EXHIBIT 10.45
EXECUTION COPY
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AMENDMENT AND WAIVER
AMENDMENT AND WAIVER, dated as of February 7, 2001 (this "Amendment"),
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to the Fifth Amended and Restated Credit Agreement, dated as of November 1, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
------
Agreement"), among Aurora Foods Inc. (the "Company"), the financial institutions
--------- -------
parties thereto (the "Lenders"), The Chase Manhattan Bank, as the administrative
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agent for the Lenders (in such capacity, the "Administrative Agent"), National
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Westminster Bank PLC, as syndication agent (in such capacity, the "Syndication
-----------
Agent") and UBS AG, Stamford Branch, as documentation agent (in such capacity,
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the "Documentation Agent").
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W I T N E S S E T H:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Company;
WHEREAS, the Company has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended as set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
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used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Amendments to Credit Agreement.
------------------------------
(a) Amendments to Subsection 1.1. (i) Subsection 1.1 of the Credit
----------------------------
Agreement is hereby amended by deleting the existing term "Applicable Margin"
therefrom and substituting in lieu thereof the following:
"Applicable Margin" means (x) with respect to Revolving Loans and
Tranche A Term Loans, 2.50% if such Loans are Base Rate Loans and 3.50% if
such Loans are Eurodollar Rate Loans, (y) with respect to Tranche B Term
Loans shall be 3.00% if such Loans are Base Rate Loans and 4.00% if such
Loans are Eurodollar Rate Loans, and (z) with respect to the Commitment Fee
shall be 0.50%; provided, that if the Company has not received and applied
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in accordance with Section 2.4B(iii)(a) Net Cash Proceeds from an Asset
Sale in an amount equal to at least $90,000,000 during the period from
February 1, 2001 through June 30, 2001, "Applicable Margin" shall mean, for
the period beginning July 1, 2001 and ending on the date the Company
receives such Net Cash Proceeds, (x) with respect to Revolving Loans and
Tranche A Term Loans, 2.75%
2
if such Loans are Base Rate Loans and 3.75% if such Loans are Eurodollar
Rate Loans, (y) with respect to Tranche B Term Loans shall be 3.25% if such
Loans are Base Rate Loans and 4.25% if such Loans are Eurodollar Rate
Loans, and (z) with respect to the Commitment Fee shall be 0.50%.
(ii) Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting from clause (6) of the term "Consolidated EBITDA" the number
"$500,000" and substituting in lieu thereof the number "$3,000,000".
(iii) Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting from clause (7) of the term "Consolidated EBITDA" the
number "$25,000,000" and substituting in lieu thereof the number
"$30,000,000".
(iv) Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting from the term "Consolidated EBITDA" the reference to subsection
"7.6F" and substituting in lieu thereof a reference to subsection "7.6G".
(b) Amendment to Subsection 2.1A(v). Subsection 2.1A(v) of the Credit
-------------------------------
Agreement is hereby amended by adding "and the new amount of the Swing Line Loan
Commitment as of February 7, 2001 is $15,000,000" immediately after the term
"$10,000,000" in the second sentence of said subsection.
(c) Amendment to Subsection 2.4B(iii)(a). Subsection 2.4B(iii)(a) of
------------------------------------
the Credit Agreement is hereby amended by deleting such subsection in its
entirety and substituting in lieu thereof the following:
(a) Prepayments and Reductions from Asset Sales. No later than
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the second Business Day following the date of receipt by Company or
any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale,
Company shall prepay the Loans (and/or the Revolving Loan Commitments
shall be reduced) in an aggregate amount equal to 100% of such Net
Cash Proceeds. Concurrently with any prepayment of the Loans and/or
reduction of the Commitments pursuant to this subsection 2.4B(iii)(a),
Company shall deliver to Administrative Agent an Officer's Certificate
demonstrating the derivation of the Net Cash Proceeds of the
correlative Asset Sale from the gross sales price thereof. In the
event that Company shall, at any time after receipt of Net Cash
Proceeds of any Asset Sale requiring a prepayment or a reduction of
the Revolving Loan Commitments pursuant to this subsection
2.4B(iii)(a), determine that the prepayments and/or reductions of the
Revolving Loan Commitments previously made in respect of such Asset
Sale were in an aggregate amount less than that required by the terms
of this subsection 2.4B(iii)(a), Company shall promptly cause to be
made an additional prepayment of the Loans (and/or reduction in the
Revolving Loan Commitments) in an amount equal to the amount of any
such deficit, and Company shall concurrently therewith deliver to
Administrative Agent an
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Officer's Certificate demonstrating the derivation of the additional
Net Cash Proceeds resulting in such deficit.
(d) Amendment to Subsection 7.3(v). Subsection 7.3(v) of the Credit
------------------------------
Agreement is hereby amended by adding "and Fiscal Year 2001" immediately after
the phrase "Fiscal Year 2000" in the proviso thereto.
(e) Amendment to Subsection 7.4(iii). Subsection 7.4(iii) of the
--------------------------------
Credit Agreement is hereby amended by deleting the number "$2,500,000" in clause
(a) thereof and substituting in lieu thereof the number "$5,000,000".
(f) Amendments to Subsection 7.6. Subsection 7.6 of the Credit
----------------------------
Agreement is hereby amended as follows:
(i) by deleting the portion of the table appearing at the end of
subsection 7.6A of the Credit Agreement relating to the periods
set forth below and substituting in lieu thereof the following:
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TEST PERIOD MINIMUM CONSOLIDATED CASH INTEREST
COVERAGE RATIO
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1/01/01 - 3/31/01 1.20:1.00
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4/01/01 - 6/30/01 1.20:1.00
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7/01/01 - 9/30/01 1.25:1.00
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10/01/01 - 12/31/01 1.40:1.00
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(ii) by deleting the portion of the table appearing at the end of
subsection 7.6B of the Credit Agreement relating to the periods
set forth below and substituting in lieu thereof the following:
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TEST PERIOD MAXIMUM
LEVERAGE RATIO
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1/01/01 - 3/31/01 7.10:1.00
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4/01/01 - 6/30/01 7.00:1.00
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7/01/01 - 9/30/01 6.75:1.00
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10/01/01 - 12/31/01 6.25:1.00
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(iii) by deleting the portion of the table appearing at the end of
subsection 7.6C of the Credit Agreement relating to the periods
set forth below and substituting in lieu thereof the following:
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TEST PERIOD MINIMUM FIXED CHARGE COVERAGE RATIO
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1/01/01 - 3/31/01 0.80:1.00
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4
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TEST PERIOD MINIMUN FIXED CHARGE
COVERAGE RATIO
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4/01/01 - 6/30/01 0.80:1.00
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7/01/01 - 9/30/01 0.85:1.00
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10/01/01 - 12/31/01 0.95:1.00
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(iv) by adding a proviso immediately after the table set forth in
subsection 7.6C of the Credit Agreement as follows:
provided, however, that for purposes of this subsection 7.6C,
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Consolidated Fixed Charges shall not include Consolidated Capital
Expenditures not exceeding $4,000,000 incurred on or prior to
December 31, 2001 related to a capital lease or leases for the
Company's headquarters and product development center.
(v) by deleting the proviso appearing in the first sentence of
subsection 7.6D of the Credit Agreement in its entirety;
(vi) by adding a proviso immediately after the table set forth in
subsection 7.6D of the Credit Agreement as follows:
provided, however, that for purposes of this subsection 7.6D,
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Consolidated Capital Expenditures shall not include expenditures not
exceeding $4,000,000 incurred on or prior to December 31, 2001 related to
a capital lease or leases for the Company's headquarters and product
development center.
(vii) by deleting the date "December 31, 2000" from clause (ii) of subsection
7.6E and substituting in lieu thereof the date "March 31, 2001".
(viii) by renaming subsection 7.6F as subsection 7.6G and adding the
following as a new subsection 7.6F:
F. Maximum Senior Leverage Ratio. Company shall not permit the ratio
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of (i) Consolidated Total Senior Debt as of the last day of any Fiscal Quarter
ending during any of the test periods set forth in the table below, to (ii)
Consolidated EBITDA for the four-Fiscal Quarter period ending on such date to
exceed the correlative ratio for such test period set forth in the table below:
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TEST PERIOD MAXIMUM SENIOR
LEVERAGE RATIO
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1/01/01 - 3/31/01 4.50:1.00
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4/01/01 - 6/30/01 4.25:1.00
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7/01/01 - 9/30/01 4.00:1.00
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TEST PERIOD MAXIMUM SENIOR
LEVERAGE RATIO
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10/01/01 - 12/31/01 3.75:1.00
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(g) Amendment to Subsection 7.7(vi). Subsection 7.7(vi) of the
-------------------------------
Credit Agreement is hereby amended by adding "and Fiscal Year 2001" immediately
after the phrase "Fiscal Year 2000" in the second proviso thereto.
SECTION 3. Waivers to the Credit Agreement.
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(a) Waivers in Respect of Financial Condition Covenants. Any breach
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by the Company of the financial condition covenants set forth in subsections
7.6A through 7.6C of the Credit Agreement with respect to the test period ending
December 31, 2000, and any Event of Default or Potential Event of Default
resulting from any such breach, is hereby waived.
(b) Waivers in Respect of Receivables Purchase Agreement. Any breach
----------------------------------------------------
by the Company of subsection 2.4B(iii)(a), 7.2 or 7.7 of the Credit Agreement
with respect to the Receivables Purchase Agreement (as defined below), and the
use of the Net Proceeds thereof (with respect to any breach of subsection
2.4B(iii)(a), solely to the extent such Net Proceeds do not exceed $60,000,000
in any 30-day period) and any Event of Default or Potential Event of Default
resulting from any such breach, is hereby waived for the period ending March 31,
2002 only.
SECTION 4. Conditions to Effectiveness. This Amendment shall be
---------------------------
effective on the date on which all of the following conditions precedent have
been satisfied or waived (the "Effective Date"):
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(a) The Administrative Agent shall have received this Amendment,
executed and delivered by a duly authorized officer of each of the Company, the
Guarantor, and the Requisite Lenders.
(b) The Administrative Agent shall have received a Swing Line Note,
substantially in the form of Exhibit VIII to the Credit Agreement, duly executed
by the Company and issued to the Swing Line Lender in an amount equal to the new
Swing Line Loan Commitment as of the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the
Administrative Agent and the reasonable expenses of the Lenders, including the
accrued fees and expenses of counsel to the Administrative Agent.
(d) After giving effect to the Amendment, no Event of Default or
Potential Event of Default shall have occurred and be continuing.
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(e) The Company shall have executed an amendment to the Receivables
Purchase Agreement, dated as of April 19, 2000, between the Company and The
Chase Manhattan Bank (as amended, supplemented or otherwise modified from time
to time, the "Receivables Purchase Agreement"), pursuant to which the
termination date of the Receivables Purchase Agreement shall be extended to no
earlier than March 31, 2002.
SECTION 5. Representations and Warranties. To induce the Lenders
------------------------------
parties hereto to enter into this Amendment, the Company hereby represents and
warrants to the Administrative Agent and all of the Lenders that the
representations and warranties made by the Company in the Loan Documents are
true and correct in all material respects on and as of the date hereof, after
giving effect to the effectiveness of this Amendment, as if made on and as of
the date hereof.
SECTION 6. Effect on the Loan Documents. (a) Except as specifically
----------------------------
amended above, the Credit Agreement and all other Loan Documents shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.
(b) The execution, delivery and effectiveness of this Amendment
except as expressly provided herein, shall not operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 7. Amendment Fee. The Company shall pay to each Lender which
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executes and delivers this Amendment prior to 5:00 p.m., New York City time,
February 7, 2001, a fee equal to 0.25% of the sum of such Lender's (a) Revolving
Credit Commitment, (b) outstanding Tranche A Term Loans and (c) outstanding
Tranche B Term Loans, such fee to be earned as of the Effective Date and payable
no later than February 8, 2001.
SECTION 8. Costs, Expenses and Taxes. The Company agrees to pay on
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demand all actual and reasonable and documented out-of-pocket costs and expenses
of the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Amendment and the
other instruments and documents to be delivered thereunder and hereunder,
including, without limitation, the reasonable and documented fees and out-of-
pocket expenses of counsel for the Administrative Agent (including allocated
costs of internal counsel) with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities hereunder and
thereunder. The Company further agrees to pay on demand all costs and expenses
of the Administrative Agent and each of the Lenders, if any (including, without
limitation, counsel fees and expenses), in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this Amendment
and the other instruments and documents to be delivered hereunder, including,
without limitation, reasonable counsel fees and expenses (including allocated
costs of internal counsel) in connection with the enforcement of rights under
this Section 8.
SECTION 9. Affirmation of Subsidiary Guaranty, Pledge Agreement and
--------------------------------------------------------
Credit Agreement. The Guarantor hereby consents to the modification of the
----------------
Credit Agreement
7
contemplated hereby and each of the Company and the Guarantor hereby acknowledge
and agree that the guarantees contained in the Subsidiary Guaranty, the pledge
of stock contained in the Pledge Agreement and the obligations contained in the
Credit Agreement as modified hereby are, and shall remain, in full force and
effect.
SECTION 10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
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OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 11. Execution in Counterparts. This Amendment may be
-------------------------
executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Company and the
Administrative Agent.
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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.
AURORA FOODS INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------
Name Xxxxxxxxxxx X. Xxxxxxxx
Title: Executive Vice President
Chief Financial Officer, and
Secretary
SEA COAST FOODS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxxxxxx X Xxxxxxxx
Title: Chief Financial Officer
and Secretary
THE CHASE MANHATTAN BANK,
as Administrative Agent, Swing Line
Lender and as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name Xxxxxxx X. Xxxxxx
Title: Vice President
National City Bank
By: /s/ Xxxx X. Xxxx
----------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
Xxxxx Fargo Bank, N.A.
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Franklin Floating Rate Trust
By: /s/ Xxxxxxx X'Xxxxxxx
----------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
Pacifica Partners I, LP
By: Imperial Credit Asset Man.
As Its Investment Manager
By: /s/ Xxx Celwell
----------------------------
Name: Xxx Celwell
Title: Vice President
Summit Bank
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Deutsche Bank AG New York Branch
and/or Cayman Islands Branch
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxxxx Xxxxx
----------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory
Corp.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX CLO II, LIMITED
By: XXX XXXXXX MANAGEMENT INC.,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment
Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX CLO I, LIMITED
By: XXX XXXXXX MANAGEMENT INC.,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
PPM SPYGLASS FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
----------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
WINGED FOOT FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
----------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
PINEHURST TRADING, INC.
By: /s/ Xxx X. Xxxxxx
----------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
CENTURION CDC II, L.P.
By: American Express Asset Management
Group Inc. as Collateral
Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
XXX
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio
Advisor
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxxx X. Xxxxxx, Xx.
----------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: Vice President
Bayerische Hypo und Velewsbank AG
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Director
Bayerische Hypo und Verewsbank AG
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Director
GE CAPITAL CORPORATION
By: /s/ W. Xxxxxx XxXxxxxxx
----------------------------
Name: W. Xxxxxx XxXxxxxxx
Title: Duly Authorized Signatory
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ Xxxx Xxxxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President
UBS AG
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Executive Director
Recovery Management
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director Recovery Management
By: Xxxxx X. Xxxxxx & Company Inc.
under delegated authority
from Massachusetts Mutual Life
Insurance Company as Collateral
Manager
Simsbury CLO, Limited
By: /s/ Xxxx X. Law
----------------------------
Name: Xxxx X. Law
Title: Managing Director
ARES Leveraged Investment Fund II,
L.P.
By: ARES Management II, L.P.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ARES III CLO, LTD.
By: ARES CLO Management L.L.C., as
Investment Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
First Union National Bank
By: /s/ Xxxx XxXxxxx
----------------------------
Name: Xxxx XxXxxxx
Title: Senior Vice President
SUNTRUST BANK
By: /s/ Xxx Xxxxxx
----------------------------
Name: Xxx Xxxxxx
Title: Vice President
Xxxxxx Trust & Savings Bank
By: /s/ Xxxxxxxx XxXxxxx
----------------------------
Name: Xxxxxxxx XxXxxxx
Title: Vice President
Toronto Dominion
(New York Inc.)
By: /s/ Xxxx Xxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
The Mitsubishi Trust and Banking
Corporation
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
ELC (Cayman) Ltd. CDO Series 1999-1
By: /s/ Xxxxxx Xxxxx
----------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
IKB Deutsche Industriebank AG
Luxembourg Branch
By: /s/ Xx. Xxxxx Xxxxxx
----------------------------
Name: Xx. Xxxxx Xxxxxx
Title: Head of Structured Finance
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Director
ELC (Cayman) Ltd. 1999-I
By: /s/ Xxxxxx Xxxxx
-----------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
ELC (Cayman) Ltd. 1999-III
By: /s/ Xxxxxx Xxxxx
----------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CoBank, ACB
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Balanced High-Yield Fund I
by BHF (USA) Capital Corp.
acting as Attorney-in-fact
By: /s/ Xxxx Xxxx
----------------------------
Name: Xxxx Xxxx
Title: Associate
By: /s/ Xxxxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxxxx X. Xxxx CFA
Title: Managing Director
Asset Management
Balanced High-Yield Fund II
by BHF (USA) Capital Corp.
acting as Attorney-in-fact
By: /s/ Xxxx Xxxx
----------------------------
Name: Xxxx Xxxx
Title: Associate
By: /s/ Xxxxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxxxx X. Xxxx CFA
Title: Managing Director
Asset Management
OLYMPIC FUNDING TRUST, SERIES 1999-I
By: /s/ Xxx X. Xxxxxx
----------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
BNP Paribas
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Director
BNP Paribus
By: /s/ Xxxxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
HSBC BANK USA
By: /s/ Desmond English
----------------------------
Name: Desmond English
Title: Associate Director
CREDIT ARICOLE INDOSUEZ
By: /s/ Xxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxx X. Xxxx
Title: V.P.
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: First Vice President
OXFORD STRATEGIC INCOME FUND
By Xxxxx Xxxxx Management
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
----------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX INCOME TRUST
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
----------------------------
Name: Payson X. Xxxxxxxxx
Title: 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
Nomura Bond and Loan Fund
BY: THE TOYO TRUST & BANKING CO., LTD.
AS TRUSTEE
BY: NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.,
ATTORNEY IN FACT
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
NORTH AMERICAN SENIOR FLOATING
RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS I, LTD
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II,
LTD
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
KZH ING-2 LLC
By: /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
OZ MASTER FUND, LTD
By: OZ Management LLC
As its Investment Manager
By: /s/ Xxxxxx X. Och
----------------------------
Name: Xxxxxx X. Och
Title: Senior Managing Member
ARCHIMEDES FUNDING, LLC.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx CFA
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx CFA
Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
PILGRIM PRIME RATE TRUST
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
ML CLO XII Pilgrim America
(Cayman) Ltd.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
ML CLO XV Pilgrim America
(Cayman) Ltd.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
ML CLO XX Pilgrim America
(Cayman)
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
SEQUILS Pilgrim I, Ltd.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Pilgrim CLO 1999-I Ltd.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Pilgrim America High Income
Investments, Ltd.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
