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Exhibit 10.1    
  


AMENDMENT NO. 1 TO CREDIT AGREEMENT  


        AMENDMENT ("Amendment") dated as of November 6, 2002 to the Second Amended and Restated Credit Agreement dated as of August 30, 2002 (the
"Credit Agreement") among QWEST SERVICES CORPORATION (the "Borrower"), QWEST COMMUNICATIONS
INTERNATIONAL INC., QWEST DEX HOLDINGS, INC., QWEST DEX, INC., the BANKS party thereto and BANK OF AMERICA, N.A., as Administrative Agent (the
"Agent"). 


W I T N E S S E T H:  


        WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein; 


        NOW,
THEREFORE, the parties hereto agree as follows: 


        SECTION 1.    Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, on and after the Amendment Effective Date (as defined in
Section 15 below), refer to the Credit Agreement as amended hereby. 


        SECTION 2.    Debt For Equity Swaps; Use Of Certain Debt Baskets For Exchanges, Repurchases And Tenders,
Ability to Refinance Existing Corp. Debt at the Borrower. (a) New definitions of "Debt Exchange", "Permitted Debt Exchange", "Qualifying Equity Interests", and
"Section 5.12(h) Borrower Exchange
Debt" are added in alphabetical order in Section 1.01 of the Credit Agreement, to read in their entirety as follows: 


        "Debt
Exchange" means any exchange, repurchase or tender of any Debt of the Company or any of its Subsidiaries. 


        "Permitted
Debt Exchange" means any Debt Exchange permitted pursuant to Section 5.10(b)(ii). 


        "Qualifying
Equity Interests" means Equity Interests of the Company; provided that the terms of any such Equity Interests (other than
common stock) shall provide that (i) such Equity Interests shall not mature, or be subject to optional or mandatory redemption, repurchase, or retirement, prior to the Outside Date,
(ii) no payments with respect to such Equity Interests (including without limitation redemption payments) are required to be made prior to the Outside Date (other than regularly scheduled
dividend payments with respect thereto; provided that the terms of any such Equity Interests shall provide that no dividend shall be declared with
respect thereto while a Default has occurred and is continuing), and (iii) the terms and conditions governing such Equity Interests (including without limitation covenants and events of
default) are no more restrictive in any material respect than the terms and conditions applicable to the Debt as consideration for which such Equity Interests are being issued (as such Debt is in
effect on the Closing Date) or are otherwise approved by the Agent. 


        "Section 5.12(h) Borrower
Exchange Debt" means any Debt of the Borrower (i) incurred in reliance on Section 5.12(h), and (ii) issued as consideration
in a Debt Exchange for Debt of the Company or any Subsidiary (other than any Subsidiary of the Borrower) or required to be issued as a result of a Debt Exchange for any such Debt. 


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        (b)  The
definition of "Subject Debt" contained in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: 


        "Subject
Debt" means (i) Existing Debt, (ii) any Debt permitted to be incurred pursuant to Section 5.12(c), (iii) Section 5.12(h) Borrower
Exchange Debt, and (iv) any Qualifying Equity Interests issued as consideration in a Permitted Debt Exchange. 


        (c)  Clause (ii) of
Section 5.10(b) of the Credit Agreement is amended to read in its entirety as follows: 



        (ii)  exchanges,
repurchases and tenders so long as the only consideration therefor is any of (x) Debt permitted by any of Sections 5.12(c), 5.12(d) and
5.12(j), and Section 5.12(h) Borrower Exchange Debt, (y) cash to the extent permitted by any of clauses (iv), (v), (vi) and (vii) of this subsection 5.10(b),
and (z) Qualifying Equity Interests, 


        (d)  Section 5.12(d) of
the Credit Agreement is amended to read in its entirety as follows: 


        (d)  Debt
of any Corp. Company so long as the aggregate principal or face amount does not exceed $2,100,000,000, and either (x) any such Debt is issued in exchange
for, or as consideration for the repurchase or tender of, Existing Debt of a Corp. Company scheduled on the Closing Date to mature prior to the Termination Date thereof, or (y) the proceeds of
such Debt are applied to refinance any such Existing Debt or an amount equal to such proceeds is so applied within 90 days of receipt thereof; 


        SECTION 3.    Use of $3 Billion Shared Debt Basket for Exchanges, Repurchases and Tenders and Pari Passu
Guarantees. Clause (iii)(x) of Section 5.12(h) of the Credit Agreement is amended to read in its entirety as follows: 



        (x)  shall
be on Qualifying Terms; provided that Section 5.12(h) Borrower Exchange Debt shall not be required to have
the terms set forth in clause (iv) of the definition of "Qualifying Terms" (and, for purposes of calculating such aggregate principal or face amount, any
Section 5.12(h) Borrower Exchange Debt that consists of a Guarantee shall have a principal or face amount equal to the principal or face amount of the Debt Guaranteed pursuant thereto); 




        SECTION 4.    Issuances of Debt for Exchanges, Repurchases and Tenders by Subsidiaries other than the
Borrower, QwestDex Companies and Corp. Companies. Section 5.12(c) of the Credit Agreement is amended by replacing the phrase "Debt of the Company or Capital
Funding" contained therein with the phrase "Debt of the Company or any Subsidiary of the Company (other than the Borrower, any QwestDex Company or any Corp. Company)". 


        SECTION 5.    Creation of New Intermediate Holding Companies. (a) A new
definition of "New Holding Company" is added in alphabetical order in Section 1.01 of the Credit Agreement, to read in its entirety as follows: 



        "New
Holding Company" means any direct or indirect wholly-owned Subsidiary of the Company (other than the Borrower, any Subsidiary of the Borrower, Capital Funding or any Subsidiary of
Capital Funding) created after the Closing Date. 


        (b)  Section 5.08(b) of
the Credit Agreement is amended by adding the following phrase at the end of the proviso contained in the first sentence thereof: "or to
prohibit the contribution to any single New Holding Company by the Company of the capital stock of the Borrower or any other direct Subsidiary of the Company". 


        (c)  Section 5.08(c) of
the Credit Agreement is amended by adding the following proviso at the end thereof: ";  provided that nothing in this subsection (c) shall be construed to prohibit or require any 


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cash consideration with respect to the contribution to any single New Holding Company by the Company of the capital stock of the Borrower or any other direct Subsidiary of the Company". 


        (d)  Clause (iv) of
Section 5.10(a) of the Credit Agreement is amended to read in its entirety as follows: 



        (iv)  the
Borrower may declare and pay dividends (w) to the extent required to permit the Company and its Subsidiaries to make mandatory interest, dividend and
principal payments in respect of Subject Debt pursuant to the terms thereof (so long as, with respect to any dividend payments, no Default had occurred and was continuing at the time such dividends
were declared), as such terms may be modified in accordance with the terms of this Agreement, (x) to the extent necessary to enable the Company to pay ordinary course corporate, overhead and
operating expenses and any legal, professional and similar fees and expenses of the Company, (y) to the extent necessary to permit the Company or any New Holding Company to make any cash
payment described in clauses (iv), (v), (vi) and (vii) of Section 5.10(b), and (z) otherwise, so long as, in the case of this clause (z), after giving effect to any
such dividend on any date (a "test date"), the aggregate amount of dividends declared or paid by the Borrower after June 30, 2002 does not exceed consolidated net income of the Borrower for the
period starting July 1, 2002 and ending on the last day of the fiscal quarter of the Borrower most recently ended on or prior to such test date (calculated as a single accounting period);  provided
that, in the case of clause (y) or (z), immediately before and after giving effect to any such dividend, no Default has occurred and is
continuing. 


        SECTION 6.    Permitted Performance Guarantees. Section 5.13 of the
Credit Agreement is amended by: (i) renumbering clauses (h) and (i) thereof as clauses (i) and (j), respectively, and (ii) adding a new
clause (h) immediately after clause (g) thereof, to read in its entirety as follows: 



        (h)  (x) investments
constituting Guarantees by the Borrower, any QwestDex Companies or any Corp. Companies of performance obligations of the Borrower, any QwestDex
Companies or any Corp. Companies, and (y) investments constituting Guarantees by the Company or any of its Subsidiaries (other than the Borrower, any QwestDex Companies or any Corp. Companies)
of performance obligations of the Company or any of its Subsidiaries; 




        SECTION 7.    Correction of Definition of QwestDex Term Debt. The definition of
"QwestDex Term Debt" in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: 



        "QwestDex
Term Debt" means (i) Debt of QwestDex Inc., and the Guarantees thereof by QwestDex and the Borrower, incurred pursuant to the QwestDex Term Loan Agreement and
(ii) any refinancings of the Debt (and the Guarantee thereof by QwestDex and the Borrower) described in clause (i) on terms no less favorable to the Banks;  provided that the aggregate
principal or face amount of QwestDex Term Debt (calculated without duplication of the Guarantee thereof by QwestDex and the
Borrower) shall not exceed the lesser of (x) the aggregate principal amount of Debt incurred in reliance on clause (i) and $750,000,000. 




        SECTION 8.    Amendments Relating To Change Of Control Provisions In Other Debt
Instruments. (a) The first sentence of Section 2.15 of the Credit Agreement is amended to read in its entirety as follows: 


        If
a Change of Control shall occur, the Company will, within ten days after the occurrence thereof (or, if earlier, on such date as the Borrower shall be required to give notice
of such Change of Control to holders of any Qualifying Terms Debt), give each Bank notice thereof, which notice shall describe in reasonable detail the facts and circumstances giving rise thereto and
shall specify an Optional Termination Date for purposes of this Section (the "Optional Termination Date") which date shall not be less than 30 nor more than 60 days after the date of
such notice; provided that in any event the Optional Termination Date shall be no later than the earliest date on which the Borrower is required 


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to repay, repurchase or offer to repay or repurchase any Qualifying Terms Debt as a result of the occurrence of such Change of Control. 


        (b)  The
definition of "Change of Control" contained in Section 2.15 of the Credit Agreement is amended by adding the following phrase at the end thereof: "or if a
change of control event shall occur under any agreement or instrument evidencing any Qualifying Terms Debt, including without limitation any Section 5.12(h) Borrower Exchange Debt". 



        (c)  A
new definition of "Qualifying Terms Debt" is added in Section 1.01 of the Credit Agreement, to read in its entirety as follows: 


        "Qualifying
Terms Debt" means Debt of the Borrower incurred in reliance on any of Sections 5.12(h), 5.12(i) or 5.12(j). 


        SECTION 9.    Amendments Relating To Asset Sale Sweeps In Other Debt
Instruments.


        (a)  Section 2.09(c) of
the Credit Agreement is amended by (i) renumbering clause (ii) thereof as clause (iii), and
(ii) adding a new clause (ii) immediately after clause (i) thereof, to read in its entirety as follows: 


        (ii)  To
the extent the terms of any Qualifying Terms Debt would otherwise require the prepayment or repurchase of such Debt (or offer to do either) upon receipt of proceeds
of any sale or other disposition of assets but for the provisions of this clause (ii), and such prepayment or repurchase is not permitted at such time by Section 5.10(b), the Commitments
will be permanently reduced, effective on the Additional Reductions Date, by an amount equal to the lesser of (A) the amount the Borrower would otherwise be obligated to apply to the repayment
or repurchase (or offer to do either) of such Debt or (B) the amount that is necessary in order to reduce the amount described in clause (A) to $0 or otherwise excuse the Borrower from
prepaying or repurchasing such Debt (or offering to do either).


        "Additional
Reductions Date" means a date no later than the date on which, but for the provisions of Section 2.09(c)(ii), the terms of any Qualifying Terms Debt would otherwise
require the prepayment or repurchase of such Debt (or offer to do either) as a result of receipt of proceeds of any sale or other disposition of assets. 


        SECTION 10.    Additional Permitted Secured Obligations.  Clause (iv) of
Section 5.07(i) of the Credit Agreement is amended to read in its entirety as follows:
 


        (iv)  other
Liens on the Collateral securing an aggregate principal or face amount of Debt not to exceed at any time the sum of $3,000,000,000 plus the amount of Debt
incurred by the Borrower in reliance on Section 5.12(h) so long as the Liens described in this clause (iv) shall be junior and subordinated to the Facility Liens as
provided in the Security and Pledge Agreement (or on other terms and conditions satisfactory to the Agent), 


        SECTION 11.    Acknowledgement Regarding Qualifying Terms. The Banks
hereby acknowledge and agree that Debt terms requiring prepayment, repurchase or an offer to repurchase the Debt upon a Change of Control (as defined in the Credit Agreement as amended hereby) or the
consummation of a disposition of assets do not constitute a payment requirement violating the requirements of clause (ii) of the definition of "Qualifying Terms", even though such events
could occur prior to the Outside Date. Nothing in the immediately preceding sentence shall be construed to waive the restrictions contained in Section 5.10 of the Credit Agreement. 


        SECTION 12.    Representations Of Loan Parties; Additional Supplemental
Information. (a) The Borrower represents and warrants that (i) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be
true (or, with respect to any representation and warranty which is not qualified by materiality or material adverse effect, shall be true in all material respects) on and 


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as of the Amendment Effective Date, except (x) to the extent any such representations and warranties specifically related to an earlier date, in which case any such representations and
warranties shall have been true (or, with respect to any representation and warranty which is not qualified by materiality or material adverse effect, shall be true in all material respects) on and as
of such earlier date and (y) with respect to the representations and warranties identified in Schedule A attached hereto, as set forth in each Form 8-K filed by the
Company after the Closing Date and prior to the Amendment Date and listed on such Schedule A (collectively, the "Additional Supplemental Information") and (ii) no Default will have
occurred and be continuing on such date. 


        (b)  Schedule 4.04(a) of
the Credit Agreement is amended to include the information contained in the Additional Supplemental Information. 



        SECTION 13.    Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York. 


        SECTION 14.    Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 


        SECTION 15.    Effectiveness. This Amendment shall become effective on the date
when the following conditions are met (the "Amendment Effective Date"): 



        (a)  the Agent shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party
or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; 


        (b)  the Agent shall have received an amendment fee for the account of each Bank from which the Agent has received an executed
counterpart of this Amendment or other written confirmation, as required by subsection (a) above, on or prior to 5:00 p.m. E.S.T. on November 15, 2002, in an amount equal to 0.10%
of such Bank's Commitment (as in effect after giving effect to the reduction of the Commitments contemplated by subsection (c) below); and 


        (c)  the Commitments shall have been reduced to $2,000,000,000 or less. 



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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. 



	

 	
 	

QWEST SERVICES CORPORATION
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: Chief Financial Officer

Fax: (303) 296-4920
	

 	
 	

and:	
 	

 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: General Counsel

Fax: (303) 296-5974
	

 	
 	

QWEST COMMUNICATIONS INTERNATIONAL INC.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: Chief Financial Officer

Fax: (303) 296-4920
	

 	
 	

and:	
 	

 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: General Counsel

Fax: (303) 296-5974



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QWEST DEX HOLDINGS, INC.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: Chief Financial Officer

Fax: (303) 296-4920
	

 	
 	

and:	
 	

 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: General Counsel

Fax: (303) 296-5974
	

 	
 	

QWEST DEX, INC.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: Chief Financial Officer

Fax: (303) 296-4920
	

 	
 	

and:	
 	

 
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: General Counsel

Fax: (303) 296-5974
	

 	
 	

BANK OF AMERICA, N.A., as Administrative Agent
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

Bank of America, N.A.

901 Main Street, 14th Floor

Dallas, TX 75202-3714

TX1-492-14-11

Fax: (214) 290-9508



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ABN AMRO BANK N.V.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

BANK OF AMERICA SECURITIES LLC, as Agent for Bank of America, N.A.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

BANK OF AMERICA, N.A.,
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

BANK ONE, N.A.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 



8





 

	

 	
 	

BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

BEAR STEARNS CORPORATE LENDING INC.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

CITIBANK, N.A.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

CREDIT SUISSE FIRST BOSTON acting through its Cayman Islands Branch
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 



9





 

	

 	
 	

D.E. SHAW LAMINAR PORTFOLIOS, L.L.C.
	

 	
 	

By:	
 	

D.E. Shaw & Co., L.L.C., as managing member
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

DEUTSCHE BANK AG NEW YORK BRANCH
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

DK ACQUISITION PARTNERS, L.P.
	

 	
 	

By:	
 	

M.H. Davidson & Co., its general partner
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

FERNWOOD ASSOCIATES, L.P.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 



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FLEET NATIONAL BANK
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

GOLDENTREE LOAN OPPORTUNITIES I LTD
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

GOLDMAN SACH CREDIT PARTNERS L.P.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

JPMORGAN CHASE BANK
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

KEYBANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

LEHMAN COMMERCIAL PAPER INC.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

MARINER LDC
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 



11





 

	

 	
 	

MELLON BANK, N.A.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

MERRILL LYNCH BANK USA
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

MIZUHO CORPORATE BANK, LTD.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

MORGAN STANLEY EMERGING MARKETS, INC.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

OCTAGON INVESTMENT PARTNERS II, LLC
	

 	
 	

By:	
 	

Octagon Credit Investors, LLC as sub-investment manager
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

OCTAGON INVESTMENT PARTNERS III, LTD
	

 	
 	

By:	
 	

Octagon Credit Investors, LLC as Portfolio Manager
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 



12





 

	

 	
 	

OCTAGON INVESTMENT PARTNERS IV LTD
	

 	
 	

By:	
 	

Octagon Credit Investors, LLC, as collateral manager
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

PIMCO HIGH YIELD FUND (#705)
	

 	
 	

By:	
 	

Pacific Investment Management Company, LLC, as its Investment Advisor for the PIMCO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

ROYAL BANK OF CANADA
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

THE ROYAL BANK OF SCOTLAND PLC
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

SUMITOMO MITSUI BANKING CORPORATION
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 



13





 

	

 	
 	

TRILOGY PORTFOLIO COMPANY, LLC
	

 	
 	

By:	
 	

Trilogy Capital
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

UFJ BANK LIMITED
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

WACHOVIA BANK, N.A.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

WELLS FARGO BANK, N.A.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 



14





 

	

 	
 	

BEAR STEARNS & CO. INC.
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 




15





 
SCHEDULE A

SUPPLEMENTAL INFORMATION  


        The information contained in each of the Company's Form 8-K filings filed as of the following dates: 


	1.
	September 5,
2002



	2.
	September 16,
2002



	3.
	September 23,
2002



	4.
	October 29,
2002



	5.
	October 30,
2002



	6.
	Any
other Form 8-K filings or other filings made by the Company and delivered to the Agent for distribution to the Banks in accordance with
Section 5.01(f) of the Credit Agreement prior to the Amendment Effective Date. 


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Exhibit 10.1