit to $15,000,000, (iv) permit the Company
to retain Net Proceeds from the possible sale of its Textile Operations (as
defined herein) subject to certain terms and conditions and (v) increase the
Base Amount in respect of Capital Expenditures to $20,000,000 for each fiscal
year of the Company;
WHEREAS, the Lenders are willing to agree to the requested
amendments, but only upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises contained
herein, the parties hereto agree as follows:
I. AMENDMENTS TO THE CREDIT AGREEMENT.
1. DEFINED TERMS. Unless otherwise defined herein,
capitalized terms which are defined in the Credit Agreement are used herein
as defined therein.
2. AMENDMENT TO SUBSECTION 1.1 (DEFINED TERMS). Subsection 1.1
of the Credit Agreement is hereby amended by (a) deleting clause (b) from the
definition of "Net Proceeds" therein in its entirety and substituting in lieu
thereof the following clause (b):
"(b) any Asset Sale, excluding (i) any net proceeds received upon any
condemnation or exercise of rights of eminent domain to the extent the
same shall be deemed not to constitute Net Proceeds pursuant to the
proviso to subsection 8.5(d), (ii) any proceeds of insurance received upon
any casualty or loss, (iii) any net proceeds consisting of repayments or
prepayments, in whole or in part, of loans permitted under subsection
8.6(g) or any interest or other amounts paid in respect of such loans and
(iv) any net proceeds received from the sale or other disposition of the
Textile Operations not to exceed $30,000,000 in the aggregate (including
any net proceeds consisting of principal repayments or prepayments under
clause (iii)) PROVIDED that, in the case of clause (iv), (x) such net
proceeds (excluding any net proceeds under clause (iii)) are reinvested in
new or existing properties within eighteen months and (y) the Senior
Leverage Ratio based upon the date of the most recent financial statements
delivered to the Administrative Agent pursuant to subsection 7.1(c) prior
to the date of receipt of such net proceeds (excluding any net proceeds
under clause (iii)) shall be less than 2.50 to 1.00;";
(b) deleting the definitions of "Applicable Margin" and
"Revolving Credit Commitment" therein in their entirety and substituting in lieu
thereof in proper alphabetical order the following:
"APPLICABLE MARGIN": for any day, with respect to any Term
Loan, Revolving Credit Loan or Swing Line Loan of the Types set forth
below, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under each
caption for Term Loans, Revolving Credit Loans or Swing Line Loans, as the
case may be, of "Alternate Base Rate Loan" or "Eurodollar Loan" or under
the caption "Commitment Fee Rate", as the case may be, based upon the
Total Leverage Ratio as set forth under the relevant column heading below:
---------------------------- --------------- -------------- -------------- ------------ ----------- -----------
REVOLVING REVOLVING SWING COMMITMENT
TOTAL LEVERAGE RATIO: CREDIT LOANS CREDIT LOANS TERM LOANS TERM LOANS LINE LOANS FEE RATE
Alternate Eurodollar Alternate Eurodollar Alternate
Base Rate Loan Loan Base Loan Base Loan
Rate Loan
---------------------------- --------------- -------------- -------------- ------------ ----------- -----------
4.75 and above 1.50% 2.50% 1.75% 2.75% 1.50% 0.50%
---------------------------- --------------- -------------- -------------- ------------ ----------- -----------
4.25 and above but less 1.25% 2.25% 1.50% 2.50% 1.25% 0.50%
than 4.75
---------------------------- --------------- -------------- -------------- ------------ ----------- -----------
4.00 and above but less 1.00% 2.00% 1.25% 2.25% 1.00% 0.50%
than 4.25
---------------------------- --------------- -------------- -------------- ------------ ----------- -----------
3.50 and above but less 0.75% 1.75% 1.00% 2.00% 0.75% 0.375%
than 4.00
---------------------------- --------------- -------------- -------------- ------------ ----------- -----------
less than 3.50 0.50% 1.50% 1.00% 2.00% 0.50% 0.375%
---------------------------- --------------- -------------- -------------- ------------ ----------- -----------
2
The Applicable Margin for any date shall be determined by reference to the
Total Leverage Ratio as of the last day of the fiscal quarter most
recently ended, and any change in the Applicable Margin shall become
effective upon the delivery to the Administrative Agent of a certificate
of the chief financial officer of the Company pursuant to subsection
7.2(b) (which certificate may be delivered prior to delivery of the
relevant financial statements) with respect to the financial statements to
be delivered pursuant to subsection 7.1(a) and (b) for the most recently
ended fiscal quarter or fiscal year, as the case may be, (x) setting forth
in reasonable detail the calculation of the Total Leverage Ratio at the
end of such fiscal quarter and (y) stating that the signer has reviewed
the terms of this Agreement and other Credit Documents and has made, or
caused to be made under his supervision, a review in reasonable detail of
the transactions and condition of the Company and its Subsidiaries during
the applicable fiscal quarter, and that the signer does not have knowledge
of the existence as of the date of such officers' certificate of any Event
of Default or Default and any such change in the Applicable Margin shall
apply (i) in the case of Alternate Base Rate Loans, to Alternate Base Rate
Loans outstanding on such delivery date or made on and after such delivery
date, (ii) in the case of Eurodollar Loans, to Eurodollar Loans
outstanding on such delivery date or made on and after such delivery date
and (iii) in the case of commitment fees, to the Available Revolving
Credit Commitments on and after such delivery date in accordance with
subsection 3.2. It is understood that the foregoing certificate of the
chief financial officer shall be permitted to be delivered prior to, but
in no event later than, the time of the actual delivery of the financial
statements required to be delivered pursuant to subsection 7.1.
Notwithstanding the foregoing, (i) at all times from the date of
effectiveness of the Amendment, dated as of June 22, 1998, to this
Agreement to the date on which the chief financial officer delivers the
certificate set forth in the first sentence of this paragraph in respect
of the financial statements delivered pursuant to subsection 7.1 for the
fiscal year of the Company ended January 2, 1999, the Applicable Margin
shall be (v) for Revolving Credit Loans which are Eurodollar Loans, 2.25%,
(w) for Revolving Credit Loans and Swing Line Loans which are Alternate
Base Rate Loans, 1.25%, (x) for Term Loans which are Eurodollar Loans,
2.50%, (y) for Term Loans which are Alternate Base Rate Loans, 1.50% and
(z) with respect to commitment fees payable hereunder, 0.50% or (ii) if
the Company fails to deliver the certificate required under subsection
7.2(b) with respect to a fiscal quarter or fiscal year, as the case may
be, then the Applicable Margin shall be (x) during the period from the
date upon which such certificate was required to be delivered until the
date upon which it actually is delivered, the Applicable Margin in effect
immediately prior to the date such certificate was due, and (y) if such
certificate, when actually delivered, would have required an increase in
the Applicable Margin over the Applicable Margin in effect immediately
prior to the date such certificate was due, the Company shall promptly
following the delivery of such certificate pay to the Lenders and the
Administrative Agent any additional amounts of interest or fees which
would have been payable on any previous Interest Payment Date had such
higher Applicable Margin been in effect from the date such certificate was
required to be delivered."
"REVOLVING CREDIT COMMITMENT": as to any Lender, its obligations to
make Revolving Credit Loans to the Company pursuant to subsection 3.1, and
to purchase its L/C Participating Interest in any Letter of Credit, in an
aggregate amount not to exceed the amount set forth under such Lender's
name in Schedule I opposite the caption "Revolving Credit Commitment" or
in Schedule 1 to the Assignment and Acceptance by which such Lender
acquired its Revolving Credit Commitment, as the same may be reduced from
time to time pursuant to subsection 4.3 or 4.4(b) or adjusted pursuant to
subsection 11.6(c); collectively, as to all the Lenders, the "REVOLVING
CREDIT COMMITMENTS". In no event shall the aggregate Revolving Credit
Commitments of all Lenders exceed $65,000,000 at any time."; and
3
(c) adding the following definitions of "Consolidated Senior
Funded Indebtedness", "Senior Leverage Ratio", "Textile Operations" and "Total
Leverage Ratio" thereto in proper alphabetical order:
"CONSOLIDATED SENIOR FUNDED INDEBTEDNESS": at a particular date,
Consolidated Funded Indebtedness MINUS subordinated indebtedness, if any,
of the Company and its Subsidiaries."
"SENIOR LEVERAGE RATIO": at any date, the ratio of average
Consolidated Senior Funded Indebtedness of the Company and its
Subsidiaries for the period of twelve consecutive fiscal months most
recently ended prior to such date to Consolidated EBITDA for the four
consecutive fiscal quarters ended as of such date; PROVIDED that with
respect to any acquisition permitted by subsection 8.7, the last four
fiscal quarters of Consolidated EBITDA (as may be adjusted for post
acquisition cost savings reasonably agreed to by the Company and the
Administrative Agent) of the acquired company shall be added for the
purposes of calculating this ratio; PROVIDED, FURTHER, that, average
Consolidated Senior Funded Indebtedness for a period of twelve consecutive
fiscal months shall be determined by dividing (a) the aggregate of
Consolidated Senior Funded Indebtedness as of the last day of each of the
twelve consecutive fiscal months by (b) 12 for the purpose of calculating
this ratio."
"TEXTILE OPERATIONS": all or a substantial portion of the real and
personal property used in connection with the textile operations conducted
by the Company at its facility located at Railroad Street, Barnesville,
Georgia."
"TOTAL LEVERAGE RATIO": at any date, the ratio of average Consolidated
Funded Indebtedness of the Company and its Subsidiaries for the period of
twelve consecutive fiscal months most recently ended prior to such date to
Consolidated EBITDA for the four consecutive fiscal quarters ended as of
such date; PROVIDED that with respect to any acquisition permitted by
subsection 8.7, the last four fiscal quarters of Consolidated EBITDA (as
may be adjusted for post acquisition cost savings reasonably agreed to by
the Company and the Administrative Agent) of the acquired company shall be
added for the purposes of calculating this ratio; PROVIDED, FURTHER, that
average Consolidated Funded Indebtedness for a period of twelve
consecutive fiscal months shall be determined by dividing (a) the
aggregate of Consolidated Funded Indebtedness as of the last day of each
of the twelve consecutive fiscal months by (b) 12 for the purposes of
calculating this ratio.".
3. AMENDMENT TO SUBSECTION 3.1 (REVOLVING CREDIT
COMMITMENTS). Subsection 3.1 of the Credit Agreement is hereby amended by
deleting the second sentence in paragraph (a) thereof in its entirety and
substituting in lieu thereof the following sentence:
"Notwithstanding the above, in no event shall any Revolving Credit
Loans be made, or Letter of Credit be issued, if the aggregate amount of
the Revolving Credit Loans to be made or Letter of Credit to be issued
would, after giving effect to the use of proceeds, if any, thereof, exceed
the aggregate Available Revolving Credit Commitments nor shall any Letter
of Credit be issued if after giving effect thereto the sum of the undrawn
amount of all outstanding Letters of Credit and the amount of all L/C
Obligations would exceed $15,000,000.".
4. AMENDMENT TO SUBSECTION 4.4 (OPTIONAL AND MANDATORY
PREPAYMENTS; REPAYMENTS OF TERM LOANS). Subsection 4.4 of the Credit
Agreement is hereby amended by adding the following sentence to the end of
clause (iv) of paragraph (b) thereof:
4
"For purposes of this clause (iv), any gain from the sale or other
disposition of the Textile Operations shall be excluded from the
calculation of Excess Cash Flow.".
5. AMENDMENT TO SUBSECTION 7.2 (CERTIFICATES; OTHER
INFORMATION). Subsection 7.2 of the Credit Agreement is hereby amended by
deleting paragraph (b) thereof in its entirety and substituting in lieu
thereof the following paragraph (b):
"(b) within 15 days of the delivery of the financial statements
referred to in subsection 7.1(a) and (b) (except that the certificate
referred to in clause (iii) below shall be delivered concurrently with
such financial statements and the certificate in clause (vi) may be
delivered prior to delivery of such financial statements), a certificate
of the chief financial officer of the Company stating that, to the best of
such officer's knowledge, during such period (i) no Subsidiary has been
formed or acquired (or, if any such Subsidiary has been formed or
acquired, the Company has complied with the requirements of subsection 7.9
with respect thereto), (ii) neither the Company nor any of its
Subsidiaries has changed its name, its principal place of business, its
chief executive office or the location of any material item of tangible
Collateral without complying with the requirements of this Agreement and
the Security Documents with respect thereto, (iii) each of the Company and
its Subsidiaries has observed or performed all of its respective covenants
and other agreements, and satisfied every material condition, contained in
this Agreement, the Notes and the other Credit Documents to be observed,
performed or satisfied by it, and that such officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate, (iv) showing in detail as of the end of the related fiscal
period the figures and calculations supporting such statement in respect
of clause (e) of subsection 8.1, clauses (b) and (e) of subsection 8.3,
subsections 8.7 through 8.11 and clause (vi) of this subsection 7.2(b) and
any other calculations reasonably requested by the Administrative Agent
with respect to the quantitative aspects of the other covenants contained
herein, (v) if not specified in the financial statements delivered
pursuant to subsection 7.1, specifying the aggregate amount of interest
paid or accrued by the Company and its Subsidiaries, and the aggregate
amount of depreciation, depletion and amortization charged on the books of
the Company and its Subsidiaries, during such accounting period and (vi)
setting forth the Total Leverage Ratio as of the last day of such fiscal
quarter or fiscal year, as the case may be, for purposes of determining
the `Applicable Margin' as defined in this Agreement;".
6. AMENDMENT TO SUBSECTION 8.4 (PROHIBITION OF FUNDAMENTAL
CHANGES). Subsection 8.4 of the Credit Agreement is hereby amended by
inserting in the fifth line thereof the phrase "or (h)" immediately after the
phrase "except (a) for the transactions otherwise permitted pursuant to
clause (b)" therein.
7. AMENDMENT TO SUBSECTION 8.5 (PROHIBITION ON SALE OF
ASSETS). Subsection 8.5 of the Credit Agreement is hereby amended by (a)
deleting the second occurrence of the word "and" from paragraph (f) thereof, (b)
deleting the period at the end of paragraph (g) thereof and substituting in lieu
thereof the phrase "; and", and (c) by adding the following paragraph (h) to the
end thereof:
"(h) for the sale or other disposition of the Textile Operations at
least 66 2/3% of the aggregate consideration for which shall consist of
cash.".
8. AMENDMENT TO SUBSECTION 8.6 (LIMITATION ON INVESTMENTS,
LOANS AND ADVANCES). Subsection 8.6 of the Credit Agreement is hereby amended by
(a) deleting the final occurrence of the word "and" from paragraph (e) thereof,
(b) deleting the period at the end of paragraph (f) thereof and
5
substituting in lieu thereof the phrase "; and", and (c) by adding the
following paragraph (g) to the end thereof:
"(g) the Company may make loans to purchasers of the Textile Operations
not to exceed $10,000,000 in aggregate principal amount at any time on
terms reasonably satisfactory to the Administrative Agent and solely for
the purpose of financing the acquisition of the Textile Operations.".
9. AMENDMENT TO SUBSECTION 8.7 (CAPITAL EXPENDITURES).
Subsection 8.7 of the Credit Agreement is hereby amended by (a) deleting the
table set forth therein in its entirety and substituting in lieu thereof the
following table:
"Fiscal Year
or Period Base Amount
--------- -----------
1998 $20,000,000
1999 $20,000,000
2000 $20,000,000
2001 $20,000,000
2002 $20,000,000
January 1, 2003 to $20,000,000"; and
October 31, 2003
(b) adding the phrase "and (h)" to the end of the second
proviso thereto.
10. AMENDMENT TO SCHEDULE I OF THE CREDIT AGREEMENT (LIST OF
ADDRESSES FOR NOTICES; LENDING OFFICES; COMMITMENT AMOUNTS). Schedule I of the
Credit Agreement is hereby amended by deleting such Schedule in its entirety and
substituting in lieu thereof Schedule I set forth on Annex A attached hereto.
II. GENERAL PROVISIONS.
6
1. REPRESENTATIONS AND WARRANTIES. On and as of the date
hereof and after giving effect to this Amendment, the Company hereby confirms
and reaffirms that the representations and warranties set forth in Section 5 of
the Credit Agreement are true and correct in all material respects, except to
the extent that such representations and warranties expressly relate to a
specific earlier date in which case the Company hereby confirms and reaffirms
that such representations and warranties are true and correct in all material
respects as of such earlier date.
2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This
Amendment shall become effective upon satisfaction of the following
conditions:
(a) The Administrative Agent shall have received counterparts of this
Amendment duly executed and delivered by the Company, the Administrative
Agent and the Lenders;
(b)(i) The Administrative Agent shall have received, for the
account of the Lenders, all fees due and payable to the Lenders; and
(ii) The Administrative Agent shall have received all other fees,
expenses and other consideration required to be paid or delivered to the
Administrative Agent on or before the date of effectiveness of this
Amendment.
3. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement are and
shall remain in full force and effect. The amendments provided for herein are
limited to the specific subsections of the Credit Agreement specified herein and
shall not constitute a consent, amendment or waiver of, or an indication of the
Lenders' willingness to consent to, amend or waive, any other provisions of the
Credit Agreement or the same subsections for any other date or time period
(whether or not such other provisions or compliance with such subsections for
another date or time period are affected by the circumstances addressed in this
Amendment).
4. EXPENSES. The Company agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and expenses incurred in
connection with the preparation and delivery of this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
5. COUNTERPARTS. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by the parties hereto shall be delivered to the Company and the
Administrative Agent.
6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
7
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President & CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent, Issuing Lender and a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
BANKERS TRUST COMPANY, as Syndication Agent and
as a Lender
By: /s/ ▇▇▇▇▇▇▇ SHEFIN
------------------------------
▇▇▇▇▇▇▇ Shefin
Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P., as Documentation
Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Authorized Signatory
8
ANNEX A
Schedule 1 to the
Credit Agreement
----------------
LENDERS, ADDRESSES AND COMMITMENTS
Revolving Credit Term Loan
Commitment Commitment (a) Total
THE CHASE MANHATTAN BANK $12,350,000.00 ------------ $ 12,350,000.00
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
BANKERS TRUST COMPANY $11,050,000.00 ------------ $ 11,050,000.00
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. $10,400,000.00 ------------ $ 10,400,000.00
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇▇▇ ▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
FIRST UNION NATIONAL BANK $10,400,000.00 ------------ $ 10,400,000.00
One First Union Center
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
THE FIRST NATIONAL BANK OF BOSTON $10,400,000.00 ------------ $ 10,400,000.00
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
FLEET BANK NATIONAL ASSOCIATION $10,400,000.00 ------------ $ 10,400,000.00
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
------------------
(a) The amounts stated under this heading are the actual principal amounts of
Term Loans outstanding on June 22, 1998.
9
Revolving Credit Term Loan
Commitment Commitment Total
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME ------------ $ 7,056,000.00 $ 7,056,000.00
RATE INCOME TRUST
c/o ▇▇▇ ▇▇▇▇▇▇ American Capital
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Att. ▇▇▇▇ ▇▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE ------------ $ 6,174,000.00 $ 6,174,000.00
FUND, INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇ ▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
ML CLO XII PILGRIM AMERICA (CAYMAN) ------------ $ 6,174,000.00 $ 6,174,000.00
LTD.
Pilgrim America Investments Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
ML CBO IV (CAYMAN) LTD. ------------ $ 6,174,000.00 $ 6,174,000.00
Protective Asset Management
Two Galleria Tower
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇ #▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
PAMCO CAYMAN LTD. ------------ $ 6,174,000.00 $ 6,174,000.00
Two Galleria Tower
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇ #▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇ ▇▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
PRIME INCOME TRUST ------------ $ 6,174,000.00 $ 6,174,000.00
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Revolving Credit Term Loan
Commitment Commitment Total
SENIOR DEBT PORTFOLIO ------------ $ 6,174,000.00 $ 6,174,000.00
Boston Management and Research
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Total Allocation $65,000,000.00 $44,100,000.00 $109,100,000.00
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FIRST UNION NATIONAL BANKERS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
THE FIRST UNION NATIONAL BANKER OF BOSTON
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇ ▇▇▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇▇▇
Director
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President & Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
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ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: /s/ ▇▇▇▇▇▇ TIFFEN
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▇▇▇▇▇▇ Tiffen
Senior Vice President
ML CBO IV (CAYMAN) LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇ CFA
Executive Vice President
PAMCO CAYMAN LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇ CFA
Executive Vice President
PRIME INCOME TRUST
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Authorized Signatory
SENIOR DEBT PORTFOLIO
By: /s/ PAYSON ▇. ▇▇▇▇▇▇▇▇▇
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Payson ▇. ▇▇▇▇▇▇▇▇▇
Vice President
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