EXHIBIT 10.1
EXECUTION COPY
LEVI XXXXXXX & CO.
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
dated as of July 11, 2001 and entered into by and among LEVI XXXXXXX & CO., a
Delaware corporation (the "Borrower"), the banks, financial institutions and
other institutional lenders listed on the signature pages hereof ("Lenders"),
BANK OF AMERICA, N.A. ("Bank of America"), as the provider of Swing Line
Advances (as hereinafter defined) hereunder (the "Swing Line Bank"), BANC OF
AMERICA SECURITIES LLC and XXXXXXX XXXXX BARNEY INC., as co-lead arrangers and
joint book managers (the "Co-Lead Arrangers"), CITICORP USA, INC., as the
syndication agent (the "Syndication Agent"), THE BANK OF NOVA SCOTIA, as the
documentation agent (the "Documentation Agent"), and BANK OF AMERICA, N.A., as
the administrative and collateral agent (the "Administrative Agent"), and is
made with reference to that certain Credit Agreement dated as of February 1,
2001 (as so amended, the "Credit Agreement"), by and among the Borrower,
Lenders, Swing Line Bank, Syndication Agent, Documentation Agent and
Administrative Agent. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, LSFLLC, which is an indirect, wholly-owned Subsidiary
of the Borrower, has formed Levi Xxxxxxx Receivables Funding, LLC ("Issuer"),
initially a wholly-owned Subsidiary of LSFLLC, for the purpose of entering into
a securitization transaction with Banc One Capital Markets in order to issue
term notes pursuant to Rule 144A under the Securities Act of 1933, as amended
("Proposed Transaction");
WHEREAS, prior to the First Amendment Effective Date (as
defined in Section 2 below), LSFLLC will have transferred its 100% membership
interest in Issuer as follows: (i) 1% to Levi Xxxxxxx Securitization Corp., a
Delaware corporation wholly-owned by LSFLLC; and (ii) 99% to NF Industries,
Inc., a wholly-owned Subsidiary of the Borrower;
WHEREAS, in connection with the Proposed Transaction, on the
effective date thereof, LSFLLC will sell to Issuer all of LSFLLC's right, title
and interest in and to all Domestic Receivables then owned by LSFLLC;
WHEREAS, after the date of the initial sale of such Domestic
Receivables from LSFLLC to Issuer, (i) LSFLLC shall cease to purchase Domestic
Receivables from LSFCC, (ii)
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LSFCC shall thereafter sell to Issuer directly all of the Domestic Receivables
and (iii) LSFLLC shall make a liquidating distribution and shall be formally
liquidated and dissolved;
WHEREAS, the Borrower and Lenders desire to amend the Credit
Agreement in order to facilitate the Proposed Transaction and the other matters
described herein;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendment to Article 1: Definitions and Accounting Terms
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A. Section 1.01 of the Credit Agreement is hereby amended by
adding thereto the following definition, which shall be inserted in proper
alphabetical order:
"'Issuer' means Levi Xxxxxxx Receivables Funding, LLC."
"'Newco' means Levi Xxxxxxx Securitization Corp."
B. Section 1.01 of the Credit Agreement is hereby further
amended by amending the definition of "Receivables Transfer Agreements" to read
in its entirety as follows:
"'Receivables Transfer Agreements' means that certain
Receivables Purchase and Sale Agreement dated as of January 28, 2000 among the
Borrower, LSFCC, Levi Xxxxxxx Funding Corp., and LSFLLC and that certain Third
Amended and Fully Restated Receivables Purchase and Sale Agreement between LSFCC
and the Borrower effective January 28, 2000, each as amended by that certain
Master Amendment and Consent to Receivables Sale Agreements to be dated on or
about July 27, 2001."
1.2 Amendments to Article V: Covenants of the Borrower
A. Section 5.01(i) of the Credit Agreement is hereby amended by
adding the following at the end thereof:
"provided, further, that neither Issuer nor Newco shall be
considered to be a Material Subsidiary for purposes of this Section
5.01(i) during any period that either such Person has any obligations
under a Permitted Domestic Receivables Transaction."
B. Section 5.01(k) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"Additional Material Subsidiaries. In the event that, as of the
--------------------------------
end of any Fiscal Quarter, the aggregate gross revenue of the
Subsidiaries of the Borrower not constituting Material
Subsidiaries for the four-Fiscal Quarter period then ended were
more than 5% of the aggregate gross revenues of the Borrower and
its Subsidiaries on a Consolidated basis for such period, the
Borrower shall designate
2
one or more of its Subsidiaries (other than Issuer and Newco
during any period that either such Person has any obligations
under a Permitted Domestic Receivables Transaction) as Material
Subsidiaries for purposes of this Agreement and shall take all
action required by Sections 5.01(i) and 5.01(j) with respect to
such Subsidiary."
C. Section 5.01(l)(iv) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"deliver to the Administrative Agent executed control agreements
with respect to all material deposit, savings, investment and other
accounts maintained by the Borrower or any of its Material Domestic
Subsidiaries (other than Issuer and Newco during any period that either
such Person has any obligations under a Permitted Domestic Receivables
Transaction or, to the extent that it maintains or controls accounts in
its role as servicer under a Permitted Domestic Receivables
Transaction, LSFCC); and"
D. Section 5.01(n) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"Except during any period that Domestic Receivables are being
sold to Issuer under a Permitted Domestic Receivables Transaction,
LSFCC shall sell to LSFLLC or to another Subsidiary of the Borrower
acceptable to Administrative Agent all accounts receivable purchased by
it from the Borrower immediately upon consummation of such purchase."
E. The first sentence of Section 5.01(p) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"Maintain, and cause each of its Material Domestic Subsidiaries
(other than Issuer and Newco during any period that either such Person
has any obligations under a Permitted Domestic Receivables Transaction
or, to the extent that it maintains or controls accounts in its role as
servicer under a Permitted Domestic Receivables Transaction, LSFCC) to
maintain, the Cash Collateral Account and the L/C Cash Collateral
Account with Bank of America or another commercial bank located in the
United States which has accepted the assignment of such accounts to the
Administrative Agent for the benefit of the Secured Parties pursuant to
the Pledge and Security Agreement."
F. Section 5.02(b)(i)(A) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"Debt owed to a Material Domestic Subsidiary (other than Issuer
and Newco during any period that either such Person has any obligations
under a Permitted Domestic Receivables Transaction) of the Borrower,
which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced
by promissory notes in form and substance satisfactory to the
Administrative Agent, shall be subordinated in right of payment to the
payment in full of the Obligations and such promissory notes shall be
pledged as security for the Obligations of the holder thereof under the
Loan Documents to which such holder is a
3
party and delivered to the Administrative Agent pursuant to the terms
of the Pledge and Security Agreement;"
G. Section 5.02(b)(ii)(A) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(A) Debt owed to the Borrower or to a Material Domestic
Subsidiary of the Borrower (other than Issuer and Newco during any
period that either such Person has any obligations under a Permitted
Domestic Receivables Transaction) by a Material Domestic Subsidiary or
a Pledged Foreign Subsidiary (other than Debt owed by a Restricted
Subsidiary), which Debt (x) shall constitute Pledged Debt and (y)
shall, except in the case of redeemable preferred stock, be evidenced
by promissory notes in form and substance satisfactory to the
Administrative Agent, shall be subordinated in right of payment in full
of the Obligations, and such promissory notes shall be pledged as
security for the Obligations of the holder thereof under the Loan
Documents to which such holder is a party and delivered to the
Administrative Agent pursuant to the terms of the Pledge and Security
Agreement;"
H. Section 5.02(b) of the Credit Agreement is hereby further
amended by (i) deleting the period at the end of clause (iii)(Q) thereof and
substituting a semicolon therefor and (ii) adding the following as new clause
(iv) thereof:
"(iv) in the case of the Borrower, LSFCC, LSFLLC and LSRFLLC,
(A) Debt of the Borrower, Newco, NF Industries, Inc., LSFCC,
LSFLLC or Issuer to the Borrower, LSFCC, LSFLLC or Issuer incurred from
time to time in connection with a Permitted Domestic Receivables
Transaction permitted under Section 5.02(b)(iii)(J) in an amount not to
exceed the purchase price of any Domestic Receivables purchased and
sold in connection therewith, which Debt, in the case of Debt owed to
the Borrower, LSFCC or LSFLLC, (x) shall constitute Pledged Debt and
(y) shall be evidenced by promissory notes in form and substance
satisfactory to the Administrative Agent, shall, except in the case of
Debt owed by Issuer, be subordinated in right of payment to the payment
in full of the Obligations and such promissory notes shall be pledged
as security for the Obligations of the holder thereof under the Loan
Documents to which such holder is a party and delivered to the
Administrative Agent pursuant to the terms of the Pledge and Security
Agreement; and
(B) customary indemnification obligations and other Contingent
Obligations of the Borrower, LSFCC, LSFLLC or Issuer incurred in
connection with a Permitted Domestic Receivables Transaction permitted
under Section 5.02(b)(iii)(J)."
I. Section 5.02(c) of the Credit Agreement is hereby amended by
amending the third sentence contained therein to read in its entirety as
follows:
"The Borrower shall not suffer or permit LSFLLC or any other Subsidiary
of the Borrower (other than Issuer) to which LSFCC sells receivables to engage
in any business other than the purchase, holding and securitization of accounts
receivable and shall not suffer or permit LSFCC to engage in any business other
than the purchase, sale to LSFLLC, another Subsidiary
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of the Borrower acceptable to Administrative Agent or, during any period that
Domestic Receivables are being sold to Issuer under a Permitted Domestic
Receivables Transaction, to Issuer and servicing of accounts receivable
generated by the Borrower, the processing of accounts payable of the Borrower
and its Subsidiaries, procurement support services for the Borrower and its
Subsidiaries and other accounting and general customer relationship functions."
J. Section 5.02(d)(i) of the Credit Agreement is hereby amended
to read in its entirety as follows:
"any Domestic Subsidiary (other than Issuer and Newco during
any period that either such Person has any obligations under a
Permitted Domestic Receivables Transaction) of the Borrower may merge
into or consolidate with any other Domestic Subsidiary (other than
Issuer and Newco during any period that either such Person has any
obligations under a Permitted Domestic Receivables Transaction) of the
Borrower or be liquidated, wound-up or dissolved or all or any part of
its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of to any other Domestic Subsidiary
(other than Issuer and Newco during any period that either such Person
has any obligations under a Permitted Domestic Receivables Transaction)
of the Borrower, provided that, in the case of any such merger or
consolidation, the Person formed by such merger or consolidation shall
be a Domestic Subsidiary of the Borrower, provided further that, in the
case of any such merger or consolidation to which a Material Domestic
Subsidiary is a party, the Person formed by such merger or
consolidation shall be or become a Material Domestic Subsidiary;"
K. Section 5.02(d)(ii) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"any Pledged Foreign Subsidiary may merge into or consolidate
with any other Pledged Foreign Subsidiary or be liquidated, wound-up or
dissolved or all or any part of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of to the
Borrower, any Material Domestic Subsidiary (other than Issuer and Newco
during any period that either such Person has any obligations under a
Permitted Domestic Receivables Transaction) or any other Pledged
Foreign Subsidiary; and"
L. Section 5.02(e)(iv) of the Credit Agreement is hereby
amended to read in its entirety as follows:
"dispositions of accounts receivable (A) from the Borrower to
LSFCC, (B) from LSFCC to LSFLLC, another Subsidiary of the Borrower
acceptable to Administrative Agent or, during any period that Domestic
Receivables are being sold to Issuer under a Permitted Domestic
Receivables Transaction, to Issuer, and (C) during any period that
Issuer has any obligations under a Permitted Domestic Receivables
Transaction, from LSFLLC to Issuer;"
M. Section 5.02(f)(v) of the Credit Agreement is hereby amended
by (i) deleting the word "or" immediately preceding the reference to
"5.02(b)(iii)(P)" contained therein and substituting a comma therefor and (ii)
adding the phrase "or 5.02(b)(iv)" at the end thereof.
0
X. Xxxxxxx 5.02(f) of the Credit Agreement is hereby further
amended by (i) deleting the word "and" at the end of clause (xiii) thereof, (ii)
deleting the period at the end of clause (xiv) thereof and substituting the
phrase"; and "therefor, and (iii) adding the following as new clause (xv)
thereof:
"(xv) contribution of a promissory note executed by Levi Xxxxxxx
& Co. Europe S.A. in favor of Levi Xxxxxxx Continental S.A. from Levi
Xxxxxxx Continental S.A. to Levi Xxxxxxx International Group Finance
Coordination Services C.V.A./S.C.A. in connection with the sale by Levi
Xxxxxxx Continental S.A. of Levi Xxxxxxx (U.K.) Limited to Levi Xxxxxxx
& Co. Europe S.A. as permitted under Section 5.02(e)(xii)."
O. Section 5.02(k) of the Credit Agreement is hereby amended by
(i) deleting the word "and" before clause (v) thereof and (ii) adding the
following at the end of clause (v) thereof:
", and (vi) the prepayment of Debt in the form of Permitted
Domestic Receivables Transactions (A) when, through amortization only
10% of the initial principal balance of such Debt remains outstanding
or (B) in the event that the average aggregate outstanding principal
balance of such Debt exceeds the average net eligible receivables
balance of the applicable Domestic Receivables (as determined in
accordance with the formula set forth in the related documentation) by
more than $25,000,000 for more than 90 consecutive days."
P. Section 5.02(l)(v) of the Credit Agreement is hereby amended
by deleting the phrase "negative pledges on accounts receivable of Domestic
Subsidiaries and associated assets" contained therein and substituting the
phrase "negative pledges on Domestic Receivables" therefor.
1.3 Clarification of Defined Terms
------------------------------
A. The term "Permitted Domestic Receivables Purchase
Transaction" is hereby deleted each time it appears in the Credit Agreement and
the term "Permitted Domestic Receivables Transaction" is hereby substituted
therefor.
B. The term "Permitted Foreign Receivables Purchase
Transaction" is hereby deleted each time it appears in the Credit Agreement and
the term "Permitted Foreign Receivables Transaction" is hereby substituted
therefore.
1.4. Modification of Schedules
-------------------------
A. Schedule 4.01(b): Subsidiaries. Schedule 4.01(b) and
----------------
Schedule 4.01(bb) to the Credit Agreement are hereby amended by adding thereto
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the information contained in Annex A to this Amendment.
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1.5. Consent to Permitted Domestic Receivables Transaction
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The Administrative Agent hereby consents, pursuant to Section
5.02(b)(iii)(J) of the Credit Agreement, to the Proposed Transaction. Lenders
hereby authorize the Administrative
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Agent to execute that certain Consent and Release Agreement to be dated on or
about July 27, 2001, on behalf of the Lenders and to take all actions and make
all determinations required to be taken or made by the Administrative Agent
thereunder.
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "First Amendment
Effective Date"):
A. On or before the First Amendment Effective Date, the
Borrower shall deliver to Lenders (or to the Administrative Agent for Lenders
with sufficient originally executed copies, where appropriate, for each Lender
and its counsel) the following, each, unless otherwise noted, dated the First
Amendment Effective Date:
1. Certified copies of its Articles of Incorporation,
together with a good standing certificate from the Secretary of State of
the State of Delaware, each dated a recent date prior to the First
Amendment Effective Date; copies of the Bylaws, certified as of the
First Amendment Effective Date by its corporate secretary or an
assistant secretary;
2. Resolutions of its Board of Directors approving and
authorizing the execution, delivery, and performance of this Amendment,
certified as of the First Amendment Effective Date by its corporate
secretary or an assistant secretary as being in full force and effect
without modification or amendment; and
3. Signature and incumbency certificates of its
officers executing this Amendment.
B. On or before the First Amendment Effective Date, the
Borrower shall deliver to Lenders amendments to the Receivables Transfer
Agreements in form and substance satisfactory to Administrative Agent.
C. On or before the First Amendment Effective Date, the
Administrative Agent and the parties to the Proposed Transaction shall have
entered into a Consent and Release Agreement in form and substance satisfactory
to Administrative Agent.
D. On or before the First Amendment Effective Date, the
Borrower shall deliver to the Administrative Agent, a Pledge Supplement in
respect of the capital stock of Newco held by LSFCC, the membership interests in
Issuer held by NF Industries, Inc. and the intercompany debt, if any, created in
connection with the Proposed Transaction and required to be pledged under
Section 5.02(b)(iv).
E. On or before the First Amendment Effective Date, all
corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Agent and such counsel,
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and Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Agent may reasonably request.
Section 3. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete:
A. Organization and Powers. The Borrower is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, (ii) is duly qualified and in good standing
as a foreign corporation in each other jurisdiction in which it owns or leases
property or in which the conduct of its business requires it to so qualify or be
licensed except where the failure to so qualify or be licensed would not be
reasonably likely to have a Material Adverse Effect and (iii) has all requisite
corporate power and authority (including, without limitation, all Governmental
Authorizations) to enter into this Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement as
amended by this Amendment (the "Amended Agreement").
B. No Conflict. The execution and delivery of this Amendment
and performance by the Borrower of the Amended Agreement is within the
Borrower's corporate powers, has been duly authorized by all necessary corporate
action, and do not (i) contravene the Borrower's Constitutive Documents, (ii)
violate any Requirements of Law, (iii) conflict with or result in the breach of,
or constitute a default or require any payment to be made under, any contract,
loan agreement, indenture, mortgage, deed of trust, lease or other instrument
binding on or affecting the Borrower, any of its Subsidiaries or any of their
properties or (iv) except for the Liens created or permitted under the Loan
Documents, result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of the Borrower or any of its
Subsidiaries. Neither the Borrower nor any of its Subsidiaries is in violation
of any such Requirements of Law or in breach of any such contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument, the
violation or breach of which would be reasonably likely to have a Material
Adverse Effect.
C. Governmental Consents. No Governmental Authorization, and
no other authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or any other third party is required for
the due execution, delivery, recordation or filing of this Amendment or the
performance by the Borrower of the Amended Agreement.
D. Binding Obligation. This Amendment and the Amended
Agreement have been duly executed and delivered by the Borrower, and are, the
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against such Loan Party in accordance with its terms.
E. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Article IV of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to
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the extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
F. Absence of Default. No event has occurred and is continuing
or will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
Section 4. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the
Other Loan Documents.
(i) On and after the First Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement shall mean
and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent or
any Lender under, the Credit Agreement or any of the other Loan Documents.
B. Fees and Expenses. The Borrower acknowledges that all
costs, fees and expenses as described in Section 2.08 of the Credit Agreement
incurred by Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.
C. Headings. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK) WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.
E. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery by telecopier of an executed counterpart of a signature page to this
Amendment shall be effective as delivery of an original executed counterpart of
this Amendment. This Amendment shall become effective upon the execution of a
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counterpart hereof by the Borrower and Required Lenders and receipt by the
Borrower and the Administrative Agent of written or telephonic notification of
such execution and authorization of delivery thereof.
[Remainder of page intentionally left blank]
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ANNEX A
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Supplement to Schedules 4.01(b) and 4.01(bb)
Levi Xxxxxxx Receivables Funding, LLC Delaware 99% NF Industries, Inc.
1% Levi Xxxxxxx
Securitization Corp.
A-1
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
LEVI XXXXXXX & CO.
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Vice President & Treasurer
BANK OF AMERICA, N.A. as
Administrative Agent
By:
-----------------------------------
Title:
--------------------------------
BANK OF AMERICA, N.A. as an Issuing
Bank, Swing Line Bank and a Lender
By:
-----------------------------------
Title:
--------------------------------
THE BANK OF NOVA SCOTIA, as
Documentation Agent, an Issuing Bank
and a Lender
By:
-----------------------------------
Title:
--------------------------------
CITICORP USA, INC., as Syndication
Agent and a Lender
By:
-----------------------------------
Title:
--------------------------------
CITIBANK, N.A., as an Issuing Bank
By:
-----------------------------------
Title:
--------------------------------
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
BANK ONE, NA, as a Lender
By:
-----------------------------------
Title:
--------------------------------
ABN AMRO BANK, N.V., as an Issuing
Bank and a Lender
By:
-----------------------------------
Title:
--------------------------------
By:
-----------------------------------
Title:
--------------------------------
TRANSAMERICA BUSINESS CREDIT
CORPORATION, as a Lender
By:
-----------------------------------
Title:
--------------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By:
-----------------------------------
Title:
--------------------------------
OAK BROOK BANK, as a Lender
By:
-----------------------------------
Title:
--------------------------------
FLEET NATIONAL BANK, as an
Issuing Bank and a Lender
By:
-----------------------------------
Title:
--------------------------------
XXXXXX FLOATING RATE FUND, as
a Lender
By:
-----------------------------------
Title:
--------------------------------
XXXXXXXXXXX SENIOR FLOATING
RATE FUND, as a Lender
By:
-----------------------------------
Title:
--------------------------------
PILGRIM PRIME RATE TRUST, as a
Lender
By: ING Pilgrim Investments, Inc., as its
Investment Manager
By:
-----------------------------------
Title:
--------------------------------
MASS MUTUAL HIGH YIELD
PARTNERS II LLC, as a Lender
By: HYP Management, Inc., as
Managing Member
By:
-----------------------------------
Title:
--------------------------------
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, as a Lender
By: Xxxxx X. Xxxxxx & Company, Inc.,
as Investment Advisor
By:
-----------------------------------
Title:
--------------------------------
XXXX & XXXXXXX XXXXX
FOUNDATION, as a Lender
By: Xxxxx X. Xxxxxx & Company, Inc.,
as Investment Advisor
By:
-----------------------------------
Title:
--------------------------------
ADDISON CDO, LIMITED, as a Lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By:
-----------------------------------
Title:
--------------------------------
AIMCO CDO SERIES 2000-A, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
ALLSTATE LIFE INSURANCE
COMPANY, as a Lender
By:
-----------------------------------
Title:
--------------------------------
AMARA-I FINANCE, LTD., as a Lender
By: INVESCO Senior Secured
Management, Inc., as Subadvisor
By:
-----------------------------------
Title:
--------------------------------
ARCHIMEDES FUNDING IV
(CAYMAN), LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
ARES III CLO LTD., as a Lender
By: ARES CLO Management LLC,
Investment Manager
By:
-----------------------------------
Title:
--------------------------------
ARES IV CLO LTD., as a Lender
By: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO XX XX, LLC, its
Managing Manager
By:
-----------------------------------
Title:
--------------------------------
AVALON CAPITAL LTD. 2, as a Lender
By: INVESCO Senior Secured
Management, Inc., as Portfolio Advisor
By:
-----------------------------------
Title:
--------------------------------
BANK OF SCOTLAND, as a Lender
By:
-----------------------------------
Title:
--------------------------------
BLACK DIAMOND CLO 2000-1 LTD.,
as a Lender
By:
-----------------------------------
Title:
--------------------------------
BNP PARIBAS, as a Lender
By:
-----------------------------------
Title:
--------------------------------
By:
-----------------------------------
Title:
--------------------------------
CAPTIVA IV FINANCE LTD., as a
Lender as advised by Pacific Investment
Management Company LLC
By:
-----------------------------------
Title:
--------------------------------
CARLYLE HIGH YIELD PARTNERS
II, LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
CARLYLE HIGH YIELD PARTNERS
III, LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
CENTURION CDO II, LTD., as a Lender
By: American Express Asset
Management Group Inc., as
Collateral Agent
By:
-----------------------------------
Title:
--------------------------------
CENTURION CDO III, LIMITED, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
CERES II FINANCE LTD., as a Lender
By: INVESCO Senior Secured
Management, Inc., as Sub-Managing
Agent (Financial)
By:
-----------------------------------
Title:
--------------------------------
CHARTER VIEW PORTFOLIO, as a
Lender
By: INVESCO Senior Secured
Management, Inc., as Investment Advisor
By:
-----------------------------------
Title:
--------------------------------
CITADEL HILL 2000 LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
CREDIT SUISSE FIRST BOSTON, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
CSAM FUNDING I, as a Lender
By:
-----------------------------------
Title:
--------------------------------
DELANO COMPANY, as a Lender
By: Pacific Investment Management
LLC, as its Investment Advisor
By:
-----------------------------------
Title:
--------------------------------
ELT LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
EMERALD ORCHARD LIMITED, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING
RATE HIGH INCOME FUND, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
FLOATING RATE PORTFOLIO, as a
Lender
By: INVESCO Senior Secured
Management, Inc., as attorney in fact
By:
-----------------------------------
Title:
--------------------------------
FRANKLIN CLO I, LIMITED, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
FRANKLIN FLOATING RATE DAILY
ACCESS FUND, as a Lender
By:
-----------------------------------
Title:
--------------------------------
FRANKLIN FLOATING RATE
MASTER SERIES, as a Lender
By:
-----------------------------------
Title:
--------------------------------
FRANKLIN CLO II, LIMITED, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
HAMPDEN CBO LTD., as a Lender
By: Xxxxx X. Xxxxxx & Company Inc.,
as Investment Advisor
By:
-----------------------------------
Title:
--------------------------------
HARBOURVIEW CDO II LTD., FUND,
as a Lender
By:
-----------------------------------
Title:
--------------------------------
HIGHLAND OFFSHORE PARTNERS,
L.P., as a Lender
By:
-----------------------------------
Title:
--------------------------------
INDOSUEZ CAPITAL FUNDING IIA,
LIMITED, as a Lender
By: Indosuez Capital Luxembourg, as
Collateral Manager
By:
-----------------------------------
Title:
--------------------------------
INDOSUEZ CAPITAL FUNDING IV,
L.P., as a Lender
By: Indosuez Capital Luxembourg, as
Collateral Manager
By:
-----------------------------------
Title:
--------------------------------
INDOSUEZ CAPITAL FUNDING VI,
LIMITED, as a Lender
By:
-----------------------------------
Title:
--------------------------------
JHW CASH FLOW FUND I, L.P., as a
Lender
By:
-----------------------------------
Title:
--------------------------------
JISSEKIKUN FUNDING, LTD., as a
Lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By:
-----------------------------------
Title:
--------------------------------
XXXXXX FLOATING RATE FUND, as
a Lender
By:
-----------------------------------
Title:
--------------------------------
SteinRoe & Farnham Incorporated As
Agent for Keyport Life Insurance
Company, as a Lender
By:
-----------------------------------
Title:
--------------------------------
KZH CYPRESS TREE-1 LLC, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
KZH LANGDALE LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
KZH PONDVIEW LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
KZH RIVERSIDE LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
KZH SHOSHONE LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
KZH STERLING LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
KZH WATERSIDE LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
LIBERTY-XXXXX XXX ADVISOR
FLOATING RATE ADVANTAGE
FUND, as a Lender
By: Xxxxx Xxx & Farnham
Incorporated as Advisor
By:
-----------------------------------
Title:
--------------------------------
LONGHORN CDO (CAYMAN) LTD, as
a Lender
By: Xxxxxxx Xxxxx Investment
Managers, L.P., as Investment Advisor
By:
-----------------------------------
Title:
--------------------------------
MAGNETITE ASSET INVESTORS III
L.L.C., as a Lender
By:
-----------------------------------
Title:
--------------------------------
MAGNETITE ASSET INVESTORS,
LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, as a Lender
By:
-----------------------------------
Title:
--------------------------------
MASSMUTUAL HIGH YIELD
PARTNERS II, LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD., as a Lender
By: Pilgrim Investments, Inc.
By:
-----------------------------------
Title:
--------------------------------
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD., as a Lender
By: ING Pilgrim Investments, Inc., as its
Investment Manager
By:
-----------------------------------
Title:
--------------------------------
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST, as a Lender
By:
-----------------------------------
Title:
--------------------------------
NATEXIS BANQUE POPULAIRES, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
NEMEAN CLO, LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
NORTHWOODS CAPITAL II,
LIMITED, as a Lender
By: Xxxxxx, Xxxxxx & Co., L.P., as
Collateral Manager
By:
-----------------------------------
Title:
--------------------------------
NORTHWOODS CAPITAL, LIMITED,
as a Lender
By: Xxxxxx, Xxxxxx & Co., L.P., as
Collateral Manager
By:
-----------------------------------
Title:
--------------------------------
NOVA CDO 2000, LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
OAK HILL SECURITIES FUND II, L.P.,
as a Lender
By: Oak Hill Securities GenPar II, L.P.,
its General Partner
By: Oak Hill Securities MGP II, Inc., its
General Partner
By:
-----------------------------------
Title:
--------------------------------
OAK HILL SECURITIES FUND, L.P.,
as a Lender
By: Oak Hill Securities Gen Par, L.P.,
its General Partner
By: Oak Hill Securities MGP, Inc., its
General Partner
By:
-----------------------------------
Title:
--------------------------------
OAK HILL CREDIT PARTNERS I,
LIMITED, as a Lender
BY: Oakhill CLO Management I, LLC
as Investment Manager
By:
-----------------------------------
Title:
--------------------------------
OFFIT INVESTMENT FUND, INC., as a
Lender
By:
-----------------------------------
Title:
--------------------------------
RIVIERA FUNDING LLC, as a Lender
By:
-----------------------------------
Title:
--------------------------------
SEQUILS I, LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
SEABOARD CLO 2000 LTD, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
SEQUILS CENTURION V, LTD., as a
Lender
By:
-----------------------------------
Title:
--------------------------------
SEQUILS IV, LTD., as a Lender
By: TCW Advisors, Inc., as its Collateral
Manager
By:
-----------------------------------
Title:
--------------------------------
SRF TRADING, INC., as a Lender
By:
-----------------------------------
Title:
--------------------------------
XXXXXXXXX CLO, LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
XXXXXXXXX RMF/TRANSATLANTIC
CDO, LTD., as a Lender
By:
-----------------------------------
Title:
--------------------------------
XXXXX XXX & XXXXXXX CLO I LTD.,
as a Lender
By: Xxxxx Xxx & Farnham Incorporated,
as Portfolio Manager
By:
-----------------------------------
Title:
--------------------------------
XXXXX XXX FLOATING RATE
LIMITED LIABILITY COMPANY, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
STRONG SHORT TERM HIGH YIELD
BOND FUND, a Series of Strong Income
Funds, Inc., as a Lender
By:
-----------------------------------
Title:
--------------------------------
SUFFIELD CLO, LIMITED, as a Lender
By: Xxxxx X. Xxxxxx & Company Inc.,
as Collateral Manager
By:
-----------------------------------
Title:
--------------------------------
SUMITOMO MITSUI BANKING
CORPORATION, formerly known as
The Sumitomo Bank, Limited, as a
Lender
By:
-----------------------------------
Title:
--------------------------------
SUNTRUST BANKS, INC., as a Lender
By:
-----------------------------------
Title:
--------------------------------
TCW SELECT LOAN FUND, LIMITED,
as a Lender
By:
-----------------------------------
Title:
--------------------------------
TEXTRON FINANCIAL
CORPORATION, as a Lender
By:
-----------------------------------
Title:
--------------------------------
THERMOPYLAE FUNDING CORP., as a
Lender
By:
-----------------------------------
Title:
--------------------------------
TRANSAMERICA BUSINESS CREDIT
CORPORATION, as a Lender
By:
-----------------------------------
Title:
--------------------------------
TYLER TRADING INC., as a Lender
By:
-----------------------------------
Title:
--------------------------------
WINDSOR LOAN FUNDING,
LIMITED, as a Lender
By: Xxxxxxxxx Capital Partners LLC, as
its Investment Manager
By:
-----------------------------------
Title:
--------------------------------
ACKNOWLEDGED:
BATTERY STREET ENTERPRISES,
INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
LEVI XXXXXXX FINANCIAL CENTER
CORPORATION
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
LEVI XXXXXXX FUNDINC, LLC
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
LEVI XXXXXXX GLOBAL
FULFILLMENT SERVICES, INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
LEVI XXXXXXX GLOBAL
OPERATIONS, INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
LEVI XXXXXXX INTERNATIONAL
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
LEVI XXXXXXX LATIN AMERICA,
INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
LEVI'S ONLY STORES, INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
NF INDUSTRIES, INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxx
Treasurer
