Amendment No.5 to the Credit Agreement



 



EXHIBIT 10.01



EXECUTION COPY



AMENDMENT NO. 5 TO CREDIT AGREEMENT



     THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (“Agreement”) is being executed
and delivered as of October 1, 2002, by and among Great Lakes Dredge & Dock
Corporation, a Delaware corporation (the “Borrower”), the other “Loan Parties”
from time to time party to the Credit Agreement referred to and defined below
(collectively, the “Loan Parties”), the financial institutions from time to
time party to such Credit Agreement referred to and defined below
(collectively, the “Lenders”) and Bank of America, N.A. (as successor to Bank
of America National Trust and Savings Association), as representative of the
Lenders (in such capacity, the “Issuing Lender” and the “Administrative
Agent”). Undefined capitalized terms used herein shall have the meanings
ascribed to such terms in such Credit Agreement.


WITNESSETH:


     WHEREAS, the Borrower, the other Loan Parties, the Lenders, the
Administrative Agent and the Issuing Lender have entered into that certain
Credit Agreement dated as of August 19, 1998 (as heretofore amended and
restated by certain amendments dated as of October 8, 1999, October 23, 2000,
April 24, 2001, and July 22, 2002, the “Credit Agreement”), pursuant to which,
among other things, the Lenders have agreed to provide, subject to the terms
and conditions contained therein, certain loans and other financial
accommodations to the Borrower;


     WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders amend the Credit Agreement and, subject to the terms and conditions of
this Agreement, the Administrative Agent and the Lenders’ hereby agree to
amend, the Credit Agreement to extend the Revolving Commitment Termination Date
by one year, from February 18, 2005 to February 17, 2006; and


     WHEREAS, in anticipation of effecting the extension of the Revolving
Commitment Termination Date, and pursuant to the terms and conditions of this
Agreement, (i) Firstar Bank, N.A. (the “Selling Lender”) desires to sell and
assign, and certain of the other Lenders (indicated as such on the signature
pages hereto collectively, the “Purchasing Lenders”) desire to purchase and
assume, all of the Selling Lender’s right, title and interest in the
outstanding Loans, Letter of Credit Obligations, Commitment and other interests
in the Loan Documents and (ii) the Purchasing Lenders have agreed to reallocate
their respective Commitments and interests in the existing Loans and Letter of
Credit Obligations under the Credit Agreement immediately after giving effect
to such sales, assignments, purchases and assumptions.


 






 


     NOW, THEREFORE, in consideration of the foregoing premises, the terms and
conditions stated herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Borrower, the other Loan
Parties, the Lenders and the Administrative Agent, such parties hereby agree as
follows:


     1.     Amendment to Credit Agreement. Subject to the satisfaction of each of
the conditions set forth in Section 3 of this Agreement, the Credit Agreement
is hereby amended as follows:


     (a)  Schedule I to the Credit Agreement is amended to modify the
definition of “Revolving Commitment Termination Date” to delete the date
“February 18, 2005” set forth therein and replace such date with the date
“February 17, 2006.”


     (b)  Schedule II to the Credit Agreement is deleted in its entirety and
replaced with the restated schedule attached hereto as Annex I.


     2.     Assignment and Assumption. Subject to the satisfaction of each of the
conditions set forth in Section 3 of this Agreement:


     (a)  As of the “Effective Date” (as defined in Section 3 below), the
Selling Lender hereby sells, assigns and delegates to the each of the
Purchasing Lenders, and each of the Purchasing Lenders hereby purchases and
assumes from the Selling Lender, all of the Selling Lender’s right, title and
interest in and to the Loans, participation interests in the Letter of Credit
Obligations, Commitments and other interests and claims under the Credit
Agreement and other Loan Documents (collectively, the “Interests”), and each of
the Purchasing Lenders hereby agrees to reallocate among such Purchasing
Lenders their respective Commitments and interests in the outstanding Loans,
and Letter of Credit Obligations, in each case such that after giving effect to
such sales, assignments, purchases, assumptions and reallocations, each Lender
shall have the resulting Commitments and interests as are set forth on Annex I
hereto beside its name therein. The sales, assignments, delegations,
purchases, assumptions and reallocations to be effected pursuant to this
paragraph shall be without recourse to, or representation or warranty (except
as expressly provided in this Section 3) by, any of the Lenders.


     (b)  The Selling Lender hereby (i) represents and warrants that it is the
legal and beneficial owner of the Interests being sold and assigned by it
hereunder and that such Interests are free and clear of any adverse claim; (ii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made by the Borrower in or in
connection with the Credit Agreement or this Agreement; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or its Affiliates or the performance or
observance by the Borrower or its Affiliates of any of their respective
obligations under the Credit Agreement or any other instrument or document
furnished pursuant thereto.


     (c)  The Selling Lender will deliver to the Administrative Agent each
existing Note evidencing any portion of its interests in the outstanding Loans
and Letter of Credit Obligations owed by the Borrower to the Selling Lender
prior to giving effect to the sales and assignments being effected hereby (the
“Old Notes”). Upon receipt by the Administrative Agent from the Selling Lender
of its Old Notes, and receipt from the Borrower of the substituted and amended
Notes payable to the Purchasing Lenders and to be delivered by the Borrower
pursuant to this Agreement (the “New Notes”), the Administrative Agent will
return the Old Notes to the Borrower marked “substituted and amended” and
deliver the New Notes to each applicable Purchasing Lender.


2






 


     (d)  As of the Effective Date, (i) each of the Lenders shall be a party to
the Credit Agreement, as amended pursuant to this Agreement, to the extent
provided in this Section 3, shall have the rights and obligations of a “Lender”
thereunder to such extent, and (ii) the Selling Lender shall, to the extent
provided in this Section 3, relinquish its respective rights, and be released
from its obligations, under the Credit Agreement.


     (e)  From and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement in respect of the Interests assigned
hereby (including all payments of principal, interest and fees with respect
thereto) to the Purchasing Lenders.


     (f)  From and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement in respect of the Interests assigned
hereby (including all payments of principal, interest and fees with respect
thereto) to the Purchasing Lenders. Each Purchasing Lender will pay to the
Administrative Agent for the benefit of the Selling Lender, in immediately
available funds, on the Effective Date, the sum of the amounts set forth in
Schedule II beside such Purchasing Lender’s name under the heading designated
as “Net Funding/Payment.” The Administrative Agent shall promptly distribute
such amounts received from the Purchasing Lenders to the Selling Lender, in
immediately available funds in amounts equal to the sum of the amounts set
forth in Annex II beside the Selling Lender’s name under the heading designated
“Net Funding/Payment” (after changing such sum to a positive amount). All
interest and fees under the Credit Agreement which are accrued and unpaid
through the Effective Date with respect to the Interests assigned hereby shall
be for the account of the Selling Lender and upon the Administrative Agent’s
receipt from the Borrower after the Effective Date of payment of such interest
and fees (pursuant to the Credit Agreement), the Administrative Agent shall
allocate such payment among the Selling Lender and the Purchasing Lenders
accordingly.


     (g)  The Company hereby agrees to compensate each Lender, in immediate
available funds in the Effective Date, for all losses, expenses and liabilities
incurred by each Lender in connection with the sales, assignments and purchases
contemplated by this Section 2 with respect to any Eurodollar Rate Loan subject
to such transactions, including, without limitation, (i) in the case of each
Purchasing Lender having purchased one or more Eurodollar Rate Loans (or
portions thereof) hereunder bearing interest at rates which are less than the
prevailing rate of interest on Eurodollar Rate Loans as of the Effective Date
and (ii) in the case of the Selling Lender having sold or assigned one or more
Eurodollar Rate Loans (or portions thereof) hereunder bearing interest at rates
which are higher than the prevailing rate of interest on Eurodollar Rate Loans
as of the Effective Date.


     3.     Effectiveness of this Agreement; Conditions Precedent. The provisions
of Sections 1 and 2 of this Agreement shall be deemed to have become effective
as of October 1, 2002 (the “Effective Date”), but such effectiveness shall be
expressly conditioned upon the Administrative Agent’s receipt of each of the
following:


     (a)  originally-executed counterparts of this Agreement executed by
Authorized Officers of the Borrower and the other Loan Parties, and by duly
authorized officers each of the Lenders;


     (b)  originally-executed New Notes respectively made payable to the
Purchasing Lenders and executed by an Authorized Officer of the Borrower;


     (c)  a certificate of the secretary or assistant secretary of the Borrower,
in form and substance reasonably acceptable to the Administrative Agent,
certifying (i) the currency and authenticity of the resolutions of the board of
directors of the Borrower authorizing its execution, performance and delivery
of this Agreement, the New Notes and of the Credit Agreement as to


3






 



 be amended hereby, (ii) the names, signatures and incumbency of the
officers of the Borrower and (iii) the currency and authenticity of the
certificate of incorporation and bylaws of the Borrower;


     (d)  legal opinion of Winston & Strawn, counsel to the Borrower, addressed
to the Administrative Agent and the Lenders, and in form and substance
reasonably acceptable to the Administrative Agent, addressing matters relating
to this Agreement; and


     (e)  payment in full from the Borrower, in immediately available funds, of
(i) an extension fee payable to each Lender (other than the Selling Lender) in
an amount equal to 0.125% of such Lender’s Commitment, calculated after giving
effect to the provisions of Section 2 of this Agreement, and (ii) a commitment
increase fee payable to each Purchasing Lender in an amount equal to 0.25% of
such increase in such Purchasing Lender’s Commitment, all of which fees shall
be fully earned and non-refundable when paid, a portion of such commitment
increase fee equivalent to .08% of such increase being paid by the Borrower and
the remaining portion thereof to be paid by the Selling Lender on behalf of the
Borrower.


     4.     Representations, Warranties and Covenants.


     (a)  The Borrower and each other Loan Party hereby represents and warrants
that this Agreement, the New Notes and the Credit Agreement as amended hereby
(collectively, the “Amendment Documents”) constitute legal, valid and binding
obligations of the Borrower and the other Loan Parties enforceable against the
Borrower and the other Loan Parties in accordance with their terms.


     (b)  The Borrower and each other Loan Party hereby represents and warrants
that its execution, delivery and performance of this Agreement and the other
Amendment Documents have been duly authorized by all proper corporate action,
do not violate any provision of its articles or certificate of incorporation or
bylaws, will not violate any law, regulation, court order or writ applicable to
it, and will not require the approval or consent of any governmental agency, or
of any other third party under the terms of any contract or agreement to which
it or any of its Affiliates is bound (which has not been previously obtained),
including without limitation, the Note Indenture and the Reliance Agreement.


     (c)  The Borrower and each other Loan Party hereby represents and warrants
that, both before and after giving effect to the provisions of this Agreement,
(i) no Default or Event of Default has occurred and is continuing or will have
occurred and be continuing and (ii) all of the representations and warranties
of the Borrower and each other Loan Party contained in the Credit Agreement and
in each other Loan Document (other than representations and warranties which,
in accordance with their express terms, are made only as of an earlier
specified date) are, and will be, true and correct as of the date of its
execution and delivery hereof or thereof in all material respects as though
made on and as of such date.


     (d)  The Borrower hereby agrees to pay to the Administrative Agent, for
the benefit of the Purchasing Lenders, upon the Borrower’s execution and
delivery of this Agreement, each of the fees described in Section 3(e) of this
Agreement.


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     5.     Reaffirmation, Ratification and Acknowledgment. The Borrower and each
other Loan Party hereby (a) ratifies and reaffirms all of its payment and
performance obligations, contingent or otherwise, and each grant of security
interests and liens in favor of the Administrative Agent, under each Loan
Document to which it is a party, (b) agrees and acknowledges that such
ratification and reaffirmation is not a condition to the continued
effectiveness of such Loan Documents and (c) agrees that neither such
ratification and reaffirmation, nor the Administrative Agent’s, or any Lender’s
solicitation of such ratification and reaffirmation, constitutes a course of
dealing giving rise to any obligation or condition requiring a similar or any
other ratification or reaffirmation from the Borrower or such other Loan
Parties with respect to any subsequent modifications to the Credit Agreement or
the other Loan Documents. As modified hereby, the Credit Agreement is in all
respects ratified and confirmed, and the Credit Agreement as so modified by
this Amendment shall be read, taken and so construed as one and the same
instrument. Each of the Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed. Neither the execution, delivery nor
effectiveness of this Agreement shall operate as a waiver of any right, power
or remedy of the Administrative Agent or the Lenders, or of any Default or
Event of Default (whether or not known to the Administrative Agent or the
Lenders), under any of the Loan Documents. This Agreement and each of the
other Amendment Documents shall constitute Loan Documents for purposes of the
Credit Agreement.


     6.     Governing Law. This Agreement shall be governed by and construed in
accordance with the laws and decisions of the State of Illinois (including
S.H.A. 735 ILCS 105/5-1, et. seq., but without giving effect to any other
conflicts of law provisions).


     7.     Administrative Agent’s Expenses. The Borrower hereby agrees to
promptly reimburse the Administrative Agent for all of the reasonable
out-of-pocket expenses, including, without limitation, attorneys’ and
paralegals’ fees, it has heretofore or hereafter incurred or incurs in
connection with the preparation, negotiation and execution of this Agreement
and the other documents, agreements and instruments contemplated hereby.


     8.     Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original and all of which together shall constitute one and
the same agreement among the parties.


* * * *


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     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.



	 	 	 	 	 
	 	 	GREAT LAKES DREDGE & DOCK CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Deborah A. Wensel
	 	 	 	 	

	 	 	
Name:
	 	Deborah A. Wensel
	 	 	 	 	

	 	 	
Title:
	 	Vice President and CFO
	 	 	 	 	

	 	 	 	 	 
	 	 	GREAT LAKES DREDGE & DOCK COMPANY
	 	 	 	 	 
	 	 	
By:
	 	/s/ Deborah A. Wensel
	 	 	 	 	

	 	 	
Name:
	 	Deborah A. Wensel
	 	 	 	 	

	 	 	
Title:
	 	Vice President and CFO
	 	 	 	 	

	 	 	 	 	 
	 	 	DAWSON MARINE SERVICES COMPANY

(formerly, Dawson Dredging Company)
	 	 	 	 	 
	 	 	
By:
	 	/s/ Deborah A. Wensel
	 	 	 	 	

	 	 	
Name:
	 	Deborah A. Wensel
	 	 	 	 	

	 	 	
Title:
	 	Vice President and CFO
	 	 	 	 	

	 	 	 	 	 
	 	 	FIFTY-THREE DREDGING CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Deborah A. Wensel
	 	 	 	 	

	 	 	
Name:
	 	Deborah A. Wensel
	 	 	 	 	

	 	 	
Title:
	 	Vice President and CFO
	 	 	 	 	

	 	 	 	 	 
	 	 	GREAT LAKES CARIBBEAN DREDGING, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Deborah A. Wensel
	 	 	 	 	

	 	 	
Name:
	 	Deborah A. Wensel
	 	 	 	 	

	 	 	
Title:
	 	Vice President and CFO
	 	 	 	 	




 






 



	 	 	 	 	 
	 	 	NORTH AMERICAN SITE DEVELOPERS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Deborah A. Wensel
	 	 	 	 	

	 	 	
Name:
	 	Deborah A. Wensel
	 	 	 	 	

	 	 	
Title:
	 	Vice President and CFO
	 	 	 	 	





SIGNATURE PAGE TO

AMENDMENT NO. 5 TO CREDIT AGREEMENT



	 	 	 	 	 



 






 



	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A. (as successor to Bank

of America National Trust and Savings

Association), as Administrative Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kristine Thennes
	 	 	 	 	

	 	 	
Name:
	 	Kristine Thennes
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A. (as successor to Bank

of America National Trust and Savings

Association), as a Lender and a Purchasing Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Helen Perry
	 	 	 	 	

	 	 	
Name:
	 	Helen Perry
	 	 	 	 	

	 	 	
Title:
	 	Senior Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	FLEET NATIONAL BANK (as successor to

Summit Bank), as a Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Bonnie Gershon
	 	 	 	 	

	 	 	
Name:
	 	Bonnie Gershon
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION, 

as a Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Drew E. Burlak
	 	 	 	 	

	 	 	
Name:
	 	Drew E. Burlak
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	COMERICA BANK-DETROIT, as a Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Alan S. Carlyle
	 	 	 	 	

	 	 	
Name:
	 	Alan S. Carlyle
	 	 	 	 	

	 	 	
Title:
	 	AVP
	 	 	 	 	




SIGNATURE PAGE TO

AMENDMENT NO. 5 TO CREDIT AGREEMENT



	 	 	 	 	 



 






 



	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Maria A. Dukes
	 	 	 	 	

	 	 	
Name:
	 	Maria A. Dukes
	 	 	 	 	

	 	 	
Title:
	 	Officer
	 	 	 	 	

	 	 	 	 	 
	 	 	U.S. BANK, NATIONAL ASSOCIATION f/k/a

FIRSTAR BANK, N.A., as a Lender and the

Selling Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ James N. DeVries
	 	 	 	 	

	 	 	
Name:
	 	James N. DeVries
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	NATIONAL CITY BANK OF MICHIGAN/ILLINOIS,

as a Lender and a Purchasing Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Mark R. Long
	 	 	 	 	

	 	 	
Name:
	 	Mark R. Long
	 	 	 	 	

	 	 	
Title:
	 	Senior Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	OAK BROOK BANK- OAK BROOK, as a Lender 

and a Purchasing Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Henry Wessel
	 	 	 	 	

	 	 	
Name:
	 	Henry Wessel
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	

	 	 	 	 	 
	 	 	WELLS FARGO BANK, NA, as a Lender and a

Purchasing Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ R. Duncan Sinclair
	 	 	 	 	

	 	 	
Name:
	 	R. Duncan Sinclair
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	




SIGNATURE PAGE TO

AMENDMENT NO. 5 TO CREDIT AGREEMENT


 






 


SCHEDULE II


LIST OF PERCENTAGES AND APPLICABLE LENDING OFFICES


AND REALLOCATION SCHEDULE



	 	 	 	 	 	 	 
	Name of Bank	 	 	Domestic Lending Office
	 	Eurodollar Office
	
	 	
	 	

	 	 	 	 	 	 	 
	Bank of America, N.A	 	231 South LaSalle Street

Chicago, Illinois 60697

Attn: Jennifer Gerdes

	 	231 South LaSalle Street

Chicago, Illinois 60697

Attn: Jennifer Gerdes
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$12,840,909.08

$  2,568,181.82

$15,409,090.90

  18.344155827%
	 	 	 	 	 	 	 
	Fleet National Bank	 	Mail Stop: NJRP47502D

208 Harristown Road

Glen Rock, NJ 07452

Attn: Bonnie Gershon
	 	Mail Stop: NJRP47502D

208 Harristown Road

Glen Rock, NJ 07452

Attn: Bonnie Gershon
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$  9,191,919.20

$  1,838,383.84

$11,030,303.04

  13.131313138%
	 	 	 	 	 	 	 
	The Northern Trust

    Company	 	50 South LaSalle Street

Chicago, Illinois 60675

Attn: Robin Brody
	 	50 South LaSalle Street

Chicago, Illinois 60675

Attn: Robin Brody
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$6,363,636.36

$1,272,727.27

$7,636,363.63

  9.090909080%
	 	 	 	 	 	 	 
	LaSalle National Bank	 	135 South LaSalle Street

Suite 800

Chicago, Illinois 60603

Attn: Drew Burlak
	 	135 South LaSalle Street

Suite 800

Chicago, Illinois 60603

Attn: Drew Burlak
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$7,777,777.78

$1,555,555.56

$9,333,333.34

11.111111114%



 







 




	 	 	 	 	 	 	 
	Comerica Bank-Detroit	 	500 Woodward Avenue

Detroit, MI 48226-3240

Attn: Alan Carlyle
	 	500 Woodward Avenue

Detroit, MI 48226-3240

Attn: Alan Carlyle
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$7,777,777.78

$1,555,555.56

$9,333,333.34

11.111111114%
	 	 	 	 	 	 	 
	National City Bank

    of Michigan/Illinois	 	2021 Spring Road

Suite 600

Oak Brook, IL 60523

Attn: Mark R. Long
	 	2021 Spring Road

Suite 600

Oak Brook, IL 60523

Attn: Mark R. Long
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$11,691,919.20

$  2,338,383.84

$14,030,303.04

  16.702741709%
	 	 	 	 	 	 	 
	Oak Brook Bank-Oak Brook	 	1400 16th Street

Oak Brook, IL 60523

Attn: Henry Wessel
	 	1400 16th Street

Oak Brook, IL 60523

Attn: Henry Wessel
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$4,785,353.54

$   957,070.71

$5,742,424.25

  6.836219343%
	 	 	 	 	 	 	 
	Wells Fargo Bank, NA	 	6th & Marquette

MAC: N9305-050

Attn: R. Duncan Sinclair
	 	6th & Marquette

MAC: N9305-050

Attn: R. Duncan Sinclair
	 	 	 	 	 	 	 
	 	 	
Revolving Commitment:

Term Commitment:

Total Commitment:

Percentage:
	 	 	 	$  9,570,707.07

$  1,914,141.41

$11,484,848.49

  13.672438674%
	 	 	 	 	 	 	 
	 	 	
Total Revolving Commitments:

Total Term Commitment:
	 	$70,000,000

$14,000,0001	 	 
	 	 	 	 	
	 	 
	 	 	
Total Aggregate Commitment:
	 	$84,000,000	 	 








	 	 	1 Original Term Commitment was $55,000,000, and Total Aggregate Commitment was
$125,000,000 at the Closing Date. Amounts shown above are based on outstanding
Term Loans as of October 1, 2002.


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Reallocation Schedule



Attached.


3