Exhibit 10.22
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0 (this "Amendment"), dated as of March 31, 2001,
among ALARIS MEDICAL, INC. a Delaware corporation ("Holdings"), ALARIS MEDICAL
SYSTEMS, INC., a Delaware corporation (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks"),
BANKERS TRUST COMPANY, as Administrative Agent and as a Syndication Agent and
PARIBAS, as Documentation Agent (together with Bankers Trust Company in its
capacity as Administrative Agent, the "Agents") and as a Syndication Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Banks and the Agents are
parties to a Credit Agreement, dated as of November 26, 1996 (as modified,
supplemented and amended to, but not including, the date hereof, the "Credit
Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as
set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 1.08(d) of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof:
"Notwithstanding anything to the contrary contained above in this clause
(d) or elsewhere in this Credit Agreement, on each date on which interest
is payable in respect of any Loans for any period hereunder, the PIK
Portion of the interest which is otherwise payable in respect of such
Loans for such period as provided above shall not be paid in cash, but
shall instead automatically (without any action required to be taken by
the Borrower or any Bank) accrete as additional principal of the Loans of
the respective Facility, and thereafter shall for all purposes be
considered as outstanding principal of such Loans (and part of the
Borrowing in respect of which such interest was payable, subject to
subsequently becoming part of another Borrowing pursuant to Sections 1.06
and/or 1.09), and shall be payable on the respective Maturity Date for
such Facility."
2. Section 2.01(b) of the Credit Agreement is hereby amended by
deleting the text "$15,000,000" appearing in such Section and inserting the text
"$5,000,000" in lieu thereof.
3. The table appearing in Section 4.02(A)(b)(i) of the Credit
Agreement is hereby amended by inserting the text "plus all interest that has
accreted as additional principal of
A Term Loans as provided in Section 1.08(d)" immediately following the text
"$6,800,000" appearing across from the text "A Term Loan Maturity Date"
appearing in such table.
4. The table appearing in Section 4.02(A)(b)(ii) of the Credit
Agreement is hereby amended by inserting the text "plus all interest that has
accreted as additional principal of B Term Loans as provided in Section 1.08(d)"
immediately following the text "$8,193,750" appearing across from the text "B
Term Loan Maturity Date" appearing in such table.
5. The table appearing in Section 4.02(A)(b)(iii) of the Credit
Agreement is hereby amended by inserting the text "plus all interest that has
accreted as additional principal of C Term Loans as provided in Section 1.08(d)"
immediately following the text "$9,881,250" appearing across from the text "C
Term Loan Maturity Date" appearing in such table.
6. Section 4.02(A)(b)(iv) of the Credit Agreement is hereby amended
by inserting the text "plus all interest that has accreted as additional
principal of D Term Loans as provided in Section 1.08(d)" immediately following
the text "$32,425,000" appearing across from the text "D Term Loan Maturity
Date" appearing in such table.
7. Section 4.02(B) of the Credit Agreement is hereby amended by
deleting clause (a) thereof in its entirety and inserting the following new
clause (a) in lieu thereof:
"(a) All repayments of A Term Loans, B Term Loans, C Term Loans and
D Term Loans shall be applied, if required pursuant to Section 4.02(A)(d),
(e), (f), (g) or (h), to reduce the then remaining Scheduled Repayments of
the respective Facility pro rata based on the then remaining Scheduled
Repayments of the respective Facility. All repayments of A Term Loans, B
Term Loans, C Term Loans and D Term Loans shall be applied, if required
pursuant to Section 4.02(A)(c), to reduce the then remaining Rescheduled
Payments of the respective Facility in inverse order of maturity."
8. Section 7.01 of the Credit Agreement is hereby amended by (i)
redesignating clause (i) thereof as clause (k), and (ii) inserting therein
immediately following clause (h) thereof the following clauses (i) and (j):
"(i) Pump Sales. Within 30 days following the last day of each
fiscal month of the Borrower, a report signed by the Chief Financial
Officer of the Borrower or another Authorized Officer showing the gross
sales of infusion pumps for the Borrower and its Subsidiaries for such
fiscal month.
(j) Medley Expenses. Within 30 days following the last day of each
fiscal month of the Borrower, a report signed by the Chief Financial
Officer of the Borrower or another Authorized Officer showing all direct
expenditures (whether accounted for as Capital Expenditures, operating
expenses or otherwise) for such fiscal month attributable to the
Borrower's "Medley" products."
9. Section 8.02(aa) of the Credit Agreement is hereby amended by (i)
deleting the reference to "$20,000,000" appearing therein and (ii) inserting the
amount "40,000,000" in lieu thereof.
10. Section 8.03 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (r) thereof, (ii)
deleting the period appearing at the end of clause (s) thereof and inserting the
text "; and" in lieu thereof and (iii) inserting the following new clause (t) at
the end thereof:
"(t) Liens on cash, in an aggregate amount not to exceed $2,500,000
at any time, deposited by the Borrower or any of its Subsidiaries with
counterparties to Other Hedging Agreements entered into in accordance with
Section 8.04(g)."
11. Section 8.05(g) of the Credit Agreement is hereby amended by
deleting the text "$10,000,000" appearing in such Section and inserting the text
"$30,000,000" in lieu thereof.
12. Section 8.05 of the Credit Agreement is hereby further amended
by (i) deleting clause (m) thereof in its entirety and (ii) inserting the
following new clause (m) in lieu thereof:
"(m) the Borrower and its Wholly-Owned Domestic Subsidiaries may
make cash capital contributions to non-Wholly-Owned Domestic Subsidiaries
and Foreign Subsidiaries of the Borrower, and may capitalize or forgive
any Indebtedness owed to them by a non-Wholly-Owned Domestic Subsidiary or
Foreign Subsidiary of the Borrower and outstanding under clause (g) of
this Section 8.05, provided, that the aggregate amount of such
contributions, capitalizations and forgiveness shall not exceed an amount
equal to $10,000,000."
13. Section 8.05 of the Credit Agreement is hereby further amended
by (i) deleting the word "and" appearing at the end of clause (v) thereof, (ii)
deleting the period appearing at the end of clause (w) thereof and inserting ";
and" in lieu thereof, and (iii) inserting the following new clause (x)
immediately following clause (w) thereof:
"(x) The Borrower may contribute the net proceeds received by it
from the New Borrowings (as defined in Amendment No. 8 to this Agreement,
dated as of March 31, 2001) to an unrestricted Subsidiary established in a
manner and pursuant to documentation satisfactory to the Required Banks,
to effect the repurchase of the 7-1/4% Debentures."
14. Sections 8.08(a) and (b) of the Credit Agreement are hereby
amended to read in their entirety as follows:
"(a) Holdings will not, and will not permit any of its Subsidiaries
to, make any Capital Expenditures, except that during any fiscal year set
forth below Holdings and its Subsidiaries may make Capital Expenditures so
long as the aggregate amount so made by Holdings and its Subsidiaries (on
a consolidated basis) during any such fiscal year does not exceed the
amount set forth opposite such fiscal year below:
Fiscal Year Ending Amount
------------------ ------
December 31, 2001 $23,300,000
December 31, 2002 The greater of $23,300,000 and 30% of
Consolidated EBITDA for the fiscal year
ending December 31, 2001
December 31, 2003 The greater of $23,300,000 and 30% of
Consolidated EBITDA for the fiscal year
ending December 31, 2002
December 31, 2004 and thereafter $18,000,000
Notwithstanding anything to the contrary contained above in this clause
(a), in the event that the Borrower at any time prior to December 31, 2003
determines not to manufacture and/or distribute its "Medley" products, it
shall give the Banks prompt written notice thereof and the Capital
Expenditure levels otherwise permitted by this clause (a) for each of the
Borrower's fiscal years ending following such determination through its
fiscal year ending December 31, 2003 shall be reduced by $5,000,000 (it
being understood that in the case of the fiscal year in which such
determination is made, such reduction shall be made on an annualized basis
based on the date of such fiscal year when such determination is made).
(b) Intentionally Omitted."
15. The table appearing in Section 8.09 of the Credit Agreement is
hereby deleted in its entirety and the following new table is hereby inserted in
lieu thereof:
"Date Minimum Consolidated
---- EBITDA
--------------------
March 31, 2001 $92,600,000
June 30, 2001 $84,600,000
September 30, 2001 $71,800,000
December 31, 2001 $71,300,000
March 31, 2002 $70,600,000
June 30, 2002 $73,400,000
September 30, 2002 $77,000,000
December 31, 2002 $81,200,000
March 31, 2003 $84,400,000
June 30, 2003 $87,800,000
September 30, 2003 $92,200,000
December 31, 2003 $97,300,000
March 31, 2004 $125,700,000
June 30, 2004 $127,500,000
September 30, 2004 $129,400,000
December 31, 2004 $131,600,000
March 31, 2005 $132,600,000
June 30, 2005 $133,900,000".
16. The table appearing in Section 8.10 of the Credit Agreement is
hereby deleted in its entirety and the following new table is hereby inserted in
lieu thereof:
"Date Ratio
---- -----
March 31, 2001 2.45:1.00
June 30, 2001 2.20:1.00
September 30, 2001 1.90:1.00
December 31, 2001 1.90:1.00
March 31, 2002 1.90:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.20:1.00
December 31, 2002 2.35:1.00
March 31, 2003 2.50:1.00
June 30, 2003 2.70:1.00
September 30, 2003 2.85:1.00
December 31, 2003 3.10:1.00
March 31, 2004 4.05:1.00
June 30, 2004 4.15:1.00
September 30, 2004 4.20:1.00
December 31, 2004 4.25:1.00
March 31, 2005 4.50:1.00
June 30, 2005 4.75:1.00".
17. The table appearing in Section 8.11 of the Credit Agreement is
hereby deleted in its entirety and the following new table is hereby inserted in
lieu thereof:
"Fiscal Quarter Ending Ratio
--------------------- -----
March 31, 2001 3.90:1.00
June 30, 2001 4.20:1.00
September 30, 2001 4.90:1.00
December 31, 2001 4.90:1.00
March 31, 2002 4.85:1.00
June 30, 2002 4.55:1.00
September 30, 2002 4.25:1.00
December 31, 2002 4.05:1.00
March 31, 2003 3.80:1.00
June 30, 2003 3.60:1.00
September 30, 2003 3.35:1.00
December 31, 2003 3.10:1.00
March 31, 2004 2.40:1.00
June 30, 2004 2.35:1.00
September 30, 2004 2.30:1.00
December 31, 2004 2.25:1:00
March 31, 2005 2.05:1.00
June 30, 2005 1.75:1.00".
18. Section 8.12 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and inserting the following new Section
8.12 in lieu thereof:
"8.12 Fixed Charge Coverage Ratio. Neither Holdings nor the Borrower
will permit the ratio of (i)(x) Consolidated EBITDA less (y) Capital
Expenditures of the Borrower and its Subsidiaries on a consolidated basis
to (ii) Consolidated Fixed Charges for any Test Period ending on a date
set forth below to be less than the ratio set forth opposite such date:
Date Ratio
---- -----
March 31, 2001 1.10:1.00
June 30, 2001 0.95:1.00
September 30, 2001 0.80:1.00
December 31, 2001 0.80:1.00
March 31, 2002 0.80:1.00
June 30, 2002 0.80:1.00
September 30, 2002 0.80:1.00
December 31, 2002 0.85:1.00
March 31, 2003 0.95:1.00
June 30, 2003 1.00:1.00
September 30, 2003 1.00:1.00
December 31, 2003 and each
fiscal quarter end thereafter 1.00:1.00".
19. Section 8 of the Credit Agreement is hereby further amended by
inserting the following new Section 8.18 at the end thereof:
"8.18 Pump Sales. Neither Holdings nor the Borrower will permit
Cumulative Pump Sales during the period from January 1, 2001 to each date
set forth below to be less than the amount set forth opposite such date:
Date Amount
---- ------
March 31, 2001 $15,435,000
June 30, 2001 $33,875,000
September 30, 2001 $54,093,000
December 31, 2001 $80,695,000
March 31, 2002 $96,134,000
June 30, 2002 $116,856,000
September 30, 2002 $137,408,000
December 31, 2002 $161,892,000
March 31, 2003 $180,095,000
June 30, 2003 $201,236,000
September 30, 2003 $222,457,000
December 31, 2003 $247,950,000".
20. Section 10 of the Credit Agreement is hereby amended by (a)
deleting the definition of "Applicable Performance Discount" appearing therein
in its entirety, and (b) deleting the definitions of "Applicable Base Rate
Margin" and "Applicable Eurodollar Margin" appearing therein in their entirety
and inserting the following new definitions of "Applicable Base Rate Margin" and
"Applicable Eurodollar Margin" in lieu thereof:
"Applicable Base Rate Margin" shall mean (i) in the case of A Term
Loans and Revolving Loans, 5.50%, (ii) in the case of B Term Loans, 6.50%,
(iii) in the case of C Term Loans, 7.00% and (iv) in the case of D Term
Loans, 7.25%.
"Applicable Eurodollar Margin" shall mean (i) in the case of A Term
Loans and Revolving Loans, 6.50%, (ii) in the case of B Term Loans, 7.50%,
(iii) in the case of C Term Loans, 8.00% and (iv) in the case of D Term
Loans, 8.25%.
21. The definition of "Consolidated Debt" appearing in Section 10 of
the Credit Agreement is hereby amended by inserting the text "(including all
interest that has accreted as additional principal of outstanding Loans as
provided in Section 1.08(d))" immediately following the word "Indebtedness"
appearing in said definition.
22. The definition of "Consolidated Interest Expense" appearing in
Section 10 of the Credit Agreement is hereby amended by inserting the following
text at the end thereof:
"and any interest which has accreted as additional principal of
outstanding Loans as provided in Section 1.08(d), to the extent included
in total interest expense".
23. Section 10 of the Credit Agreement is hereby further amended by
inserting the following new definitions in alphabetical order:
"Cumulative Pump Sales" shall mean, for any period, the gross sales
of infusion pumps for the Borrower and its Subsidiaries during such
period.
"PIK Percentage" shall mean (i) in the case of the A Term Loan
Facility and the Revolving Loan Facility, 2.00%, (ii) in the case of the B
Term Loan Facility, 3.00%, (iii) in the case of the C Term Loan Facility,
3.50%, and (iv) in the case of the D Term Loan Facility, 3.75%.
"PIK Portion" shall mean, with respect to the interest payable on
Loans outstanding under any Facility for any day, a portion of such
interest equal to (a) the PIK Percentage for such Facility multiplied by
(b) the outstanding principal amount of such Loans on such day.
24. Holdings, the Borrower and the Banks hereby agree that
retroactive effect shall be given to the modifications to the definitions of
"Applicable Base Rate Margin" and "Applicable Eurodollar Rate Margin" provided
for in this Amendment as if such modifications had occurred on April 1, 2001.
25. On the Amendment Effective Date, the Total Revolving Loan
Commitment shall be permanently reduced to $20,000,000, and such reduction shall
be applied proportionately to permanently reduce the Revolving Loan Commitment
of each Bank.
26. Holdings, the Borrower and the Banks hereby acknowledge and
agree that the $18,063,000 of Net Proceeds from the Instromedix Sale (as defined
in Amendment No. 7 to this Agreement, dated as of August 28, 2000) previously
applied to repay the Term Loans shall be the final amount of Net Proceeds from
such Sale required to be applied to repay Term Loans as provided in such
Amendment No. 7.
27. (a) Notwithstanding anything to the contrary contained in the
Credit Agreement, but subject to the terms and conditions of this Amendment, the
Banks hereby agree that the Borrower shall have two options for obtaining
financing the proceeds of which may and will be used to redeem or repurchase the
7-1/4% Debentures (one of which option is hereinafter referred to as "Financing
Option 1" and the other of which is hereinafter referred to as "Financing Option
2"). Either or both of Financing Option 1 and Financing Option 2 may be
exercised by the Borrower at any time after the Amendment Effective Date through
January 14, 2002, provided that (i) at the time of any such exercise, no Event
of Default shall have occurred and be continuing and (ii) the aggregate
principal amount of Indebtedness incurred by the Borrower under Financing Option
1 and Financing Option 2 combined (exclusive of PIK interest thereon, as
provided below) shall not exceed $15,000,000.
(b) The terms and conditions of Financing Option 1 and Financing
Option 2 shall be as follows:
(i) Under Financing Option 1, the Banks will permit up to
$15,000,000 (the "Funds") to be incurred by the Borrower under the
existing Credit Agreement, by creating a new E Term Loan Facility
("Tranche E") thereunder as set forth below, but only if: (x) at the time
of such exercise, there exists any one or more Banks or parties acceptable
to the Required Banks who or which, as the case may be, desire to become
Banks for this purpose (each an "E Bank"), ready, willing and able to lend
the Funds to the Borrower; and (y) all agreements, instruments and
documents relating to Tranche E and the Indebtedness created thereby are
acceptable, in form and substance, to each of the Required Banks, the E
Banks, the Borrower, the Party (as hereinafter defined) and the Issuing
Party (as hereinafter defined). Indebtedness under Tranche E will be
pari-passu (both as to repayment of principal and payment of interest, as
well as collateral) with the other Obligations under the Credit Agreement.
Tranche E indebtedness will bear pay-in-kind ("PIK") interest at the
annual rate of 450 basis points above the Eurodollar Rate, with all
principal and accrued PIK interest payable (absent an acceleration) one
month following the D Term Loan Maturity Date; provided that, at the time
of creation of Tranche E, Xxxxxx Xxxxxxx or another party acceptable to
the E Banks (in either case, the "Party"); (A) unconditionally promises
that upon the exercise of a put to him by the E Banks, at any time on or
after the occurrence of a Put Triggering Event (as defined below), he will
immediately purchase a 100% participation in Tranche E at par (all
principal, plus accrued interest); (B) provides to the E Banks a letter of
credit in form and substance satisfactory to the E Banks and issued by a
party (the "Issuing Party") acceptable to the E Banks, which may be drawn
against by the E Banks, unconditionally, at any time the E Banks determine
entitlement to exercise the put option exists (with the amount of such
letter of credit sufficient to pay the entire purchase price of the 100%
participation above referred to); and (C) agrees, for himself and his
successors and assigns, that, upon such purchase, the right of Tranche E
indebtedness to repayment of principal and payment of interest is
subordinate to repayment of all other Obligations under the Credit
Documents. For purposes of the foregoing, a "Put Triggering Event" shall
mean the earliest of (I) an acceleration of the maturity of the
Obligations pursuant to the terms of the Credit Agreement, (II) the
occurrence of an Event of Default under Section 9.01 of the Credit
Agreement and (III) the occurrence of a Default or Event of Default under
Section 9.05 of the Credit Agreement.
(ii) Under Financing Option 2, the Banks will permit the Borrower,
pursuant to agreements, instruments and documents acceptable to the
Administrative Agent and the Borrower, to borrow the Funds from Picower or
from any one or more other parties acceptable to the Administrative Agent,
all of which Funds must (x) call for repayment of principal and payment of
interest no sooner than one month following the D Term Loan Maturity Date,
(y) be subordinate, in right of repayment of principal and payment of
interest, to repayment of all Obligations and (z) not violate the terms of
any of the agreements, instruments and documents governing any other
Indebtedness of Holdings, the Borrower or any of their respective
Subsidiaries.
(c) The net proceeds of borrowings (the "New Borrowings") made by
the Borrower under this Section 27 shall only be used by the Borrower to
purchase and pay for the 7-1/4% Debentures as otherwise provided for herein.
(d) For the purposes of compliance with (i) Sections 8.10 and 8.12
of the Credit Agreement, PIK interest which accrues on the Funds shall not be
included as Consolidated Interest Expense and (ii) Section 8.11 of the Credit
Agreement, outstanding principal of the Funds shall not be included as
Consolidated Debt.
28. In order to induce the Banks to enter into this Amendment, each
of Holdings and the Borrower hereby represents and warrants that (i) the
representations and warranties contained in the Credit Agreement and the other
Credit Documents are true and correct in all material respects on and as of the
Amendment Effective Date (as defined below), after giving effect to this
Amendment, and (ii) there exists no Default or Event of Default on the Amendment
Effective Date, after giving effect to this Amendment.
29. This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
30. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with Holdings, the Borrower and the Agents.
31. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
32. This Amendment shall become effective on the date (the
"Amendment Effective Date") when each of Holdings, the Borrower, the Agents and
the Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
telecopier) the same to the Administrative Agent at the Notice Office.
33. The Borrower hereby agrees to pay to the Administrative Agent
for the account of each Bank that has executed a counterpart hereof and
delivered same to the Administrative Agent at the Notice Office on or prior to
5:00 P.M. (New York time) on April 13, 2001, an amendment fee equal to 0.25% of
the sum of (x) such Bank's Revolving Loan Commitment (after giving effect to the
reduction to same pursuant to this Amendment) and (y) the aggregate principal
amount of its outstanding A Term Loans, B Term Loans, C Term Loans and D Term
Loans, in each case on the Amendment Effective Date, which amendment fee shall
only be payable if the Amendment Effective Date occurs on or prior to April 13,
2001, and shall be due and payable at 10:00 A.M. (New York time) on April 16,
2001.
34. From and after the Amendment Effective Date, all references in
the Credit Agreement and in the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
ALARIS MEDICAL, INC.
By
-------------------------------------
Name:
Title:
ALARIS MEDICAL SYSTEMS, INC.
By
-------------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By
-------------------------------------
Name:
Title:
PARIBAS,
Individually and as Documentation Agent
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
PARIBAS CAPITAL FUNDING
By
-------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By
-------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By
-------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By
-------------------------------------
Name:
Title:
IBJ WHITEHALL BANK & TRUST COMPANY
By
-------------------------------------
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By
-------------------------------------
Name:
Title:
ELF FUNDING TRUST I
By: Highland Capital Management L.P.,
as Collateral Manager
By
-------------------------------------
Name:
Title:
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By: PPM America, Inc., as attorney in fact,
on behalf of Xxxxxxx National Life
Insurance Company
By
-------------------------------------
Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, its
Investment Manager
By
-------------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By
-------------------------------------
Name:
Title:
OCTAGON INVESTMENT PARTNERS II
By: Octagon Credit Investors, LLC, as
Subinvestment Manager
By
-------------------------------------
Name:
Title:
OCTOGAN LOAN TRUST
By: Octagon Credit Investors, as Manager
By
-------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio Advisor
By
-------------------------------------
Name:
Title:
PRIME INCOME TRUST
By: Xxxxxx Xxxxxxx Xxxx Xxxxxx Advisors Inc.
By
-------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By
-------------------------------------
Name:
Title:
COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper Inc., not in
single capacity but solely as
Administrative Agent
By
-------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By
-------------------------------------
Name:
Title:
XXX CAPITAL FUNDING L.P.
By: Highland Capital Management, L.P.,
as Collateral Agent
By:
------------------------------------
Name:
Title:
KZH CRESCENT-3 LLC
By:
------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By:
------------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management, as Investment
Advisor
By:
------------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as Investment
Advisor
By:
------------------------------------
Name:
Title:
TRANSAMERICA BUSINESS CAPITAL
By
-------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By:
------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, LP
By: Indosuez Capital as Portfolio Advisor
By
----------------------------------
Name:
Title:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company, its
Investment Manager
By
-------------------------------------
Name:
Title:
SEQUILS I LTD
By: TCW Asset Management Company, its
Investment Manager
By
-------------------------------------
Name:
Title:
