8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2002

QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-22609	84-1339282
(Commission File Number)	(IRS Employer Identification No.)
1801 California Street Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 303-992-1400

Not applicable
(Former name or former address, if changed since last report)

Item 5. Other Events.

        Effective as of November 18, 2002, Qwest Communications International Inc. ("Qwest") reached an agreement with a majority of the lenders in its $2.0 billion syndicated credit facility to amend the agreement governing the facility (the "Credit Agreement"). A copy of the amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K. The following description of the effect of the amendment is qualified in its entirety by reference to the amendment itself.

        The amendment facilitates the recent debt exchange offer announced by Qwest and its subsidiary, Qwest Services Corporation, by (a) permitting the issuance of new indebtedness in exchange for existing indebtedness, (b) permitting a portion of the indebtedness permitted to be incurred by QSC to be pari passu in right of payment to indebtedness under the Credit Agreement, while preserving the requirement that such indebtedness be subordinated in lien priority to indebtedness under the Credit Agreement, and (c) clarifying the means by which new indebtedness may be granted subordinated liens on the collateral securing the Credit Agreement. The amendment also makes a number of other technical modifications to the Credit Agreement unrelated to the recent debt exchange offer.

        The $750 million term loan at Qwest's subsidiary Qwest Dex, Inc. (the "QwestDex Term Loan") incorporates by reference Article 5 of the Credit Agreement and, accordingly, revisions made by the amendment to Article 5 of the Credit Agreement will also modify the QwestDex Term Loan.

Forward Looking Statements Warning

        This Current Report on Form 8-K contains projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the SEC, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: the duration and extent of the current economic downturn in our 14-state local service area, including its effect on our customers and suppliers; the effects of our anticipated restatement of historical financial statements including delays in or restrictions on our ability to access the capital markets or other adverse effect to our business or financial position; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC's current investigation into our accounting policies, practices and procedures; any adverse outcome of the current investigation by the U.S. Attorney's Office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; the failure of our chief executive and chief financial officers to provide certain certifications relating to certain public filings; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; our future ability to provide interLATA services within our 14-state local service area; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete, including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; dependence on new product development and acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditures of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.

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        The information contained in this Current Report on Form 8-K is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this Current Report on Form 8-K should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This Current Report on Form 8-K may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility.

        Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

        By including any information in this Current Report on Form 8-K, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

Item 7(c). Exhibit.

Exhibit 10.1 Amendment No. 1 dated as of November 6, 2002, to Second Amended and Restated Credit Agreement dated as of August 30, 2002, by and among Qwest Services Corporation, Qwest Communications International Inc., QwestDex Holdings, Inc. Qwest Dex, Inc., the Banks listed therein, and Bank of America, N.A., as Agent

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: November 25, 2002	By:	/s/  YASH A. RANA Yash A. Rana Vice President

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Amendment No. 1 dated as of November 6, 2002, to Second Amended and Restated Credit Agreement dated as of August 30, 2002, by and among Qwest Services Corporation, Qwest Communications International Inc., QwestDex Holdings, Inc. QwestDex, Inc., the Banks listed therein, and Bank of America, N.A., as Agent

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Item 5. Other Events.
Item 7(c). Exhibit.

SIGNATURES
EXHIBIT INDEX

EX-10.1

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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:

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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:

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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:

10

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:

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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:

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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:

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BEAR STEARNS & CO. INC.

By:

Name:

Title:

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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