Exhibit 10.25
CONFORMED COPY
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SECOND AMENDMENT
SECOND AMENDMENT, dated as of January 8, 1999 (this "Amendment"), to
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the Credit and Guarantee Agreement, dated as of December 19, 1997, (as amended
by the First Amendment, dated as of May 27, 1998 and as may be further amended,
supplemented or otherwise modified from time to time, the "Credit and Guarantee
--------------------
Agreement"), among Exide Corporation, a Delaware corporation (the "Company"),
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the Borrowing Subsidiaries signatory thereto, the Guarantors signatory thereto,
the several lenders from time to time parties thereto (the "Lenders"), Xxxxxx
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Commercial Paper Inc., as Syndication Agent for the Lenders (in such capacity,
the "Syndication Agent") and Credit Suisse First Boston, as Administrative Agent
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for the Lenders (in such capacity, the "Administrative Agent").
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W I T N E S S E T H:
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WHEREAS, pursuant to the Credit and Guarantee Agreement, the Lenders
have agreed to make, and have made, certain loans and other extensions of credit
to the Company and the Borrowing Subsidiaries; and
WHEREAS, the Company and the Borrowing Subsidiaries have requested,
and, upon this Amendment becoming effective, the Lenders have agreed, that
certain provisions of the Credit and Guarantee Agreement and Collateral
Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. (a) General. Terms defined in the Credit and
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Guarantee Agreement and used herein shall, unless otherwise indicated, have the
meanings given to them in the Credit and Guarantee Agreement. Terms defined and
used in this Amendment shall have the meanings given to them in this Amendment.
(b) Replacement of Definitions. Subsection 1.1 of the Credit and
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Guarantee Agreement is hereby amended by deleting therefrom the definition of
"Consolidated EBITDA" in its entirety and substituting in lieu thereof the
following definition in the appropriate alphabetical order:
"'Consolidated EBITDA': for any period, Consolidated Net Income for
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such period plus, without duplication and (other than with respect to
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clause (g) below) to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (a) income tax
expense, (b) interest expense, amortization or writeoff of debt discount
and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (c)
depreciation and
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amortization expense, (d) amortization of intangibles (including, but not
limited to, goodwill) and organization costs, (e) any other non-cash
charges, (f) any foreign currency translation losses required to be
recognized in accordance with GAAP with respect to intercompany obligations
and (g) for any period of determination which includes any fiscal quarter
in which the Company or any of its Subsidiaries receives any casualty or
condemnation proceeds related to any casualty event which has occurred
prior to the Second Amendment Effective Date with respect to the Cwmbran,
Wales, Bristol, Tennessee or Budingen, Germany facilities (the "Casualty
--------
Proceeds") and to the extent the Company or any of its Subsidiaries has
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previously expended and recognized on its financial statements amounts to
rebuild such facilities other than with the proceeds of the Casualty
Proceeds, the amount of the Casualty Proceeds received during any of such
quarters which are included in such period of determination, and minus, to
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the extent included in the statement of such Consolidated Net Income for
such period, the sum of (a) interest income, (b) any extraordinary, unusual
or non-recurring income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net
Income for such period, gains on the sales of assets outside of the
ordinary course of business), (c) any other non-cash income, all as
determined on a consolidated basis and (d) any foreign currency translation
gains required to be recognized in accordance with GAAP with respect to
intercompany obligations."
(c) Addition of Definitions. Subsection 1.1 of the Credit and
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Guarantee Agreement is hereby amended by adding thereto the following new
definition in appropriate alphabetical order:
"'Second Amendment': the Second Amendment, dated as of January 8,
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1999, to this Agreement."
"'Second Amendment Effective Date': the date of effectiveness of the
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Second Amendment."
2. Amendment to Subsection 7.11. Subsection 7.11 of the Credit and
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Guarantee Agreement is hereby amended by adding thereto immediately at the end
thereof and prior to the period the following: "(other than the 1999 calendar
year)".
3. Amendment to Subsection 8.1(a). Subsection 8.1(a) of the Credit
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and Guarantee Agreement is hereby amended by deleting the table contained
therein and substituting in lieu thereof the following table:
Consolidated
Period Leverage Ratio
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March 31, 1998 5.50 to 1.0
April 1, 1998 through June 30, 1998 5.75 to 1.0
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July 1, 1998 through December 31, 1998 5.50 to 1.0
January 1, 1999 through June 30, 1999 5.25 to 1.0
July 1, 1999 through December 31, 1999 4.95 to 1.0
January 1, 2000 through June 30, 2000 3.75 to 1.0
July 1, 2000 through December 31, 2000 4.00 to 1.0
January 1, 2001 through June 30, 2001 3.25 to 1.0
July 1, 2001 through December 31, 2001 3.50 to 1.0
January 1, 2002 through June 30, 2002 2.75 to 1.0
July 1, 2002 through December 31, 2002 3.00 to 1.0
January 1, 2003 through June 30, 2003 2.75 to 1.0
July 1, 2003 through December 31, 2003 3.00 to 1.0
January 1, 2004 through June 30, 2004 2.75 to 1.0
July 1, 2004 through December 31, 2004 3.00 to 1.0
4. Amendment to Subsection 8.1(b). Subsection 8.1(b) of the Credit
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and Guarantee Agreement is hereby amended by deleting the table contained
therein and substituting in lieu thereof the following table:
Consolidated Fixed
Period Charge Coverage Ratio
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March 31, 1998 through December 31, 1998 0.95 to 1.0
January 1, 1999 through June 30, 1999 1.10 to 1.0
July 1, 1999 through December 31, 1999 1.30 to 1.0
January 1, 2000 through December 31, 2000 1.35 to 1.0
January 1, 2001 and thereafter 1.75 to 1.0
5. Amendment to Subsection 8.1(c). Subsection 8.1(c) of the Credit
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and Guarantee Agreement is hereby amended by deleting the table contained
therein and substituting in lieu thereof the following table:
Consolidated
Peroid EBITDA
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March 31, 1998 through June 30, 1999 $230,000,000
July 1, 1999 through December 31, 1999 $260,000,000
January 1, 2000 through December 31, 2000 $280,000,000
January 1, 2001 through December 31, 2001 $300,000,000
January 1, 2002 and thereafter $320,000,000
6. Amendment to Subsection 8.5. Subsection 8.5 of the Credit and
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Guarantee Agreement is hereby amended by adding thereto the following new
paragraph (j):
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"(j) the sale by the Company or any of its Subsidiaries of the assets
described on Exhibit A to the Second Amendment."
7. Conditions to Effectiveness. This Amendment shall become
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effective on and as of the date that the Administrative Agent shall have
received counterparts of this Amendment, duly executed by the Company, the
Borrowing Subsidiaries, the Guarantors and the Required Lenders and upon such
receipt shall be deemed to be effective as of December 27, 1998.
8. Representations and Warranties. The Company as of the date hereof
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and after giving effect to the amendments contained herein, hereby confirms,
reaffirms and restates those representations and warranties made by it in
Section 5 of the Credit and Guarantee Agreement; provided, that each reference
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to the Credit and Guarantee Agreement therein shall be deemed to be a reference
to the Credit and Guarantee Agreement after giving effect to this Amendment.
9. Payment of Expenses. The Company agrees to pay or reimburse the
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Syndication Agent and the Administrative Agent for all of their out-of-pocket
costs and reasonable expenses incurred in connection with the Amendment, any
other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Syndication Agent and the Administrative Agent.
10. Fees. In consideration of the agreement of the Lenders to
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consent to the amendments contained herein, the Borrower agrees to pay to each
Lender which so consents on or prior to January 8, 1999, an amendment fee in an
amount equal to 0.20% of the amount of such Lender=s Commitment, payable on the
date hereof in immediately available funds.
11. Reference to and Effect on the Loan Documents; Limited Effect.
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On and after the date hereof and the satisfaction of the conditions contained in
Section 7 of this Amendment, each reference in the Credit and Guarantee
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit and Guarantee Agreement, and each reference in the other
Loan Documents to "the Credit and Guarantee Agreement", "thereunder", "thereof"
or words of like import referring to the Credit and Guarantee Agreement, shall
mean and be a reference to the Credit and Guarantee Agreement as amended hereby.
The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or any Agent under any of the Loan Documents, nor constitute a waiver
of any provisions of any of the Loan Documents. Except as expressly amended
herein, all of the provisions and covenants of the Credit and Guarantee
Agreement and the other Loan Documents are and shall continue to remain in full
force and effect in accordance with the terms thereof and are hereby in all
respects ratified and confirmed.
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12. Counterparts. This Amendment may be executed by one or more of
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the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
13. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
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THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
EXIDE CORPORATION, as a Borrower and as a
Guarantor
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
EXIDE HOLDING EUROPE S.A.
COMPAGNIE EUROPEENNE
D'ACCUMULATEURS S.A.
EURO EXIDE CORPORATION LIMITED
SOCIEDAD ESPANOLA DEL ACUMULADOR TUDOR X.X.
XXXXX A.B.
EXIDE VERWALTUNGS GMBH
MERCOLEC TUDOR B.V.,
each as a Borrowing Subsidiary and as a Guarantor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Attorney-in-Fact
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ACCUMULATORENFABRIK SONNENSCHEIN
GMBH
COMPAGNIA GENERALE ACCUMULATORI
S.P.A.
SINAC S.R.L.
FULMEN IBERICA S.A.
CMP BATTERIES LIMITED
CMP BATTERIJEN B.V.
SOCIETE FRANCAISE DES
ACCUMULATEURS XXXXX X.X.
CMP BATTERIER A/S
EXIDE AUTOMOTIVE BATTERIE GMBH
XXXXX BATTERIE A.G.
INDUSTRIA COMPOSIZIONI STAMPATE
S.P.A.
XXXXX BATTERIJEN B.V.
ELECTRO MERCANTIL INDUSTRIAL X.X.
XXXXXXXXXX S.A.
TERRENOS Y CONSTRUCCIONES S.A.
T.S. BATTERIE S.R.L.
EXIDE BATTERIES LIMITED
B.I.G. BATTERIES LIMITED
EXIDE (DAGENHAM) LIMITED
EXIDE FRANCE S.A.
FULMEN UK LIMITED
EXIDE AUTOMOTIVE S.A.
CMP BATTERIJEN N.V.
SOCIEDAD PORTUGUESA DO
ACUMULADOR XXXXX X.X.
EXIDE DENMARK A/S
GEMALA SWEDEN AB
CENTRA S.A.
DETA AKKUMULATORENWERK GMBH
MAREG ACCUMULATOREN GMBH
FRIWO SILBERKRAFT MBH
EXIDE SONNAK A/S
CMP BATTERIJEN S.A.
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EXIDE AUTOMOTIVE S.A.
EXIDE LENDING LIMITED
each as a Guarantor, subject to the limitations, if
any, contained in Schedule 10.1
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Attorney-in-Fact
GBC, INC.
as a Guarantor
By: /s/ Xxxxxxx X Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
GENERAL BATTERY CORPORATION
as a Guarantor
By: Exide Investments, Inc., trustee
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
EXIDE INTERNATIONAL, INC.
as a Guarantor
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
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XXXXXX BROTHERS INC., as Arranger
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
XXXXXX COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By: /s/ Xxxxxxx X. X'Xxxxx
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Name: Xxxxxxx X. X'Xxxxx
Title: Authorized Signatory
CREDIT SUISSE FIRST BOSTON, as
Arranger and as Administrative Agent
By: /s/ Xxxxxx X. Xxxxx
--------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as a
Lender
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
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XXXXXX BROTHERS BANKHAUS AG
By: /s/ Julian Entwslg
--------------------
Name: Julian Entwislg
Title: Authorized Signatory
ALPHA CREDIT BANK A.E.
By: /s/ A. Polychroniadis & X.X. Xxxxxx
-----------------------------------
Name: A. Polychroniadis & X.X. Xxxxxx
Title: Deputy Gen. Manager & OPS Manager
BANK OF MONTREAL
By: /s/ Xxxxxx X. XxXxxx
-----------------------
Name: Xxxxxx X. XxXxxx
Title: Director
BANQUE PARIBAS
By: /s/ Authorized Signatory
------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. - PEKAO S.A.
By: /s/ X.X. Xxxxx
----------------
Name: X.X. Xxxxx
Title: Vice President
SCOTIABANK EUROPE PLC
By:__________________________________
Name:
Title:
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XXXXX XXXXXXXX XX XXXXXXX-XXXXXXX
XXXXXXXX X.X.X.X.X.
By: /s/ G. Gattaneo & X. Xxxxxx
----------------------------
Name: G. Gattaneo & X. Xxxxxx
Title: Co-General Manager & Deputy General Manager
BANKBOSTON, N.A.
By:__________________________
Name:
Title:
BANQUE ET CAISSE D'EPARGNE DE L'ETAT,
LUXEMBOURG
By:/s/Xxxx-Xxxxxx Xxxxx & Xxxx Xxxx
-----------------------------------
Name: Xxxx-Xxxxxx Xxxxx & Xxxx Xxxx
Title: Director
BHF BANK AKTENGESELLSCHAFT
By: /s/ K. Johannsmann/X. Xxxxxxx
---------------------------------
Name: K. Johnannsmann/X. Xxxxxxx
Title: Vice President/Assistant Treasurer
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxx Xxxxxxx
------------------
Name: Xxxxx Xxxxxxx
Title: Head of Acquisition Finance
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BANCO ESPIRITO SANTO E COMERCIAL DE
LISBOA S.A.
By: /s/ X.X. Xxxxxx & X. Xxxxxx
---------------------------
Name: X.X. Xxxxxx & X. Xxxxxx
Title: Manager and Deputy Manager
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxx & Xxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxx & Xxxx Xxxxxxx
Title: Vice President & First Vice President
COMERICA BANK
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Account Officer
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx Xxxxx & W. Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxx & W. Xxxxx Xxxxxx
Title: First Vice President
DAI-ICHI KANGYO BANK, LTD.
By: /s/ Xxxxxxxxxxx Xxxxx
--------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
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DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
By: /s/ Brigitte Sacin & Xxxx X. Xxxxxxx
------------------------------------
Name: Brigitte Sacin & Xxxx X. Xxxxxxx
Title: Assistant Treasurer & Assistant Vice President
NBD BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
CORESTATES BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INDUSTRIAL BANK OF JAPAN, LIMITED
NEW YORK BRANCH
By: /s/ Xxxx Xxxxx
---------------
Name: Xxxx Xxxxx
Title: Senior Vice President
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OSTERREICHISCHE INVESTITIONSKREDIT
AG
By: Anscheringer & J. Wandsam
-------------------------
Name: Anscheringer & J. Wandsam
Title: Assistant General Manager & Manager
MEESPIERSON N.V.
By:___________________________________
Name:
Title:
MELLON BANK, N.A.
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
THE MITSUBISHI TRUST & BANKING
CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
THE SUMITOMO BANK, LIMITED
By: /s/ X. Xxxxxxxxx
----------------
Name: X. Xxxxxxxxx
Title: General Manager
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THE SUMITOMO TRUST & BANKING CO.,
LTD.
By: /s/ X.X. Xxxxxx
---------------
Name: X.X. Xxxxxx
Title: Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxx Xxxxxx
------------------
Name: Xxxxx Xxxxxx
Title: Vice President
MONUMENTAL LIFE INSURANCE
COMPANY, successor by merger to Peoples
Security Life Insurance Company
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President & Assistant Secretary
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxxxxx
---------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By: /s/ Xxxx Xxxxxx Xxxxxx
----------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Senior Vice President
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ARCHIMEDES FUNDING, L.L.C.
By: ING CAPITAL ADVISORS, INC., as
Collateral Advisor
By: /s/ Xxxx Xxxxxx Xxxxxx
----------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Senior Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
ORIX USA CORPORATION
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Executive Vice President
PARIBAS CAPITAL FUNDING LLC
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
KZH CNC LLC
By: /s/ Xxxxxxxx Xxxxxx
-----------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
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KZH LANGDALE LLC
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Xxxxxxxx Xxxxxx
---------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
THE BANK OF SCOTLAND
By: /s/ Xxxxxxx Xxxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director, European Corporate Finance
THE BANK OF NOVA SCOTIA
By: /s/ J. Xxxx Xxxxxxx
--------------------
Name: J. Xxxx Xxxxxxx
Title: Authorized Signatory
NATEXIS BANQUE
By: /s/ Xxxx X. Xxxxxxx & Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx & Xxxxxx Xxxxxx
Title: Executive Vice President & Associate
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ALLIANCE CAPITAL MANAGEMENT L.P., as
Manager on behalf of Alliance Capital Funding,
L.L.C.
By: Alliance Capital Management Corporation,
General Partner of Alliance Capital
Management L.P.
By: /s/ X.X. Xxxxxxx Alex
---------------------------
Name: X.X. Xxxxxxx Xxxx
Title: Vice President
ALLIANCE CAPITAL MANAGEMENT L.P., as
Manager on behalf of Alliance Investments Limited
By: Alliance Capital Management Corporation,
General Partner of Alliance Capital
Management L.P.
By: /s/ Xxxxxx Xxxxxxx
--------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
BALANCED HIGH YIELD FUND I LTD.,
By: BHF-Bank Aktiengesellschaft, acting
through its New York Branch, as attorney-
in-fact
By: /s/ Xxxx Xxxxx & Xxxxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx & Xxxxxx Xxxxx
Title: Vice President & Assistant Vice
President
CYPRESSTREE INVESTMENT PARTNERS II,
LTD.
As: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:/s/Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Principal
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DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital Luxembourg, as Collateral
Manager
By:/s/Francoise Berthlelot
-----------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Authorized Signatory
SYNDICATED LOAN FUNDING INC.
By: Xxxxxx Commercial Paper Inc. not in its
individual capacity but solely as Asset
Manager
By: /s/ Xxxxxxx X. X'Xxxxx
-----------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Authorized Signatory
DEBT STRATEGIES FUND II, INC.
By: /s/ Xxxx Xxxxxxx
-----------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
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XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
as Investment Advisor
By: /s/ Xxxx Xxxxxxx
------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as Manager
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
ROYALTON COMPANY
By: Pacific Investments Management Company,
as Investment Advisor
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXXXX & XXXX FINANCIAL INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxx
Title: President & CEO
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE NEW YORK BRANCH
By: /s/ A. de Gromard
-------------------
Name: A. de Gromard
Title: Senior Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
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