EXHIBIT 10.5
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of February 25, 2002 (this "Amendment")
amends the Second Amended and Restated Credit Agreement dated as of August 14,
2000 (the "Credit Agreement") among Synagro Technologies, Inc. (the "Company"),
various financial institutions (the "Banks") and Bank of America, N.A., as
administrative agent (in such capacity, the "Administrative Agent"). Terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein.
WHEREAS, the Company, the Banks and the Administrative Agent have
entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement to (a)
add the parties listed on the signatures hereof under the heading "New Banks"
(collectively the "New Banks") as "Banks" thereunder and (b) make certain other
changes as more fully set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 3, the Credit Agreement shall be amended as
follows:
1.1 Addition of Definitions. The following new definitions are added to
Section 1.1 of the Credit Agreement in proper alphabetical sequence:
"Non-Recourse Debt means the Rhode Island Non-Recourse Debt
and the SPV Non-Recourse Debt.
Sale-Leaseback Transaction means the sale by the Company
and/or one or more Subsidiaries of railcars, containers or other mobile
equipment and the concurrent lease, as lessee, of such equipment by the
Company and/or one or more Subsidiaries pursuant to a lease which (a)
is treated as an operating lease for financial reporting purposes (as
determined pursuant to Statement of Financial Accounting Standards No.
13), (b) has a term (or which is renewable or extendible solely at the
option of the lessee for a total period) of not less than five years,
(c) has covenants and defaults no more restrictive than this Agreement,
has amortization reasonably satisfactory to the Administrative Agent
and (d) has an imputed interest rate (absent default) not exceeding
LIBOR (as quoted on Telerate Page 3750 or any similar service) plus 5%.
SPV means a Subsidiary of the Company whose organizational
documents limit the activities of such Subsidiary to the development,
operation or purchase of SPV Assets and activities related thereto.
SPV Asset means, with respect to any SPV, any facility or
other asset developed, owned or purchased by such SPV in compliance
with the terms of its organizational documents.
SPV Non-Recourse Debt means, with respect to any SPV, Debt
incurred by such SPV for the purpose of financing the development,
operation or purchase of SPV Assets which is non-recourse to the
Company and its other Subsidiaries (except for customary warranties and
performance guaranties (so long as such guaranties are not guaranties
of payment obligations of such SPV) given in connection with
non-recourse Debt) and which, in any event, has terms reasonably
acceptable to the Administrative Agent.
1.2 Amendments to Definitions.
(a) The definition of "Applicable Asset Sale Proceeds" is amended by
(i) deleting the word "and" at the end of clause (i) and substituting a
semicolon therefor, (ii) redesignating the existing clause (ii) as clause "(iv)"
and (iii) inserting the following new clauses (ii) and (iii):
"(ii) 50% of the Net Cash Proceeds from the Sale-Leaseback Transaction;
(iii) 100% of the Net Cash Proceeds from any sale of receivables
permitted by Section 10.11(f); and".
(b) The definition of "EBITDA" is amended by (i) deleting the reference
to "Interest Expense" therein and substituting "interest expense" therefor and
(ii) deleting the words "the Rhode Island" before the words "Non-Recourse Debt"
therein.
(c) The definitions of "Fixed Charge Coverage Ratio" and "Funded Debt"
are amended by deleting the words "the Rhode Island" before the words
"Non-Recourse Debt" therein.
(d) The definition of "Interest Expense" is amended in its entirety to
read as follows:
"Interest Expense means, as to any Person for any period, the
consolidated interest expense of such Person and its Subsidiaries for
such period (including all imputed interest on Capital Leases),
excluding, in the case of the Company, any portion thereof attributable
to the Baltimore Bonds and the Non-Recourse Debt."
(e) The definition of "Revolving Commitment Amount" is amended in its
entirety to read as follows:
"Revolving Commitment Amount means $50,000,000, as such amount
may be changed from time to time pursuant to Section 6.2."
1.3 Amendment to Section 2.1.2. The proviso to Section 2.1.2 is amended
in its entirety to read as follows:
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"; provided that (i) the aggregate Stated Amount of all
Letters of Credit shall not at any time exceed $50,000,000 and (ii) the
Revolving Outstandings shall not at any time exceed the Revolving
Commitment Amount".
1.4 Amendments to Section 6.
(a) The caption of Section 6 is amended in its entirety to read
"REPAYMENT OF LOANS; CHANGE IN OR TERMINATION OF THE COMMITMENTS; PREPAYMENTS".
(b) The caption of Section 6.2 is amended in its entirety to read
"Changes in the Commitments".
(c) A new Section 6.2.6 is added to read as follows:
"6.2.6 Optional Increase in Revolving Commitments. The Company
may, from time to time, by means of a letter delivered to the
Administrative Agent substantially in the form of Exhibit I, request
that the Revolving Commitment Amount be increased to up to $60,000,000
by (a) increasing the Revolving Commitment of one or more Banks which
have agreed to such increase and/or (b) adding one or more commercial
banks or other Persons as a party hereto (each an "Additional Bank")
with a Revolving Commitment in an amount agreed to by any such
Additional Bank; provided that no Additional Bank shall be added as a
party hereto without the written consent of the Administrative Agent
(which shall not be unreasonably withheld) or if an Event of Default or
an Unmatured Event of Default exists. Any increase in the Revolving
Commitment Amount pursuant to this Section 6.2.6 shall be effective
three Business Days after the date on which the Administrative Agent
has received and accepted the applicable increase letter in the form of
Annex 1 to Exhibit I (in the case of an increase in the Revolving
Commitment of an existing Bank) or assumption letter in the form of
Annex 2 to Exhibit I (in the case of the addition of a commercial bank
or other Person as a new Bank). The Administrative Agent shall promptly
notify the Company and the Banks of any increase in the amount of the
Revolving Commitment Amount pursuant to this Section 6.2.6 and of the
Revolving Commitment and Revolving Percentage of each Bank after giving
effect thereto. The Company acknowledges that, in order to maintain
Loans in accordance with each Bank's Revolving Percentage, a
reallocation of the Revolving Commitments as a result of a non-pro-rata
increase in the Revolving Commitment Amount may require prepayment of
all or portions of certain Loans on the date of such increase (and any
such prepayment shall be subject to the provisions of Section 8.4)."
1.5 Amendment to Section 10.6.5. The table contained in Section 10.6.5
is amended in its entirety to read as follows:
Debt to Capitalization
"Period Percentage
------- ----------------------
1/01/02 through 6/30/02 62.5%
7/01/02 and thereafter 60.0%."
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1.6 Amendments to Section 10.6.6. Section 10.6.6 is amended by amending
clause (y) in contained in the first parenthetical phrase therein in its
entirety to read as follows: "(y) Capital Expenditures relating to the Rhode
Island Facility and the SPV Assets to the extent financed with Non-Recourse
Debt".
1.7 Amendments to Section 10.7. Section 10.7 is amended by (a) deleting
the word "and" at the end of clause (i); (b) deleting the period at the end of
clause (j) and substituting a semi-colon followed by the word "and" therefor;
and (c) inserting the following new clause (k) in proper sequence:
"(k) SPV Non-Recourse Debt used to finance the purchase or
construction of SPV Assets after February 25, 2002 for use in
businesses of the types described in Section 10.19; provided that the
aggregate principal amount of all such Debt shall not at any time
exceed $50,000,000."
1.8 Amendments to Section 10.8. Section 10.8 is amended by (a)
inserting the phrase "(other than deposits permitted under Section
10.20(f)(ii))" following the phrase "deposits or advances for borrowed money" in
clause (b); (b) deleting the word "and" at the end of clause (f); (c) deleting
the period at the end of clause (g) and substituting a semi-colon therefor; and
(d) inserting the following new clauses (h), (i) and (j) in proper sequence:
"(h) Liens arising in connection with accounts receivable
factoring arrangements permitted under Section 10.11;
(i) Liens arising in connection with the Sale-Leaseback
Transaction attaching only to the property being leased; and
(j) Liens on SPV Assets arising in connection with SPV
Non-Recourse Debt permitted by Section 10.7(k)."
1.9 Amendment to Section 10.9. Section 10.9 is amended in its entirety
to read as follows:
"10.9 Operating Leases. Not permit (a) the aggregate amount of
proceeds received from the Sale-Leaseback Transaction to exceed
$20,000,000; (b) the aggregate amount of all rental payments made (or
scheduled to be made) under all Operating Leases (excluding (i) the
operating lease arising in connection with the Sale-Leaseback
Transaction, (ii) any lease of equipment for a period of less than six
months which is not renewable or extendible solely at the option of the
lessee thereunder, (iii) Operating Leases entered into after February
25, 2002 which (x) are for equipment to be used in
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servicing contracts entered into after such date, (y) have a term (or
are renewable or extendible solely at the option of the lessee for a
period) of not less than five years and (z) are approved in writing by
the Administrative Agent; provided that the aggregate amount of all
rental payments made (or scheduled to be made) pursuant to this clause
(iii) shall not exceed $4,000,000 during any Fiscal Year, and (iv) the
Operating Leases listed on Schedule 10.9) by the Company and its
Subsidiaries (on a consolidated basis) in any Fiscal Year to exceed
1.0% of Net Worth as of the end of the prior Fiscal Year."
1.10 Amendment to Section 10.10. The proviso contained in Section 10.10
is amended in its entirety to read as follows:
"provided that (i) any Subsidiary may declare and pay dividends to the
Company or to any other wholly-owned Subsidiary; (ii) the Company may
make regularly scheduled payments of interest on any Subordinated Debt
if the holder of the Subordinated Debt is permitted to receive such
payments at such time under the Subordination Agreement; (iii) the
Company may make cash repurchases of its capital stock held by
employees (or former employees) and cash payments on Subordinated Debt
permitted under Section 10.7(i) in an aggregate amount, for all such
repurchases and payments, not in excess of $250,000 in any fiscal year;
(iv) the Company may make repurchases of its capital stock held by
employees (or former employees) with the proceeds of the substantially
concurrent issuance of stock to employees (or former employees) or to
GTCR Capital or GTCR Fund VII or any Affiliate of the foregoing or any
TCW/Crescent Lender; (v) the Company may pay to GTCR ▇▇▇▇▇▇ ▇▇▇▇▇▇,
L.L.C and its Affiliates and the TCW/Crescent Lenders fees as provided
for in the Monitoring Agreement and the Professional Services Agreement
as in effect on the Effective Date; and (vi) so long as the Total
Leverage Ratio on a pro forma basis at the time of the relevant payment
(and after giving effect thereto) is less than 2.50 to 1.0 and no Event
of Default or Unmatured Event of Default exists or would result
therefrom, the Company may declare and pay dividends on its preferred
stock, make cash repurchases of its capital stock and make cash
payments on Subordinated Debt in an aggregate amount in any Fiscal
Year, for all such dividends, repurchases and payments described in
this clause (vi) (in addition to any payments permitted by clauses (i)
through (v) above), not exceeding $10,000,000 (or, if the Total
Leverage Ratio on a pro forma basis at the time of the relevant payment
(and after giving effect thereto) is less than 2.00 to 1.0,
$20,000,000)."
1.11 Amendments to Section 10.11. Section 10.11 is amended as follows:
(a) Clause (d) is amended by (i) deleting the reference to
"$25,000,000" therein and substituting "$35,000,000" therefor and (ii) deleting
the reference to "$10,000,000" therein and substituting "$15,000,000 therefor.
(b) Clause (e) is redesignated as clause "(g)".
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(c) The word "other" is inserted at the beginning of new clause (g).
(d) The following new clauses (e) and (f) are added in proper
alphabetical sequence:
"(e) any sale of assets pursuant to the Sale-Leaseback Transaction so
long as such sale is consummated on or prior to June 30, 2002, (f)
sales of receivables pursuant to factoring arrangements entered into by
the Company or any Subsidiary in the ordinary course of business so
long as the aggregate amount of receivables subject to such factoring
arrangements does not exceed $3,000,000 at any time and".
1.12 Amendment to Section 10.13. The last sentence of Section 10.13 is
amended in its entirety to read as follows:
"Notwithstanding the foregoing, (i) so long as the Rhode Island
Non-Recourse Debt is outstanding, neither the Company nor any
Subsidiary shall be obligated to grant any Lien on the Rhode Island
Facility, (ii) so long as any SPV Non-Recourse Debt is outstanding,
neither the Company nor any Subsidiary shall be obligated to grant any
Lien on any SPV Asset of the applicable SPV and (iii) so long as the
Company or any Subsidiary continues to lease assets pursuant to the
Sale-Leaseback Transaction, neither the Company nor any Subsidiary
shall be obligated to grant any Lien on such leased assets."
1.13 Amendment to Section 10.18. The parenthetical phrase contained in
clause (b) of Section 10.18 is amended by (a) deleting the word "and" at the end
of clause (ii) and substituting a comma therefor and (b) inserting the following
at the end of clause (iii):
"(iv) any provision in the documentation for any SPV Non-Recourse Debt
which prohibits a second Lien on the related SPV Assets), and
(v) any provision in the documentation for the Sale-Leaseback
Transaction which prohibits a second Lien on the assets leased by the
Company or any Subsidiary pursuant to such transaction".
1.14 Amendments to Section 10.20. Section 10.20 is amended as follows:
(a) Clause (f) is amended in its entirety to read as follows:
"(f) good faith deposits (i) made in connection with prospective
acquisitions of stock or assets permitted by Section 10.11 or (ii) to
secure payment under surety bonds permitted by Section 10.7; provided
that the aggregate amount of all outstanding deposits made pursuant to
clause (ii) shall not at any time exceed $5,000,000".
(b) The word "and" at the end of clause (i) is deleted.
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(c) The word "and" is added at the end of clause (j).
(d) A new clause (k) is added in proper alphabetical sequence to read
as follows:
"(k) other Investments in an aggregate amount not exceeding
$3,000,000 at any time outstanding (without giving effect to any
write-off or write-down of any Investment)".
(e) The proviso to Section 10.20 is amended by (i) deleting the
reference to "(f) or (g)" therein and substituting "(f), (g) or (k)" therefor
and (ii) adding the following at the end thereof immediately before the period:
"; and provided, further, that the aggregate amount of Investments by
the Company or any Subsidiary in SPVs shall not exceed at any time the
sum of (x) $1,000,000 and (y) the excess of the dollar amount set forth
in clause (k) over the aggregate amount of Investments outstanding
pursuant to clause (k) at such time".
1.15 Amendment to Schedule 2.1. Schedule 2.1 is amended in its entirety
to read as set forth on Schedule 2.1.
1.16 Addition of Exhibit I. Exhibit I hereto is added to the
Credit
Agreement as Exhibit I thereto.
SECTION 2 Representations and Warranties. The Company represents and
warrants to the Administrative Agent and the Banks that, after giving effect to
the effectiveness hereof, (a) each warranty set forth in Section 9 of the
Credit
Agreement (other than Section 9.6 and 9.8) is true and correct as of the date of
the execution and delivery of this Amendment by the Company, with the same
effect as if made on such date, and (b) no Event of Default or Unmatured Event
of Default exists.
SECTION 3 Effectiveness. The amendments set forth in Section 1 above
shall become effective on the date (the "Amendment Effective Date") when the
Administrative Agent shall have received (i) counterparts of this Amendment
executed by the Company and, without duplication, each New Bank, each Bank which
will have a Revolving Commitment after giving effect to the amendments herein
greater than its Revolving Commitment before giving effect to the amendments
herein and the Required Banks, (ii) a Confirmation, substantially in the form of
Exhibit A, signed by the Company and each Subsidiary, (iii) new Notes payable to
each of the New Banks, (iv) an opinion of counsel to the Company and its
Subsidiaries in form and substance reasonably acceptable to the Administrative
Agent and (v) an amendment fee for each Bank which, on or before February 21,
2002, executes and delivers to the Administrative Agent a counterpart hereof
agreeing to the amendments set forth in Section 1, such fee to be in an amount
equal to 0.075% of the sum of such Bank's Revolving Commitment, Acquisition
Loans, Term A Loan and Term B Loan after giving effect to the amendments herein.
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SECTION 4 Miscellaneous.
4.1 Continuing Effectiveness, etc. As herein amended, the
Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the effectiveness of this Amendment, all
references in the Credit Agreement and the other Loan Documents to "Credit
Agreement" or similar terms shall refer to the Credit Agreement as amended
hereby.
4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
4.3 Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of New York applicable to contracts made and
to be performed entirely within such state.
4.4 Successors and Assigns. This Amendment shall be binding upon the
Company, the Banks and the Administrative Agent and their respective successors
and assigns, and shall inure to the benefit of the Company, the Banks and the
Administrative Agent and the respective successors and assigns of the Banks and
the Administrative Agent.
4.5 New Banks. On the Amendment Effective Date, each New Bank shall
become a "Bank" under and for all purposes of the Credit Agreement, as amended
by this Agreement (as so amended, the "Amended Agreement"), shall be bound by
the Amended Agreement, and shall be entitled to the benefits of the Amended
Agreement and each other Loan Document, and each Bank shall have the applicable
Percentages set forth opposite such Bank's name on Schedule 2.1. To facilitate
the foregoing, (a) each New Bank agrees that on the Amendment Effective Date, it
will remit to the Administrative Agent funds in an amount equal the sum of its
Revolving Percentage of all outstanding Revolving Loans and the Administrative
Agent agrees to immediately (i) remit a portion of such funds to the existing
Revolving Banks, in such amounts, if any, as are necessary to reduce the
Revolving Loans of such Revolving Banks to the proper amounts after giving
effect hereto and (ii) remit the balance of such funds (if any) to the Company
and (b) the Company agrees to pay all costs required to be paid pursuant to
Section 8.4 of the Credit Agreement in connection with the foregoing. Each New
Bank agrees that all interest and fees accrued under the Credit Agreement prior
to the Amendment Effective Date are the property of the existing Banks.
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Delivered as of the day and year first above written.
SYNAGRO TECHNOLOGIES, INC.
By /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
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Title Executive Vice President
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BANK OF AMERICA, N.A., as Administrative
Agent
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title Vice President
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BANK OF AMERICA, N.A., as a Bank
By /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title Managing Director
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SUNTRUST BANK, as Documentation Agent and
a Bank
By
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Title
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S-3
KEY CORPORATE CAPITAL INC., as
Documentation Agent and a Bank
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title Vice President
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FLEET CAPITAL CORPORATION, as Co-Agent
and a Bank
By
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Title
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IBJ WHITEHALL BANK & TRUST COMPANY
By
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Title
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ARK II CLO 2001-1, LIMITED
By: Patriarch Partners II, LLC,
its Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Manager
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U.S. BANK NATIONAL ASSOCIATION
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title Assistant Vice President
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THE BANK OF NOVA SCOTIA
By /s/ ▇▇▇▇▇▇ NOTSWORTHY
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Title Sr. Team Leader
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S-9
COBANK, ACB
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title Assistant Vice President
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S-10
▇▇▇▇▇▇ FINANCIAL INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title Assistant Vice President
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LIBERTY-▇▇▇▇▇ ▇▇▇ ADVISOR FLOATING
RATE ADVANTAGE FUND
By: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated, as
Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title Senior Vice President
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▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY
By
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title Senior Vice President
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▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ CLO I LTD.
By: ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated, as
Portfolio Manager
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title Senior Vice President
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KEYPORT LIFE INSURANCE COMPANY
By: ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated, as
Agent for Keyport Life Insurance Company
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title Senior Vice President
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SRF 2000 LLC
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title Assistant Vice President
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SRF TRADING, INC.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title Assistant Vice President
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DENALI CAPITAL CLO I, LTD.
By
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Title
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NEW BANKS:
▇.▇. ▇▇▇▇▇▇▇ MARKET VALUE FUND L.P.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title Authorized Signatory
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S-14
LASALLE BANK NATIONAL ASSOCIATION
By
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Title
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▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ CREDIT
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title CEO
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CONFIRMATION
Dated as of February 25, 2002
To: Bank of America, N.A., individually and as Administrative Agent, and the
other financial institutions party to the Credit Agreement referred to below
Please refer to (a) the Second Amended and Restated Credit Agreement
dated as of August 14, 2000 (as amended, the "Credit Agreement") among Synagro
Technologies, Inc., various financial institutions (the "Banks") and Bank of
America, N.A., as administrative agent (the "Administrative Agent"); (b) the
other Loan Documents (as defined in the Credit Agreement), including the
Guaranty and the Restated Security Agreement; and (c) the First Amendment dated
as of February 25, 2002 to the Credit Agreement (the "First Amendment").
Each of the undersigned hereby confirms to the Administrative Agent and
the Banks that, after giving effect to the First Amendment and the transactions
contemplated thereby, each Loan Document to which such undersigned is a party
continues in full force and effect and is the legal, valid and binding
obligation of such undersigned, enforceable against such undersigned in
accordance with its terms.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Executive Vice President
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SYNAGRO WEST, INC.
SYNAGRO OF CALIFORNIA, INC. (formerly known as Pima
Gro Systems, Inc.)
SYNAGRO COMPOSTING COMPANY OF
CALIFORNIA, INC. (formerly known as Recyc, Inc.)
SYNAGRO MIDWEST, INC.
SYNAGRO OF MICHIGAN, INC. (formerly known as National
Resource Recovery, Inc.)
SYNAGRO OF WISCONSIN, INC. (formerly known as A&J
Cartage, Inc.)
SYNAGRO SOUTHWEST, INC.
SYNAGRO OF TEXAS - VITAL-CYCLE, INC.
SYNAGRO OF TEXAS - CDR, INC. (formerly known as
Synagro of Texas, Inc. and CDR Environmental, Inc.)
A-1
SYNAGRO SOUTHEAST, INC.
SYNAGRO OF NORTH CAROLINA - AMSCO, INC.
SYNAGRO OF FLORIDA - ANTI-POLLUTION, INC.
SYNAGRO OF NORTH CAROLINA - EWR, INC. (formerly
known as Synagro of North Carolina and Environmental
Waste Recycling, Inc.)
SYNAGRO OF FLORIDA - A&J, INC. (formerly known as A&J
Cartage Southwest, Inc.)
SYNAGRO NORTHEAST, INC.
SYNAGRO MID-ATLANTIC, INC. (formerly known as CDR
Mid-Atlantic, a division of CDR Environmental, Inc.)
ORGANI-GRO, INC.
ST INTERCO, INC.
COMPOSTING CORPORATION OF AMERICA
NEW HAVEN RESIDUALS SYSTEMS, INC.
RESIDUAL TECHNOLOGIES SYSTEMS, INC.
FAIRHAVEN RESIDUAL SYSTEMS, INC.
NEW ENGLAND TREATMENT COMPANY, INC.
NETCO-CONNECTICUT, INC.
NETCO-WATERBURY, INC.
NETCO-RESIDUALS MANAGEMENT SYSTEMS, INC.
SYNAGRO OF FLORIDA - ▇▇▇▇▇ WATER, INC.
SYNAGRO OF FLORIDA - ECOSYSTEMS, INC.
SYNAGRO OF MINNESOTA - ▇▇▇▇▇▇▇ INC.
PROVIDENCE SOILS, LLC
SYNAGRO - BALTIMORE, L.L.C.
SYNAGRO TEXAS, INC.
SYNAGRO DELAWARE, INC.
SYNAGRO - WWT, INC.
RESIDUALS PROCESSING, INC.
FUTURE-TECH ENVIRONMENTAL SERVICES, INC.
SYNAGRO MIDWEST - ENVIROLAND, INC.
NYOFCO HOLDINGS INC.
SYNAGRO - WCWNJ, INC.
SOARING VISTA PROPERTIES, INC.
ENVIRONMENTAL PROTECTION & IMPROVEMENT
COMPANY, INC.
ATLANTA RESIDUALS COMPANY, LLC
SYNAGRO DIGESTION, INC.
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
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Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Executive Vice President
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A-2
NEW YORK ORGANIC FERTILIZER COMPANY
By: Synagro - WWT, Inc., its Partner
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
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NETCO-RESIDUALS MANAGEMENT, LIMITED
PARTNERSHIP
By: Netco-Residuals Management Systems, Inc.,
its General Partner
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
-----------------------------------------
RESIDUAL TECHNOLOGIES, LIMITED PARTNERSHIP
By: Residual Technologies Systems, Inc.,
its General Partner
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
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Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
-----------------------------------------
FAIRHAVEN RESIDUALS, LIMITED PARTNERSHIP
By: Fairhaven Residual Systems, Inc.,
its General Partner
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
-----------------------------------------
A-3
NETCO-WATERBURY, LIMITED PARTNERSHIP
By: Netco-Waterbury, Inc., its General Partner
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
-----------------------------------------
NEW HAVEN RESIDUALS, LIMITED PARTNERSHIP
By: New Haven Residuals Systems, Inc.,
its General Partner
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
-----------------------------------------
SYNAGRO MANAGEMENT, L.P.
By: Synagro Texas, Inc.,
its General Partner
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name Printed: J. ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
-----------------------------------------
A-4
EXHIBIT I
FORM OF
INCREASE REQUEST
______________________, 20___
Bank of America, N.A., as Administrative Agent
under the Credit Agreement referred to below
Ladies/Gentlemen:
Please refer to the Second Amended and Restated Credit Agreement dated
as of August 14, 2000 among Synagro Technologies, Inc. (the "Company"), various
financial institutions and Bank of America, N.A., as Administrative Agent (as
amended, modified, extended or restated from time to time, the "Credit
Agreement"). Capitalized terms used but not defined herein have the respective
meanings set forth in the Credit Agreement.
In accordance with Section 6.2.6 of the Credit Agreement, the Company
hereby requests an increase in the Revolving Commitment Amount from $__________
to $__________. Such increase shall be made by [increasing the Revolving
Commitment of ____________ from $________ to $________] [adding _____________ as
a Bank under the Credit Agreement with a Revolving Commitment of $____________]
as set forth in the letter attached hereto. Such increase shall be effective
three Business Days after the date that the Administrative Agent accepts the
letter attached hereto or such other date as is agreed among the Company, the
Administrative Agent and the [increasing] [new] Bank.
Very truly yours,
SYNAGRO TECHNOLOGIES, INC.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
I-1
ANNEX I TO EXHIBIT I
[Date]
Bank of America, N.A., as Administrative Agent
under the Credit Agreement referred to below
Ladies/Gentlemen:
Please refer to the letter dated __________, 20__ from Synagro
Technologies, Inc. (the "Company") requesting an increase in the Revolving
Commitment Amount from $__________ to $__________ pursuant to Section 6.2.6 of
the Second Amended and Restated Credit Agreement dated as of August 14, 2000
among the Company, various financial institutions and Bank of America, N.A., as
Administrative Agent (as amended, modified, extended or restated from time to
time, the "Credit Agreement"). Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.
The undersigned hereby confirms that it has agreed to increase its
Revolving Commitment under the Credit Agreement from $__________ to $__________
effective on the date which is three Business Days after the acceptance hereof
by the Administrative Agent or on such other date as may be agreed among the
Company, the Administrative Agent and the undersigned.
Very truly yours,
[NAME OF INCREASING BANK]
By:
--------------------------------------
Title:
-----------------------------------
Accepted as of
---------, ----
BANK OF AMERICA, N.A., as
Administrative Agent
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
I-2
ANNEX II TO EXHIBIT I
[Date]
Bank of America, N.A., as Administrative Agent
under the Credit Agreement referred to below
Ladies/Gentlemen:
Please refer to the letter dated __________, 20___ from Synagro
Technologies, Inc. (the "Company") requesting an increase in the Revolving
Commitment Amount from $__________ to $__________ pursuant to Section 6.2.6 of
the Second Amended and Restated Credit Agreement dated as of August 14, 2000
among the Company, various financial institutions and Bank of America, N.A., as
Administrative Agent (as amended, modified, extended or restated from time to
time, the "Credit Agreement"). Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.
The undersigned hereby confirms that it has agreed to become a Bank
under the Credit Agreement with a Revolving Commitment of $__________ effective
on the date which is three Business Days after the acceptance hereof, and
consent hereto, by the Administrative Agent or on such other date as may be
agreed among the Company, the Administrative Agent and the undersigned.
The undersigned (a) acknowledges that it has received a copy of the
Credit Agreement and the Schedules and Exhibits thereto, together with copies of
the most recent financial statements delivered by the Company pursuant to the
Credit Agreement, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to become a
Bank under the Credit Agreement; and (b) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit and legal decisions in taking or not taking
action under the Credit Agreement.
The undersigned represents and warrants that (i) it is duly organized
and existing and it has full power and authority to take, and has taken, all
action necessary to execute and deliver this letter and to become a Bank under
the Credit Agreement; and (ii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution and delivery of this letter and the performance of its
obligations as a Bank under the Credit Agreement.
The undersigned agrees to execute and deliver such other instruments,
and take such other actions, as the Administrative Agent may reasonably request
in connection with the transactions contemplated by this letter.
I-3
The following administrative details apply to the undersigned:
(A) Notice Address:
Legal name:
----------------------------------
Address:
-------------------------------------
Attention:
-----------------------------------
Telephone: ( )
----------------------------------
Facsimile: ( )
----------------------------------
(B) Payment Instructions:
Account No.:
---------------------------------
At:
---------------------------------
---------------------------------
---------------------------------
Reference:
----------------------------------
Attention:
----------------------------------
The undersigned acknowledges and agrees that, on the date on which the
undersigned becomes a Bank under the Credit Agreement as set forth in the second
paragraph hereof, the undersigned will be bound by the terms of the Credit
Agreement as fully and to the same extent as if the undersigned were an original
Bank under the Credit Agreement.
Very truly yours,
[NAME OF NEW BANK]
By:
-------------------------------
Title:
----------------------------
I-4
Accepted and consented to as of
______________, 20___
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
I-5
SCHEDULE 2.1
BANKS AND PERCENTAGES
Revolving Acquisition Term Loan A Term Loan B Revolving Acquisition
Bank Commitment Amount Amount Amount Percentage Percentage
------------------------ -------------- -------------- -------------- -------------- -------------- --------------
Bank of America, N.A $11,921,546.69 $ 4,397,231.37 $ 2,371,439.82 $ 4,764,078.45 23.2253427% 11.▇▇▇▇▇▇▇%
The Bank of Nova Scotia $ 6,250,000.00 $ 3,517,785.09 $ 3,497,151.91 $ 6,780,086.42 12.1761375% 9.3358321%
Ark II CLO 2001-1,
Limited $ 0.00 $ 0.00 $ 0.00 $14,139,146.51 0.0000000% 0.▇▇▇▇▇▇▇%
CoBank ACB $ 4,653,732.44 $ 2,638,338.82 $ 2,622,863.91 $ 5,085,064.82 9.0663178% 7.0018741%
Fleet Capital
Corporation $ 2,787,106.46 $ 3,517,785.09 $ 3,497,151.91 $ 6,780,086.42 5.4297906% 9.3358321%
▇▇▇▇▇▇ Financial, Inc. $ 1,400,000.00 $ 1,582,579.60 $ 0.00 $ 7,511,421.59 2.7274548% 4.2000000%
IBJ Whitehall Bank &
Trust Company $ 1,532,908.55 $ 1,934,781.80 $ 1,923,433.55 $ 3,729,047.53 2.9863848% 5.1347076%
▇▇ ▇▇▇▇▇▇▇ Market
Value Fund L.P. $ 0.00 $ 0.00 $ 0.00 $ 4,418,483.28 0.0000000% 0.0000000%
Key Corporate Capital
Inc. $ 4,521,739.13 $ 5,707,175.81 $ 5,673,700.99 $ 4,418,483.28 8.8091708% 15.1462451%
Keyport Life Insurance
Company $ 0.00 $ 0.00 $ 0.00 $ 2,651,089.97 0.0000000% 0.▇▇▇▇▇▇▇%
LaSalle Bank National
Association $ 3,391,304.35 $ 4,280,381.86 $ 4,255,275.74 $ 4,418,483.28 6.6068781% 11.3596838%
SRF Trading, Inc. $ 0.00 $ 0.00 $ 0.00 $ 1,325,544.98 0.0000000% 0.0000000%
SRF 2000 LLC $ 0.00 $ 0.00 $ 0.00 $ 1,767,393.32 0.0000000% 0.0000000%
Term Loan A Term Loan B Total
Bank Percentage Percentage Percentage
------------------------ -------------- -------------- --------------
Bank of America, N.A 6.6082298% 5.3910790% 10.▇▇▇▇▇▇▇%
The Bank of Nova Scotia 9.▇▇▇▇▇▇▇% 7.▇▇▇▇▇▇▇% 9.▇▇▇▇▇▇▇%
Ark II CLO 2001-1,
Limited 0.0000000% 16.0000000% 6.▇▇▇▇▇▇▇%
CoBank ACB 7.3088456% 5.7543104% 7.0334634%
Fleet Capital
Corporation 9.7451275% 7.6724138% 7.7753203%
▇▇▇▇▇▇ Financial, Inc. 0.0000000% 8.5000000% 4.9206115%
IBJ Whitehall Bank &
Trust Company 5.3598201% 4.2198276% 4.2764262%
▇▇ ▇▇▇▇▇▇▇ Market
Value Fund L.P. 0.0000000% 5.0000000% 2.0718160%
Key Corporate Capital
Inc. 15.8102767% 5.0000000% 9.5285139%
Keyport Life Insurance
Company 0.0000000% 3.0000000% 1.▇▇▇▇▇▇▇%
LaSalle Bank National
Association 11.8577075% 5.0000000% 7.6643394%
SRF Trading, Inc. 0.0000000% 1.5000000% 0.6215448%
SRF 2000 LLC 0.0000000% 2.0000000% 0.8287264%
I-6
Revolving Acquisition Term Loan A Term Loan B Revolving Acquisition
Bank Commitment Amount Amount Amount Percentage Percentage
-------------------------- -------------- -------------- -------------- -------------- -------------- --------------
Liberty-▇▇▇▇▇ ▇▇▇
Advisor Floating Rate
Advantage Fund $ 0.00 $ 0.00 $ 0.00 $ 1,325,544.98 0.0000000% 0.0000000%
▇▇▇▇▇ ▇▇▇ & Farnham
CLO I Ltd. $ 0.00 $ 0.00 $ 0.00 $ 1,325,544.98 0.0000000% 0.0000000%
▇▇▇▇▇ ▇▇▇ Floating Rate
Limited Liability
Company $ 0.00 $ 0.00 $ 0.00 $ 3,534,786.63 0.0000000% 0.▇▇▇▇▇▇▇%
SunTrust Bank $ 3,483,883.07 $ 4,397,231.36 $ 4,371,439.86 $ 8,475,108.04 6.7872383% 11.▇▇▇▇▇▇▇%
U.S. Bank National
Association $ 6,387,685.85 $ 5,707,175.81 $ 5,673,700.99 $ 0.00 12.4443746% 15.1462451%
Capital Farm Credit $ 5,000,000.00 $ 0.00 $ 2,000,000.00 $ 3,000,000.00 9.7409100% 0.0000000%
Denali Capital CLO I,
Ltd. $ 0.00 $ 0.00 $ 0.00 $ 2,920,271.23 0.0000000% 0.0000000%
TOTALS $51,329,907.00 $37,680,467.00 $35,886,159.00 $88,369,666.00 100.0000000% 100.0000000%
Term Loan A Term Loan B Total
Bank Percentage Percentage Percentage
-------------------------- -------------- -------------- --------------
Liberty-▇▇▇▇▇ ▇▇▇
Advisor Floating Rate
Advantage Fund 0.0000000% 1.5000000% 0.6215448%
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
CLO I Ltd. 0.0000000% 1.5000000% 0.6215448%
▇▇▇▇▇ ▇▇▇ Floating Rate
Limited Liability
Company 0.0000000% 4.0000000% 1.▇▇▇▇▇▇▇%
SunTrust Bank 12.1814093% 9.5905173% 9.▇▇▇▇▇▇▇%
U.S. Bank National
Association 15.8102767% 0.0000000% 8.3316358%
Capital Farm Credit 5.5731794% 3.3948301% 4.6889756%
Denali Capital CLO I,
Ltd. 0.0000000% 3.3046082% 1.3693080%
TOTALS 100.0000000% 100.0000000% 100.0000000%
I-7