EXHIBIT 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 7, 2006, is entered into by and among CENTRAL PARKING CORPORATION, a
Tennessee corporation ("CPC" or the "Parent"), CENTRAL PARKING SYSTEM, INC., a
Tennessee corporation ("CPS"), ALLRIGHT CORPORATION, a Delaware corporation
("Allright"), XXXXXX SYSTEM, INC., a Delaware corporation ("Xxxxxx"), CPS
FINANCE, INC., a Delaware corporation ("CPSF"), and CENTRAL PARKING SYSTEM OF
TENNESSEE, INC., a Tennessee corporation ("CPST") (CPC, CPS, Allright, Xxxxxx,
CPSF and CPST are hereinafter referred to individually as a "Borrower" and
collectively as the "Borrowers"), the Subsidiary Guarantors, the Lenders party
to the Existing Credit Agreement (defined below) (the "Lenders") and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each,
as defined herein).
WITNESSETH
WHEREAS, the Borrowers, the Subsidiary Guarantors, the Lenders party
thereto, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents entered into that certain Credit Agreement, dated as of
February 28, 2003, as amended by that certain First Amendment to Credit
Agreement, dated as of August 12, 2003, as amended by that certain Second
Amendment to Credit Agreement, dated as of June 4, 2004, as amended by that
certain Third Amendment to Credit Agreement, dated as of January 25, 2005, as
amended by that certain Fourth Amendment to Credit Agreement, dated as of August
11, 2005 (as further amended, modified, extended, renewed, restated, replaced or
increased from time to time, the "Existing Credit Agreement"); and
WHEREAS, the Parent has requested, and the Lenders have agreed, to amend
the Existing Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
amended hereby.
"Fifth Amendment Effective Date" means March 31, 2006.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Fifth Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II.
SUBPART 2.1 Amendments to Section 1.01. The definition of "Consolidated
EBITDA" set forth in Section 1.01 of the Existing Credit Agreement is hereby
amended in its entirety to read as follows:
"Consolidated EBITDA" means for any period, for the Consolidated
Parties on a consolidated basis, the sum of (a) Consolidated Net Income,
plus (b) an amount which, in the determination of Consolidated Net Income,
has been deducted for the following (without duplication): (i) Consolidated
Interest Expense, (ii) Consolidated Cash Taxes, (iii) depreciation and
amortization expense, (iv) dividends paid on the Preferred Stock on the
dates and at the rate set forth in the description of the Preferred Stock
contained in Schedule 1.02 (but with respect to the Preferred Stock,
without duplication to the extent a comparable amount is taken by the
Parent as interest expense on the related subordinated debt), (v) charges
and expenses in an amount not to exceed $13,341,000 for the fiscal quarter
ending September 30, 2005, $1,444,000 for the fiscal quarter ending
December 31, 2005 and $1,765,000 for the fiscal quarter ending March 31,
2006, in each case to the extent related to discontinued operations and
general and administrative related expenses in the United Kingdom and (vi)
charges and expenses related to discontinued operations in the United
Kingdom and general and administrative related expenses in the United
Kingdom, in an aggregate amount not to exceed $20,000,000, in the
aggregate, for the fiscal quarters ending June 30, 2006 through December
31, 2006, all as determined in accordance with GAAP.
SUBPART 2.2 Amendment to Section 8.02. Clause (m) of Section 8.02 of the
Existing Credit Agreement is hereby amended and restated in its entirety to read
as follows:
8.02 INVESTMENTS.
*****
(m) Other Investments, including loans in connection with purchase
money financing, in an amount not to exceed $15,000,000 in the aggregate at
any time outstanding; and
SUBPART 2.3 Amendment to Section 8.11. Clauses (a), (b) and (c) of Section
8.11 of the Existing Credit Agreement are hereby amended and restated in their
entirety to read as follows:
8.11 FINANCIAL COVENANTS.
(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as of the end of any fiscal quarter of the Parent ending during a
period specified below to be greater than the ratio set forth below
opposite such fiscal quarter:
September 30, 2005 through December 31, 2005 5.25 to 1.00
January 1, 2006 through March 31, 2006 5.00 to 1.00
April 1, 2006 through June 30, 2006 4.50 to 1.00
July 1, 2006 through September 30, 2006 4.00 to 1.00
October 1, 2006 and thereafter 3.50 to 1.00
(b) Consolidated Senior Leverage Ratio. Permit the Consolidated Senior
Leverage Ratio as of the end of any fiscal quarter of the Parent ending
during a period specified below to be greater than the ratio set forth
below opposite such fiscal quarter:
September 30, 2005 through December 31, 2005 4.00 to 1.00
January 1, 2006 through March 31, 2006 3.50 to 1.00
April 1, 2006 through September 30, 2006 3.00 to 1.00
October 1, 2006 and thereafter 2.50 to 1.00
(c) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the
Parent ending during a period specified below to be less than the ratio set
forth below opposite such fiscal quarter:
Closing Date through June 30, 2004 0.95 to 1.00
July 1, 2004 through December 31, 2005 1.05 to 1.00
January 1, 2006 through March 31, 2006 1.00 to 1.00
April 1, 2006 and thereafter 1.05 to 1.00
*****
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Fifth Amendment Effective Date. This Amendment shall be and
become effective as of the Fifth Amendment Effective Date when all of the
conditions set forth in this Part III shall have been satisfied, and thereafter
this Amendment shall be known, and may be referred to, as the "Amendment".
SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative
Agent shall have received counterparts of this Amendment, which collectively
shall have been duly executed on behalf of each of the Borrowers, the
Guarantors, the Required Lenders and the Administrative Agent.
SUBPART 3.3 Amendment Fee. The Administrative Agent shall have received for
the account of each Lender an amendment fee in the amount heretofore agreed to
be paid to such Lender.
SUBPART 3.4 Fees and Expenses. The Parent shall have paid all reasonable
fees and expenses incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment and the other transactions contemplated
herein including, without limitation, the reasonable legal fees and expenses of
Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent.
SUBPART 3.5 Other Items. The Administrative Agent shall have received such
other documents, agreements or information that may be reasonably requested by
the Administrative Agent.
PART IV
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. The Borrowers hereby represent
and warrant to the Administrative Agent and the Lenders that, after giving
effect to this Amendment, (a) no Default or Event of Default exists under the
Amended Credit Agreement and (b) the representations and warranties set forth in
Article VI of the Existing Credit Agreement are, subject to the limitations set
forth therein, true and correct as of the date hereof (except for those which
expressly relate to an earlier date).
SUBPART 4.2 Reaffirmation of Obligations. The Borrowers hereby ratify the
Existing Credit Agreement and acknowledge and reaffirm (a) that they are bound
by all terms of the Amended Credit Agreement applicable to them and (b) that
they are responsible for the observance and full performance of their respective
obligations under the Amended Credit Agreement.
SUBPART 4.3 Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.4 Instrument Pursuant to Existing Credit Agreement. This
Amendment is executed pursuant to the Existing Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and
applied in accordance with the terms and provisions of the Existing Credit
Agreement.
SUBPART 4.5 References in Other Credit Documents. At such time as this
Amendment shall become effective pursuant to the terms of Subpart 3.1, all
references to the "Credit Agreement" in the Existing Credit Agreement (and
similar references, such as "hereof" and "hereto") and in the other Loan
Documents shall be deemed to refer to the Existing Credit Agreement as amended
by this Amendment.
SUBPART 4.6 Counterparts/Telecopy. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of the Amendment by facsimile
(including electronic mail) shall be effective as an original and shall
constitute a representation that an original shall be delivered.
SUBPART 4.7 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT
EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).
SUBPART 4.8 Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
SUBPART 4.9 General. Except as amended hereby, the Existing Credit
Agreement and all other Credit Documents shall continue in full force and
effect.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Credit Agreement as of the date first above written.
BORROWERS: CENTRAL PARKING CORPORATION,
a Tennessee corporation
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer
CENTRAL PARKING SYSTEM, INC.,
a Tennessee corporation
ALLRIGHT CORPORATION,
a Delaware corporation
XXXXXX SYSTEM, INC.,
a Delaware corporation
CPS FINANCE, INC.,
a Delaware corporation
CENTRAL PARKING SYSTEM OF TENNESSEE,
INC., a Tennessee corporation
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer
FIFTH AMENDMENT TO CREDIT AGREEMENT
CENTRAL PARKING CORPORATION
GUARANTORS: CENTRAL PARKING SYSTEM OF NEW YORK,
INC., a Tennessee corporation
XXXXXX PARKING SYSTEM, INC.,
a New York corporation
CENTRAL PARKING SYSTEM OF PENNSYLVANIA,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF VIRGINIA, INC.
(F/K/A DIPLOMAT PARKING CORP.),
a DC corporation
CENTRAL PARKING SYSTEM OF TEXAS, INC.,
a Texas corporation
CENTRAL PARKING SYSTEM OF OHIO, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF FLORIDA, INC.,
a Tennessee corporation
ALLRIGHT NEW YORK PARKING, INC.,
a New York corporation
CENTRAL PARKING SYSTEM OF NEW JERSEY,
INC., a New Jersey corporation
CENTRAL PARKING SYSTEM OF GEORGIA, INC.,
a Tennessee corporation
USA PARKING SYSTEM, INC. (F/K/A XXXXXX,
INC.), a Tennessee corporation
CENTRAL PARKING SYSTEM OF LOUISIANA,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF MARYLAND,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM REALTY OF
NEW YORK, INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF WASHINGTON,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF MISSOURI, INC.
(F/K/A CPS-ST. LOUIS, INC.),
a Tennessee corporation
CENTRAL PARKING SYSTEM OF WISCONSIN,
INC., a Tennessee corporation
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer of each
of the foregoing Guarantors
[signature pages continue]
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Ronaldo Naval
------------------------------------
Name: Ronaldo Naval
Title: Vice President
LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C
Issuer and Swing Line Lender
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Senior Vice President
AMSOUTH BANK
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
BARCLAYS BANK PLC
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Director, North America
COMERICA BANK
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
FIFTH THIRD BANK, N.A.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
FIRST TENNESSEE BANK N.A.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Van Brandenburg
------------------------------------
Name: Van Brandenburg
Title: Vice President
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
SUNTRUST BANK
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
REGIONS BANK
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
US, BANK, N.A.
By: /s/ Xxxxxxx X. XxXxxx
------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AMMC CLO III, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AURUM CLO 2002-1, LTD.
By: Columbia Management Advisors, Inc.
As Investment Manager
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
BANK OF MONTREAL
By: HIM Monegy, Inc as agent
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President, HIM Monegy Inc
BLACK DIAMOND CLO 2005-1 LTD.
By: Black Diamond Capital Management,
L.L.C., as its collateral manager
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: President & Managing Partner
Black Diamond Capital Management,
L.L.C.
BLACK DIAMOND CLO 2005-2 LTD.
By: Black Diamond Capital Management,
L.L.C., as its collateral manager
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: President & Managing Partner
Black Diamond Capital Management,
L.L.C.
BLACK DIAMOND INTERNATIONAL FUNDING LTD.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
BOSTON HARBOR CLO 2004-1, LTD.
By:
------------------------------------
Name: Xxxx Xxxxx
Title: V.P.
EAGLE LOAN TRUST
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager
By:
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
FLAGSHIP CLO 2001-1
By: Deutsche Asset Management, Inc. as
sub advisor
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
FLAGSHIP CLO II
By: Deutsche Asset Management, Inc. as
sub advisor
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
FLAGSHIP CLO III
By: Deutsche Asset Management, Inc. as
sub advisor
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
FLAGSHIP CLO IV
By: Deutsche Asset Management, Inc. as
sub advisor
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
SUNAMERICA LIFE INSURANCE COMPANY
By: AIG Global Investment Corp., Inc.
its Investment Advisor
By: /s/ Xxxx X. Xxxxxx, III
------------------------------------
Name: Xxxx X. Xxxxxx, III
Title: Managing Director
GALAXY CLO 1999-1, LTD.
By: AIG Global Investment Corp., Inc.
its Collateral Manager
By: /s/ Xxxx X. Xxxxxx, III
------------------------------------
Name: Xxxx X. Xxxxxx, III
Title: Managing Director
GALAXY CLO 2003-1, LTD.
By: AIG Global Investment Corp., Inc.
its Collateral Manager, as a Lender
By: /s/ Xxxx X. Xxxxxx, III
------------------------------------
Name: Xxxx X. Xxxxxx, III
Title: Managing Director
HANOVER SQUARE CLO LTD.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Managing Director
KZH SOLEIL LLC, as a Lender
By:
------------------------------------
Name: Xxx Xxx Xxx
Title: Authorized Agent
KZH SOLEIL-2 LLC, as a Lender
By:
------------------------------------
Name: Xxx Xxx Xxx
Title: Authorized Agent
By: LANDMARK CDO LIMITED
By Aladdin Capital Management LLC
as Manager
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
By: LANDMARK II CDO LIMITED
By Aladdin Capital Management LLC
as Manager
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
By: LANDMARK III CDO LIMITED
By Aladdin Capital Management LLC
as Manager
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
LONG LANE MASTER TRUST IV
By:
------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
AS ADMINISTRATOR FOR,
XXXXXXX CLO HOLDING LLC
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
MONUMENT PARK CDO LTD.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Managing Director
PROSPECT PARK CDO LTD.
By: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX BRISTOL CLO, LTD.
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX CARRERA CLO, LTD.
By: Xxxxxxxxx Capital Partners, LLC
as its Asset Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO, LTD.
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
TRIMARAN CLO IV LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
UNION SQUARE CDO LTD.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Asset Management
By: /s/ Xxxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
XXX XXXXXX SENIOR LOAN FUND
By: Xxx Xxxxxx Asset Management
By: /s/ Xxxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners, LLC
as its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
