Exhibit 10.06
SECOND AMENDMENT TO CREDIT AGREEMENT
AND ASSUMPTION AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION
AGREEMENT (this "Amendment"), dated effective as of July 31, 1998 (the
"Effective Date"), is entered into by and among (i) CHELSEA COMMUNICATIONS,
INC., a Delaware corporation ("Chelsea"), NORTHEAST CABLE, INC., a Delaware
corporation ("Northeast"), KITTANNING CABLEVISION INC., a Delaware corporation
("Kittanning"), XXXXXXXX/PLUM CABLEVISION, L.P., a Pennsylvania limited
partnership ("Xxxxxxxx/Plum"), CHELSEA COMMUNICATIONS, LLC, a Delaware limited
liability company ("Chelsea LLC"), PARNASSOS, L.P. a Delaware limited
partnership ("Parnassos"), (ii) the several Lenders (hereinafter defined)
parties hereto, (iii) TORONTO DOMINION (TEXAS), INC., NATIONSBANK, N.A.
(successor by merger to NationsBank of Texas, N.A.), THE CHASE MANHATTAN BANK
(successor by merger to Chemical Bank), THE BANK OF NOVA SCOTIA and CIBC INC.,
as the Managing Agents (herein so called), (iv) NATIONSBANK, N.A. (successor by
merger to NationsBank of Texas, N.A.), as the Documentation Agent (herein so
called), (v) THE CHASE MANHATTAN BANK (successor by merger to Chemical Bank) as
the Syndication Agent (herein so called) and (vi) TORONTO DOMINION (TEXAS),
INC., as the Administrative Agent (herein so called). Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to them in the
hereinafter described Credit Agreement, as amended by this Amendment.
RECITALS
A. Chelsea, Northeast, Kittanning and Xxxxxxxx/Plum, the
several Lenders parties thereto, the Managing Agents, the Documentation Agent,
the Syndication Agent and the Administrative Agent entered into that certain
Credit Agreement dated as of April 12, 1996 (as amended, modified, restated,
supplemented, renewed, extended, rearranged or substituted from time to time,
the "Credit Agreement").
B. Chelsea, Northeast, Kittanning, Xxxxxxxx/Plum, Chelsea LLC,
the several Lenders parties thereto, the Managing Agents, the Documentation
Agent, the Syndication Agent and the Administrative Agent entered into that
certain First Amendment to Credit Agreement and Assumption Agreement, dated
effective as of June 30, 1998, whereby Chelsea LLC became a "Borrower" under the
Credit Agreement.
C. Chelsea, Northeast, Kittanning, Xxxxxxxx/Plum and Chelsea
LLC (the "existing Borrowers") have requested that the Lenders add Parnassos as
an additional "Borrower" under the Credit Agreement.
D. Parnassos, the existing Borrowers, the Lenders parties
hereto, which Lenders constitute the Required Lenders necessary under the Credit
Agreement to effect the amendment of the Credit Agreement intended hereby,
desire to enter into this Amendment in order to add Parnassos as a "Borrower"
under the Credit Agreement and to evidence Parnassos'
1
assumption of all of the Obligations now existing or hereafter created
thereunder, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. AMENDMENTS TO CREDIT AGREEMENT
Subject to the terms and conditions set forth herein, and in
reliance upon the representations and warranties of the existing Borrowers and
Parnassos herein contained, the existing Borrowers, Parnassos and the Lenders
parties hereto hereby agree as follows:
(a) Amendment to Add Additional Borrower. The Credit Agreement
is amended hereby to add Parnassos as a "Borrower" thereunder for all purposes.
Accordingly, Parnassos, the existing Borrowers, the Lenders and the Agents are
hereby bound, from and after the Effective Date, by all of the terms, provisions
and respective obligations of such parties to each other set forth in the Credit
Agreement to the same extent as if Parnassos had originally been a "Borrower"
under the Credit Agreement.
(b) Amendment to Definitions.
(i) The definition of "Borrower" set forth in Section
1.1 of the Credit Agreement is hereby deleted in its entirety and is
replaced with the following:
""Borrower" means, Chelsea, Northeast, Kittanning,
Xxxxxxxx, Xxxxxxx LLC and Parnassos."
(ii) The definition of "Borrower Change of Control"
set forth in Section 1.1 of the Credit Agreement is hereby deleted in
its entirety and is replaced with the following:
""Borrower Change of Control" means (a) the failure
of ACC to (i) own, directly or indirectly, at least 75% of the
voting Capital Securities of each Borrower (other than
Parnassos), (ii) own, directly or indirectly, at least 662/3%
of the voting Capital Securities of Parnassos and (iii)
possess, directly or indirectly, the power to direct or cause
the direction of the management and policies of each Borrower,
whether through ownership of Capital Securities of such
Borrower, by contract or otherwise, or (b) the failure of TCI
Communications, Inc. (or any successor of TCI Communications,
Inc. due solely to its change from a corporation to a limited
liability company) to own, directly or indirectly, at least
331/3% of the voting Capital Securities of Parnassos."
2
(iii) The following definition is hereby added to
Section 1.1 of the Credit Agreement in the appropriate alphabetical
order:
""Parnassos" means Parnassos, L.P. a Delaware limited
partnership.
(c) Amendment to Schedules to Credit Agreement. Schedule 4.2
and Schedule 4.14 to the Credit Agreement are hereby deleted in their entirety
and replaced by Schedule 4.2 and Schedule 4.14 attached hereto, respectively.
Section 2. ASSUMPTION
Parnassos, jointly and severally with the other Borrowers,
hereby expressly and unconditionally (a) promises to pay, guarantees, ratifies,
assumes and agrees to perform all of the Obligations (whether now existing or
hereafter created) under the Credit Agreement and the other Loan Documents,
including, without limitation, any Obligations outstanding as of the Effective
Date under Sections 2.1, 2.2 and 2.19 of the Credit Agreement, all as if
Parnassos had been an original party to the Credit Agreement and (b) assumes the
obligation to, and guarantees, the due and punctual performance and observance
of all of the obligations to be performed and provisions to be observed by a
"Borrower" under the Credit Agreement and the other Loan Documents. Parnassos
specifically acknowledges and agrees hereby that the foregoing assumptions
pertain to all Obligations (whether now existing or hereafter created) under the
Credit Agreement and the other Loan Documents notwithstanding that a portion of
such Obligations are outstanding as of the Effective Date of this Amendment.
Section 3. REPRESENTATIONS AND WARRANTIES
To induce the Lenders parties hereto to enter into this
Amendment, Parnassos and the existing Borrowers hereby jointly and severally
represent and warrant to the Agents and the Lenders as follows:
(a) Authorization; No Contravention. The execution, delivery
and performance by Parnassos and each of the existing Borrowers of this
Amendment has been duly authorized by all necessary corporate, limited liability
company and partnership action, as applicable, and does not and will not (i)
contravene the terms of any Charter Documents of any Loan Party, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien
under, any document evidencing any Contractual Obligation to which any Loan
Party is a party or any order, injunction, writ or decree of any Governmental
Authority to which such Loan Party is a party or its property is subject or
(iii) violate any Requirement of Law.
(b) Governmental Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by Parnassos or any of the existing Borrowers
of this Amendment.
3
(c) Binding Effect. This Amendment constitutes the legal,
valid and binding obligation of Parnassos and each of the existing Borrowers,
enforceable against each in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws affecting
the enforcement of creditors' rights generally or by equitable principles
relating to enforceability.
(d) No Default. No Default or Event of Default exists under
the Loan Documents. As of the date hereof, no Loan Party is in default under or
with respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a Material
Adverse Effect, or that would, if such default had occurs after the date hereof,
give rise to an Event of Default under the Credit Agreement.
(e) Full Disclosure. As of the date hereof, all information
that has been made available to the Agents or any Lender by or on behalf of
Parnassos or any of the existing Borrowers in connection with the transactions
contemplated herein is, taken together, true and correct in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements maintained
therein not materially misleading in light of the circumstances under which such
statements were made.
(f) Representations and Warranties. The representations and
warranties set forth in the Credit Agreement and the other Loan Documents are
true and correct (both as to the existing Borrowers and as to Parnassos) in all
material respects on and as of the date hereof, both before and after giving
effect to this Amendment.
Section 4. CONDITIONS PRECEDENT
The effectiveness of this Amendment is subject to the
satisfaction in full of each of the following conditions precedent, each in a
manner satisfactory to the Administrative Agent:
(a) Loan Documents. The Administrative Agent shall have
received each of the following, in sufficient number for each Lender, except
where otherwise noted, and in form and substance satisfactory to the
Administrative Agent:
(i) this Amendment, duly executed and delivered on
behalf of each existing Borrowers and Parnassos by one or more
Responsible Officers as required by such Person's Charter Documents;
(ii) Second Amended and Restated Revolving Credit
Notes, each dated as of the Effective Date, executed and delivered by
Parnassos in substitution and replacement of the previously outstanding
Amended and Restated Revolving Credit Notes, which Second Amended and
Restated Revolving Credit Notes shall be payable to the order of each
of the Revolving Credit Lenders in the respective appropriate principal
amounts of each Revolving Credit Lenders' respective Revolving Credit
Commitment;
4
(iii) Second Amended and Restated Term Notes, each
dated as of the Effective Date, executed and delivered by Parnassos, in
substitution and replacement of the previously outstanding Amended and
Restated Term Notes, which Second Amended and Restated Term Notes shall
be payable to the order of each of the Term Loan Lenders in the
respective appropriate principal amounts of each Term Loan Lenders'
respective Term Loan Commitments;
(iv) an Assignment of Partnership Interests with
respect to the partnership interests of the Partners in Parnassos,
dated the Effective Date, duly executed and delivered on behalf of each
Partner by one or more Responsible Officers as required by each such
Partner's respective Charter Documents;
(v) a Management Subordination Agreement, dated the
Effective Date, duly executed and delivered on behalf of Parnassos and
any Managers party to a Management Agreement with Parnassos by one or
more Responsible Officers of Parnassos and such Managers, as required
by their respective Charter Documents;
(vi) a Supplement to the Affiliate Subordination
Agreement, dated as of April 12, 1996, among Chelsea, Northeast,
Kittanning and Xxxxxxxx/Plum, each Restricted Subsidiary of such
Persons from time to time party thereto, each Affiliate of such Persons
and Restricted Subsidiaries (other than any other Borrower or any other
Restricted Subsidiary) from time to time party thereto and the
Administrative Agent, dated the Effective Date and duly executed and
delivered on behalf of Parnassos by one or more Responsible Officers as
required by its Charter Documents; and
(vii) a Supplement to the Intercompany Indebtedness
Subordination Agreement, dated as of April 12, 1996, by and among
Chelsea, Northeast, Kittanning and Xxxxxxxx/Plum, the Restricted
Subsidiaries of such Persons, and the Administrative Agent, such
supplement to be dated the Effective Date and duly executed and
delivered on behalf of Parnassos by one or more Responsible Officers as
required by its Charter Documents.
(b) Related Agreements. The Administrative Agent shall have
received, with a counterpart for each Lender, a complete and correct copy of
each Management Agreement not previously delivered to the Administrative Agent,
duly certified as of the Effective Date as a complete and correct copy thereof,
including all amendments, modifications or assignments thereof, by a Responsible
Officer of the Borrower or Restricted Subsidiary party thereto.
(c) Borrowing Certificate. The Administrative Agent shall have
received, with a counterpart for each Lender, a certificate executed by each
Borrower (including Parnassos) by a Responsible Officer of such Borrower (or the
General Partner of such Borrower), dated the Effective Date, substantially in
the form of Exhibit 5.1(d) to the Credit Agreement, with appropriate insertions
and attachments, reasonably satisfactory in form and substance to the
Administrative Agent.
5
(d) Partnership Proceedings. The Administrative Agent shall
have received, with a counterpart for each Lender, a certificate of a
Responsible Officer of Adelphia Western New York Holdings, L.L.C. ("Adelphia
Western"), dated the Effective Date, certifying that pursuant to the Charter
Documents of Parnassos, Adelphia Western has the power to execute and deliver,
on behalf of Parnassos, and to authorize Parnassos to perform its obligations
pursuant to (i) this Amendment, the Credit Agreement as amended hereby, and each
of the other Loan Document to which Parnassos is a party and (ii) the assumption
of the Obligations contemplated hereunder.
(e) Incumbency Certificates. The Administrative Agent shall
have received, with a counterpart for each Lender, a certificate of a
Responsible Officer of each partner of Parnassos, dated the Effective Date, as
to the incumbency and signature of the officers of such partners of Parnassos
executing any Loan Document on behalf of such partners which certificate shall
be in form and substance reasonably satisfactory to the Administrative Agent,
executed by the President or any Vice President and the Secretary or any
Assistant Secretary of the Responsible Officer of such partners.
(f) Charter Documents. The Administrative Agent shall have
received, with a counterpart for each Lender, complete and correct copies of the
Charter Documents of Parnassos and of each partner of Parnassos, certified as of
the Effective Date as complete and correct copies thereof, including all
amendments, modifications, revocations, recisions, terminations and assignments,
by a Responsible Officer of each partner of Parnassos.
(g) Legal Opinions.
(i) The Administrative Agent shall have received
within five Business Days of the Effective Date, with a counterpart for
each Lender, the executed legal opinion of Xxxxxxxx Xxxxxxxxx
Professional Corporation, counsel to the Borrowers and the
Subsidiaries, substantially in the form of Exhibit 5.1(l)(i) to the
Credit Agreement as such matters apply to Parnassos and its execution,
delivery and performance of this Amendment, the Credit Agreement as
amended hereby, and each other Loan Document to which Parnassos is a
party. Such legal opinion shall cover such other matters incident to
the transactions contemplated by this Amendment and the Credit
Agreement as amended hereby as the Administrative Agent may reasonably
require.
(i) The Administrative Agent shall have received,
with a counterpart for each Lender, an executed legal opinion of Xxxxx
X. Xxxxxx, Esq., Deputy General Counsel of the Borrowers, substantially
addressing the matters contained in Exhibit 5.1(l)(ii) to the Credit
Agreement as such matters apply to Parnassos and its execution,
delivery and performance of this Amendment, the Credit Agreement as
amended hereby, and each other Loan Document to which Parnassos is a
party. Such legal opinion shall cover such other matters incident to
the transactions contemplated by this Amendment and the Credit
Agreement as amended hereby as the Administrative Agent may reasonably
require.
6
(h) Lien Searches. The Administrative Agent shall have
received the results of a recent search by a Person satisfactory to the
Administrative Agent, of the Uniform Commercial Code, judgment and tax lien
filings which may have been filed with respect to personal property of
Parnassos, and the results of such search shall show no Liens against the
personal property of Parnassos other than Permitted Liens and shall otherwise be
satisfactory to the Administrative Agent.
(i) Insurance. The Administrative Agent shall have received
certificates of insurance and other evidence in form and substance satisfactory
to it that all of the requirements of Section 6.5 of the Credit Agreement shall
have been satisfied.
(j) Authorization Statement and Transaction Statement. The
Administrative Agent shall have received executed copies of the Authorization
Statement and the Transaction Statement, in the forms attached to the Assignment
of Partnership Interests of the Partners in the referenced above as Exhibit A
and Exhibit B, respectively, each executed by the appropriate Responsible
Officers of the respective parties thereto.
(k) UCC Financing Statements. All UCC financing statements
deemed necessary or appropriate by the Administrative Agent to perfect the Liens
in favor of the Administrative Agent for the benefit of the Lenders, duly
executed by the appropriate Loan Party, to be recorded with the appropriate
filing offices.
Section 5. MISCELLANEOUS
(a) Ratification and Confirmation of Loan Documents. Each of
the undersigned hereby acknowledge and agree that, except as specifically
amended hereby, the Credit Agreement and other Loan Documents remain in full
force and effect and each of the same are hereby ratified and confirmed, and the
execution and delivery of this Amendment shall not, except as expressly provided
herein, operate as an amendment or waiver of any right, power or remedy of the
Agents or the Lenders under the Credit Agreement or any other Loan Document or
operate as an approval of the terms and conditions of any other agreement of the
Borrowers or any Subsidiary.
(b) 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.
(c) Fees and Expenses. The existing Borrowers and Parnassos
jointly and severally agree to pay on demand all reasonable costs and expenses
of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Amendment and the other Loan Documents described
herein, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent.
7
(d) APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES.
(e) Counterparts. This Amendment may be executed in any number
of counterparts (including by facsimile) and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages (including facsimile signature pages)
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
8
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
CHELSEA COMMUNICATIONS, INC.
By:/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Vice President
NORTHEAST CABLE, INC.
By:/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Vice President
KITTANNING CABLEVISION, INC.
By:/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Vice President
XXXXXXXX/PLUM CABLEVISION, L.P.
By: Kittanning Cablevision, Inc.,
its General Partner
By:/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Vice President
9
CHELSEA COMMUNICATIONS, LLC
By: Adelphia Communications Corporation,
its Sole Member
By:/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Vice President
PARNASSOS, L.P.
By: Adelphia Western New York Holdings,
L.L.C., its general partner
By: Adelphia Communications
Corporation, its Sole Member
By:/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Vice President
10
LENDERS AND AGENTS:
TORONTO DOMINION (TEXAS), INC.,
as Managing Agent, Administrative Agent and
as a Lender
By:/S/ Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title:Vice President
NATIONSBANK, N.A.,
as Managing Agent, Documentation Agent and as
a Lender
By:/s/ Xxxxxx X. Xxxxxxxx
Name:Xxxxxx X. Xxxxxxxx
Title:Vice President
THE CHASE MANHATTAN BANK,
as Managing Agent, Syndication Agent and as
a Lender
By:/s/ Xxxx X. Xxxxx III
Name:Xxxx X. Xxxxx III
Title:Managing Director
00
XXX XXXX XX XXXX XXXXXX,
as Managing Agent and as a Lender
By:/s/ Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title:Authorized Signatory
CIBC INC.,
as Managing Agent and as a Lender
By:/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title:Executive Director
ABN AMRO BANK N.V.
By:/s/ Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Group Vice President
By:/s/ Xxxxx X. XxXxxxxx, Xx.
Name:Xxxxx X. XxXxxxxx, Xx
Title:Vice President
12
FIRST UNION NATIONAL BANK
By:/s/ Xxxx X Xxxxxxxxxxx
Name:Xxxx X. Xxxxxxxxxxx
Title:Vice President
BANK OF AMERICA NT & SA
By:/s/ Xxxx X. Xxxxx
Name:Xxxx X. Xxxxx
Title:Vice President
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By:/s/ Emile Elnems
Name:Emile Elnems:
Title:Vice President
SOCIETE GENERALE
By:/s/ Xxxxxx Xxxxxx
Name:Xxxxxx Xxxxxx
Title:Vice President
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title:Vice President
13
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME
TRUST
By:/s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title:Senior Vice President and Director
FLEET NATIONAL BANK
By:/s/ Xxxx X. Xxxxxxx
Name:Xxxx X. Xxxxxxx
Title:Vice President
FLEET BANK, N.A.
By:/s/ Xxxx X. Xxxxxxx
Name:Xxxx X. Xxxxxxx
Title:Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:/s/ Xxxxxxxxx Xxxxxxxx
Name:Xxxxxxxxx Xxxxxxxx
Title:Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
14
By:/s/ Xxxxxx X. Xxxxxx
Name:Xxxxxx X. Xxxxxx
Title:Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,L.P.,
as Investment Advisor
By:/s/ Xxxxxx X. Xxxxxx
Name:Xxxxxx X. Xxxxxx
Title:Authorized Signatory
BANK OF MONTREAL, CHICAGO BRANCH
By:/s/ Xxxxx Xxxxxxx
Name:Xxxxx Xxxxxxx
Title:Director
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as Manager
By:/s/ Xxxxxx X. Xxxxxx
Name:Xxxxxx X. Xxxxxx
Title:Managing Director
15
CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Xxxx X. Judge
Name:Xxxx X. Judge
Title:Vice President
UNION BANK OF CALIFORNIA, N.A.
By:/s/ Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title:Vice President
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
CRESTAR BANK
By:/s/ Xxxxxx X. Xxxxxx
Name:Xxxxxx X. Xxxxxx
Title:Vice President
16
THE SAKURA BANK, LIMITED
By:/s/Xxxxxxxxx Xxxxxx
Name:Xxxxxxxxx Xxxxxx
Title:Vice President
COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper Inc., not in its
individual capacity but soley as
administrative agent
By:/s/ Xxxxxxx Xxxxxxx
Name:Xxxxxxx Xxxxxxx
Title:Authorized Sinatory
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By:/s/ Xxxx X. Xxxxx CFA
Name:Xxxx X. Xxxxx CFA
Title:Executive Vice President
Highland Capital Management
L.P.
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:/s/ Payson X. Xxxxxxxxx
Name:Payson X. Xxxxxxxxx
Title:Vice President
17
AERIES FINANCE LTD.
By:/s/ Ian Xxxxx Xxxxx
Name:Ian Xxxxx Xxxxx
Title:Director
CAPTIVA FINANCE LTD.
By:/s/ Xxxxx Egglishaw
Name:Xxxxx Egglishaw
Title:Director
PAMCO CAYMAN LTD.
By: Protective Asset Management Company,
as Collateral Manager
By:/s/ Xxxx X. Xxxxx CFA
Name:Xxxx X. Xxxxx CFA
Title:Executive Vice President
Highland Capital Management
L.P.
18
SCHEDULE 4.2
JURISDICTIONS OF FORMATION AND QUALIFICATION
[TO BE COMPLETED BY BORROWERS]
19
SCHEDULE 4.14
SUBSIDIARIES
[TO BE COMPLETED BY BORROWERS]
20
