EXHIBIT 10.3
EXECUTION COPY
AMENDMENT NO. 3 TO CREDIT AGREEMENT
DATED AS OF DECEMBER 26, 2003
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of December 26,
2003 (this "Amendment"), to the Credit Agreement dated as of December 26, 2002
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") by and among PERKINELMER, INC., a Massachusetts corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to the Credit Agreement (collectively, the "Lenders"),
XXXXXXX XXXXX & CO., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as sole
advisor, sole lead arranger and sole book runner, XXXXXXX XXXXX CAPITAL
CORPORATION, as syndication agent, SOCIETE GENERALE, as documentation agent, and
BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
"Administrative Aaent") for the Lenders and as Issuing Lender and Alternate Rate
Lender. Capitalized terms not otherwise defined herein shall have the same
meanings as specified therefor in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders agree to
amend the Credit Agreement; and
WHEREAS, the Lenders have indicated their willingness to agree
to so amend the Credit Agreement, but only on and subject to the terms and
conditions of this Amendment;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:
SECTION 1. Amendment to the Credit Agreement. The Credit
Agreement is hereby amended, effective as of the Effective Date (as defined in
Section 2 below), as follows:
(a) The definition of "Applicable Margin" set forth in Section
1.1 of the Credit Agreement is hereby amended by:
(i) deleting the figure "3.00%" appearing in
subsection (a)(i) thereof and substituting the figure "1.25%"
therefor;
(ii) deleting the figure "4.00%" appearing in
subsection (a)(ii) thereof and substituting the figure "2.25%"
therefor;
(iii) deleting the figure "3.0:1.0" appearing in
clause (A)(2) of the proviso thereto and substituting the
figure "2.5:1.0" therefor;
(iv) deleting the figure "2.50%" appearing in clause
(A)(2) of the proviso thereto and substituting the figure
"1.00%" therefor; and
(v) deleting the figure "3.50% appearing in clause
(A)(2) of the proviso thereto and substituting the figure
"2.00%" therefor.
In addition, Section 2.10 of the Credit Agreement is hereby
amended by deleting subsection (b) thereof in its entirety and substituting the
phrase "Intentionally Omitted" therefor.
(b) The definition of "Consolidated EBITDA" contained in
Section 1.1 of the Credit Agreement is hereby amended by amending and
restating subsection (e) thereof in its entirety to read as follows:
"(e) non-cash charges (i) recorded pursuant to FAS
142 in respect of impairment of goodwill and (ii) in respect
of write-down of intangibles,".
(c) The definition of "Subordinated Debt" contained in Section
1.1 of the Credit Agreement is hereby amended by adding the phrase "and
Section 7.2(m)(ii)" immediately following the phrase "Section 7.2(f)"
appearing in subsection (b)(iii) thereof.
(d) Section 2.11 of the Credit Agreement is hereby amended by
(i) deleting the phrase "and (m)" appearing in the parenthetical to
subsection (a) thereof and substituting the phrase ", (m) and (n)"
therefor and (ii) deleting the date "December 31, 2003" appearing in
subsection (c) thereof and substituting the date "December 28, 2003"
therefor.
(e) Section 6.9 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"In the case of the Borrower, within 60 days after
the Closing Date, and at all times thereafter, enter into
Hedge Agreements to the extent necessary to provide that at
least 30% of the aggregate principal amount of the Hedging
Amount is subject to a fixed interest rate, which Hedge
Agreements shall have terms and conditions reasonably
satisfactory to the Administrative Agent".
(f) Section 7.2 of the Credit Agreement is hereby amended by:
(i) adding the parenthetical "(taking into account
all Indebtedness issued pursuant to clause (i) of this Section
7.2(f))" immediately following the phrase "at any time
outstanding" appearing in subsection (f)(iii) thereof;
(ii) deleting the amount "$10,000,000" appearing in
subsection (h) thereof and substituting the amount
"$30,000,000" therefor;
(iii) (A) adding a new subsection (m) therein to read
as set forth below and (B) relettering the existing subsection
(m) as subsection (n):
2
"(m) Indebtedness of the Borrower in
connection with the Investments permitted to be made
pursuant to Section 7.8(i), in an amount not to
exceed $125,000,000 in respect of either, at the
option of the Borrower, (i) a new tranche C term loan
facility (the "Tranche C Term Loan Facility") to be
added under this Agreement on terms substantially
similar to the Tranche B Term Loan Facility (other
than as to interest rate, which shall be consistent
with transactions of a similar nature conducted at
such time); provided that the yield to maturity with
respect to the Tranche C Term Loan Facility (taking
into account upfront fees paid to the lenders under
such new Tranche C Term Loan Facility) may be no more
than 0.25% per annum greater than the yield to
maturity with respect to the Tranche B Term Loans at
the time the Tranche C Term Loan Facility becomes
effective (and the Borrower agrees that the pricing
of the remaining Tranche B Term Loans (if any) will
be increased and or additional fees will be paid to
the remaining Tranche B Term Loan Lenders (if any) to
the extent necessary to satisfy such requirement) or
(ii) additional Subordinated Debt; provided that in
either case, after giving pro forma effect to the
incurrence of such Indebtedness, (w) the Consolidated
Leverage Ratio shall not exceed the ratio set forth
opposite the applicable period below:
Period Consolidated Leverage Ratio
-----------------------------------------------------------------
December 29, 2003 - January 2,2005 3.25:1.00
-----------------------------------------------------------------
January 3, 2005 - January 1, 2006 3.00:1.00
-----------------------------------------------------------------
January 2, 2006 - December 31, 2006 2.50:1.00
-----------------------------------------------------------------
January 1, 2007 and thereafter 2.25:1.00
, (x) the Consolidated Senior Leverage Ratio shall
not exceed 1.50:1.00, (y) no Default shall have
occurred and be continuing or would result therefrom
and (z) the terms thereof shall he reasonably
acceptable to the Administrative Agent"; and
(iv) deleting the amount "$30,000,000" appearing in
current subsection (m) thereof (as relettered to new
subsection (n) pursuant to clause (iii) above) and
substituting the amount "$50,000,000" therefor.
(g) Section 7.3 of the Credit Agreement is hereby amended by
adding the proviso "; except for easements, rights-of-way, restrictions
or other encumbrances granted by the Borrower to Pacific Gas & Electric
Company, or an affiliate thereof, in connection with power lines
installed by such company on the Borrower's property located in
Fremont, California; provided that such easement, right-of-way,
restriction or other encumbrance does not reduce the fair market value
of such property by more than $2,000,000 at the time such easement,
right-of-way, restriction or other encumbrance is granted, as
reasonably estimated by the Borrower" immediately following the word
"Subsidiaries" appearing in subsection (e) thereof.
3
(h) Section 7.4 of the Credit Agreement is hereby amended by
amending and restating subsection (d) thereof in its entirety to read
as follows:
"(d) the Borrower may Dispose of (i) Fluid Sciences (which is
a reporting segment of the Borrower on the date hereof), as
permitted by Section 7.5(e) and (ii) any or all of its assets
to any Subsidiary Guarantor that has duly executed the
Guarantee and Collateral Agreement and has otherwise complied
with the terms of this Agreement (including, without
limitation, Section 6.10 hereof)."
(i) Section 7.5 of the Credit Agreement is hereby amended by:
(i) adding the phrase ", 7.4(d)(ii)" immediately
following the phrase "7.4(c)" and immediately preceding the
phrase "and 7.8(g)(iii)" appearing in subsection (c) thereof;
and
(ii) amending and restating subsection (i) thereof in
its entirety to read as follows:
"(i) the Disposition of other assets having a fair
market value not to exceed $15,000,000 in the aggregate for
any fiscal year of the Borrower and $30,000,000 in the
aggregate while this Agreement is in effect (not taking into
account any Dispositions of assets pursuant to this Section
7.5(i) prior to January 1, 2004); provided that at least 50%
of the consideration for each such Disposition shall be in the
form of cash; and".
(j) Section 7.8 of the Credit Agreement is hereby amended by
deleting the amount "$75,000,000" appearing in subsection (i) thereof
and substituting the amount "$125,000,000" therefor.
(k) Section 7.11 of the Credit Agreement is amended by (i)
deleting the "," at the end thereof and substituting "," therefor and
(ii) adding the proviso "except for arrangements not to exceed
$10,000,000 in the aggregate for any fiscal year of the Borrower and
$30,000,000 in the aggregate while this Agreement is in effect, in each
case, determined by reference to the sale price of such asset." at the
end thereof.
(1) Section 7.12 of the Credit Agreement is amended by
deleting the phrase "the last Sunday of each calendar year" appearing
therein and substituting the phrase "the Sunday closest to December 31
of each calendar year" therefor.
(m) Section 7.17 of the Credit Agreement is amended by (i)
deleting the "." at the end thereof and substituting ";" therefor and
(ii) adding the proviso "provided that, in any event, the Borrower and
its Subsidiaries may enter into Hedge Agreements that move from fixed
interest rates to floating interest rates or move from floating
interest rates to fixed interest rates." at the end thereof.
4
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective (the "Effective Date") as of the date first above written
when, and only when:
(a) the Administrative Agent shall have received (i)
counterparts of this Amendment executed by the Borrower and (A) with respect to
the amendments set forth in Section 1(a) of this Amendment, each Tranche B Term
Loan Lender and the Required Lenders, (B) with respect to the amendment set
forth in Section l(d) of this Amendment, the Required Prepayment Lenders and the
Required Lenders and (C) with respect to the amendments set forth in Sections
1(b), 1(c), 1(e), 1(f), 1(g), 1(h), 1(i), 1(j), 1(k), 1(l) and 1(m) of this
Amendment, the Required Lenders or, as to any of such Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment and (ii) the Consent attached hereto executed by each Guarantor and
each Grantor (other than the Borrower) under the Guarantee and Collateral
Agreement.
(b) the Administrative Agent shall have additionally received
all of the following documents, each such document (unless otherwise specified)
dated the date of receipt thereof by the Administrative Agent (unless otherwise
specified) and in sufficient copies for each Lender, in form and substance
satisfactory to the Administrative Agent (unless otherwise specified) and in
sufficient copies for each Lender:
(i) A certificate of the Secretary or an Assistant
Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign
this Amendment and the other documents to be delivered
hereunder and thereunder; and
(ii) A certificate signed by a duly authorized
officer of the Borrower stating that:
(A) The representations and warranties contained in
the Loan Documents and in Section 3 hereof are
correct on and as of the date of such certificate as
though made on and as of such date, except where such
representation and warranty is expressly made as of a
specific earlier date, in which case such
representation and warranty shall be true as of such
earlier date; and
(B) No event has occurred and is continuing that
constitutes a Default or Event of Default as of the
Effective Date after giving effect to this Amendment.
(c) All of the accrued fees and expenses of the Administrative
Agent and the Lenders (including the accrued fees and expenses of counsel for
the Administrative Agent in connection with this Amendment and for other work
since the Closing Date), shall have been paid in full.
(d) With respect to the amendments set forth in Section 1(a)
of this Amendment, the Borrower shall have paid to the Administrative Agent, for
the pro rata benefit of each Tranche B Term Loan Lender that executes this
Amendment, a Tranche B Term Loan Facility
5
amendment fee equal to 1.00% of the sum of the outstanding principal amount of
the Tranche B Term Loans held by such Tranche B Term Loan Lender, as of the
Effective Date.
SECTION 3. Representations and Warranties of the Borrower. In
order to induce the parties hereto to execute and deliver this Amendment, the
Borrower hereby restates each of the representations and warranties contained in
Sections 4.3, 4.4 and 4.5 of the Credit Agreement, with each reference therein
to the Credit Agreement being deemed to be a dual reference both to this
Amendment and the Credit Agreement as amended by this Amendment.
SECTION 4. Reference to and Effect on the Loan Documents. (a)
On and after the Effective Date, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof or words of like import referring to the Credit
Agreement, and each reference in the Notes and each of 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 Credit
Agreement, as amended by this Amendment,
(b) The Credit Agreement and the Notes, as specifically
amended by this Amendment, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Security Documents and all of the Collateral
described therein do and shall continue to secure the payment of all Obligations
of the Loan Parties under the Loan Documents, in each case as amended by this
Amendment.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Administrative Agent under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement.
SECTION 5. Costs, Expenses. The Borrower agrees to pay on
demand all reasonable and documented costs and expenses of the Administrative
Agent in connection with the preparation, execution, delivery and
administration, modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative
Agent) in accordance with the terms of Section 10.5 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of separate 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 but one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment
to be duly executed and delivered as of the day first above written.
PERKINELMER, INC., as Borrower
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative
Agent and as Lender
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: Xxxxx X. Xxxx
Title: Managing Director
XXXXXXX XXXXX CAPITAL CORPORATION, as
Syndication Agent and as Lender
By: /s/ Xxxxxxx X. X'Xxxxx
---------------------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Vice President
SOCIETE GENERALE, as Documentation Agent
and as Lender
By: /s/ Xxxx-Xxxxx Xxxxxxxxx
---------------------------------------------
Name: Xxxx-Xxxxx Xxxxxxxxx
Title: Vice President
7
ABN AMRO Bank N.V., as Lender
By: /s/ Xxxxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Director
By: /s/ Xxxx X. Xxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
8
APEX (IDM)CDO I, LTD.
ELC (CAYMAN) LTD.
ELC (CAYMAN) LTD. CDO SERIES 1999-I
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 1999-III
ELC (CAYMAN) LTD. 2000-I
XXXXX CLO LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc. as Collateral
Manager, as Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
8
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
8
BABSON CLO LTD. 2003-I
By: Xxxxx X. Xxxxxx & Company Inc. as Collateral
Manager, as Lender
By:/s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
8
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC,
as Asset Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
8
XXXX & XXXXXXX XXXXX FOUNDATION
By: Xxxxx X. Xxxxxx & Company Inc. as
Investment Adviser, as Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
8
BLACK ROCK SENIOR LOAN TRUST
MAGNETITE ASSET INVESTORS L.L.C.
MAGNETITE ASSET INVESTORS III L.L.C.
MAGNETITE IV CLO, LIMITED
MAGNETITE V CLO, LIMITED as Lender
Senior Loan Fund
By: /s/ XXXX X. XXXXXXXX
---------------------------------------------
Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
0
XXXX XXXX XXX,Xxx.
By: Deerfield Capital Management LLC as its
Collateral Manager
By: /s/ Xxxx Xxxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
8
By: Callidus Debt Partners CLO Fund II, Ltd.
By: Its Collateral Manager,
Callidus Capital Management, LLC
as Lender
By: /s/ Xxxxx Xxxxxxx
---------------------------------------------
Name: XXXXX XXXXXXX
Title: MANAGING DIRECTOR
8
CARLYLE HIGH YIELD PARTNERS, L.P.
as Lender
By: /s/ Xxxxx Xxxx
---------------------------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
8
CARLYLE HIGH YIELD PARTNERS III, LTD.
as Lender
By: /s/ Xxxxx Xxxx
--------------------------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
8
]
Carlyle High Yield Partners, IV, Ltd.
as Lender
By: /s/ Xxxxx Xxxx
--------------------------------------------
Name: XXXXX XXXX
Title: PRINCIPAL
8
Centurion CDO II. Ltd.
By: American Express Asset Management Group Inc,
as Collateral Manager as Lender
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
8
Centurion CDO VI, Ltd.
By: American Express Asset Management Group Inc,
As Collateral Manager as Lender
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
8
Citadel Hill 2000 Ltd., as Lender
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Head of Business Support &
Investor Relations
Citadel Hill Advisors, LLC
8
COLUMBIA FLOATING RATE
ADVANTAGE FUND
(f/k/a Liberty Floating Rate Advantage Fund)
By: Columbia Management Advisors, Inc.,
As Advisor , as Lender
By: /s/ [ILLEGIBLE]
---------------------------------------------
Name:
Title:
8
CREDIT SUISSE FIRST BOSION INTERNATIONAL
, as Lender
By: /s/ [ILLEGIBLE]
---------------------------------------------
Name:
Title:
8
CLOSE INTERNATIONAL CUSTODY SERVICE LIMITED RE
CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY
LIMITED
By: [ILLEGIBLE]
By: /s/ Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
8
DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender
By: /s/ Xxxx Xxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
8
ENDURANCE CLO I, LTD.
C/o ING Capital Advisors LLC,
as Portfolio Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
8
FOREST CREEK CLO, Ltd.
By: Deerfield Capital Management, LLC as its
Collateral Manager
By: /s/ Xxxx Xxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
8
FRANKLIN CLO II, LIMITED
, as Lender
By: /s/ Xxxxxxx Xxx
---------------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
8
FRANKLIN CLO III, LIMITED
, as Lender
By: /s/ Xxxxxxx Xxx
---------------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
8
FRANKLIN CLO IV, LIMITED
, as Lender
By: /s/ Xxxxxxx Xxx
---------------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
8
FRANKLIN FLOATING RATE DAILY ACCESS FUND
, as Lender
By: /s/ Xxxxxxx Xxx
---------------------------------------------
Name: Xxxxxxx Xxx
Title:Asst. Vice President
8
FRANKLIN FLOATING RATE TRUST
as Lender
By: /s/ Xxxxxxx Xxx
---------------------------------------------
Name: Xxxxxxx Xxx
Title:Asst. Vice President
8
Galaxy CL0 1999-1, Ltd.
by: AIG Global Investment Corp.
as Collateral Manager
as Lender
By: /s/ W. Xxxxxxx Xxxxxx
---------------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
8
Galaxy CLO 2003-1, Ltd.
by: AIG Global Investment Corp.
as Investment Adviser
as Lender
By: /s/ W. Xxxxxxx Xxxxxx
---------------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
8
GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
By: /s/ Xxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxx X Xxxxxxx
Title: Duly Authorized Signatory
8
GoldenTree Loan Opportunities. I, Limited
By: GoldenTree Asset Management, LP as Lender
By: /s/ Xxxx Xxxxxx
--------------------------------------------
Name: Xxxx Xxxxxx
8
HARBOURVIEW CLO IV, LTD., as Lender
By: /s/ Xxxx Xxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
8
HARBOURVIEW CLO V, LTD., as Lender,
By: /s/ Xxxx Xxxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
8
HARCH CLO I, LTD, as Lender
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: AUTHORIZED SIGNATORY
8
Hawatt's Igland CDO, Ltd.
By: Cypress Tree Investment Management Company,
Inc., as Portfolio Manager
as Lender
By: /s/ Xxxxxx Xxxxx
--------------------------------------------
Name: Xxxxxx Xxxxx
Title: Director
8
IKB Capital Corporation, as Lender
By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Name: XXXXX XXXXXX
Title: PRESIDENT IKB CAPITAL CORPORATION
8
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
By: /s/ Xxxx X. Xxxxx
---------------------------------------------
Name: Xxxx X. Xxxxx
Title: Principal.
8
KZH CYPRESSTREE-1 LLC
By: /s/ HI HUA
---------------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
8
KZH INC-2 LLC
By: /s/ HI HUA
---------------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
8
KZH SOLEIL LLC
By: /s/ HI HUA
---------------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
8
KZH SOLEIL-2 LLC
By: /s/ HI HUA
---------------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
8
KZH STERLING LLC
By: /s/ HI HUA
---------------------------------------------
Name: HI HUA
Title: AUTHORIZED AGENT
8
LANDMARK II CDO LIMITED
By: Aladdin Capital Management LLC As Manager,
as Lender
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxx, CFA
Title: AUTHORIZED SIGNATORY
8
LCMI Limited Partnership, As Lender
By: Lyon Capital Management LLC,
As Collateral Manager
By: /s/ Xxxx Xxxxx
---------------------------------------------
Name: XXXX XXXXX
Title: Portfolio Manager
8
Longhorn CDO (Cayman) LTD
By: Xxxxxxx Xxxxx Investment Managers,L.P.
as Investment Advisor as Lender
By: /s/ [ILLEGIBLE]
---------------------------------------------
Longhorn CDO II, LTD.
By: Xxxxxxx Xxxxx Investment Managers,L.P.
as Investment Advisor as Lender
By: /s/ [ILLEGIBLE]
---------------------------------------------
MAPLEWOOD (CAYMAN) LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts Mutual
Life Insurance Company as Investment Manager,
as Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
8
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc. as Investment
Adviser, as Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
8
XXXXXXX XXXXX CREDIT PRODUCTS, LLC,
as Lender
By: /s/ Xxxxx Xxx-Xxxxxxx
------------------------------
Name: XXXXX XXX-XXXXXXX
Title: VICE PRESIDENT
8
MONY Life Insurance Company, as Lender
By: MONY Capital Management, Inc.,
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Managing Director
8
MONY Life Insurance Company of America, as Lender
By: MONY Capital Management, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Agent
8
MOUNTAIN CAPITAL CLO 1 LTD.
as Lender
By: /s/ Xxxxx Xxxxxxx
-----------------------
Name: Xxxxx Xxxxxxx
Title: Director
8
MOUNTAIN CAPITAL CLO 11 LTD.
as Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
8
MUIRFIELD TRADING LLC, as Lender
By: /s/ Xxxxx X. Xxxxx
------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED AGENT
8
Natexis Banques Popularies, as Lender
By: /s/ Xxxxx Xxxxxxx
---------------------------------------------
Name: XXXXX XXXXXXX
Title: VICE PRESIDENT
/s/ Xxxxxxx Xxxxxxxx
------------------------------------------------
XXXXXXX XXXXXXXX
ASSOCIATE
8
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
BY: /s/ Xxxxx X. Xxxx
-------------------------------------------
Name: XXXXX X. XXXX
Title: DIRECTOR
8
New York Life Insurance and Annuity Corporation,
By: New York Life Investment Management LLC,
Its Investment Manager, as Lender
By: /s/ F. Xxxxx Xxxxx
-------------------------------------------
Name: F. Xxxxx Xxxxx
Title: Vice President
8
New York Life Insurance Company, as Lender
By: /s/ F. Xxxxx Xxxxx
-------------------------------------------
Name: F. Xxxxx Xxxxx
Title: Investment Vice President
15
NYLIM Flatiron CLO 2003-1 Ltd.,
By: New York Life Investment Management LLC,
As Collateral Manager and Attorney-In-Fact,
as Lender
By: F. Xxxxx Xxxxx
-------------------------------------------
Name: F. Xxxxx Xxxxx
Title: Vice President
8
OLYMPIC FUNDING TRUST, SERIES 1999-1, as
Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
8
XXXXXXXXXXX SENIOR FLOATING RATE
FUND, as Lender
By: /s/ Xxxx Xxxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
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ORIX FUNDING LLC, as Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
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ORYX CLO, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: XXXXX X. XXXX
Title: DIRECTOR
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PRESIDENT & FELLOWS OF HARVARD
COLLEGE
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx
President
8
as Lender
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Global Investors, LLC
a Delaware limited liability company,
its authorized signatory
By: /s/ [ILLEGIBLE]
-------------------------------------------
Its: /s/ [ILLEGIBLE]
By: /s/ Joelleni Xxxxx, Counsel
-------------------------------------------
Its: JOELLENI XXXXX, COUNSEL
8
REGIMENT CAPITAL, LTD
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxx
President
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RIVIERA FUNDING LLC, as Lender
BY: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED AGENT
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ROSEMONT CLO, Ltd.
By: Deerfield Capital Management, LLC as its
Collateral Manager
By: /s/ Xxxx Xxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
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SEABOARD CLO 2000 LTD.
By: Xxxxx X. Xxxxxx & Company Inc. as Collateral
Manager, as Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx. CFA
Title: Managing Director
8
Saquils - Centurion V. Ltd.
By: American Express Asset Management Group Inc.
As Collateral Manager, as Lender
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director Operations
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SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Managements LLC as its
Collateral Manager
By: /s/ Xxxx Xxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
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SEQUILS-ING I (HBDGM), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: XXXXX X. XXXX
Title: DIRECTOR
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STANWICH LOAN FUNDING LLC, as Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED AGENT
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SUNAMERIES LIFE INSURANCE COMPANY
BY: AIG GLOBAL INVESTMENT CORP.
AS INVESTMENT ADVISOR
, as Lender
By: /s/ W. Xxxxxxx Xxxxxx
---------------------------------------------
Name: W. XXXXXXX XXXXXX
TITLE: VICE PRESIDENT
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Toronto Dominion (New York), Inc, as Lender
By: /s/ Xxxxxx Xxxxx
---------------------------------------------
Name: XXXXXX XXXXX
Title: VICE PRESIDENT
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VENTURE CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR, MJX ASSET
MANAGEMENT, LLC
, as Lender
By: /s/ [ILLEGIBLE]
-----------------------------------------
Name:
Title:
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VENTURE II CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR, MJX ASSET
MANAGEMENT, LLC
, as Lender
By: [ILLEGIBLE]
-------------------------------------
Name:
Title:
8
