EXHIBIT 99
FIRST AMENDMENT
TO AMENDED AND RESTATED REVOLVING CREDIT,
TERM LOAN AND GUARANTY AGREEMENT
FIRST AMENDMENT, dated as of March 9, 2007 (the "Amendment"), to the
AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated
as of January 23, 2007, among X.X. TOWER CORPORATION, a Michigan corporation
(the "Borrower"), a debtor and debtor-in-possession in a case pending under
Chapter 11 of the Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware
corporation and the parent company of the Borrower (the "Parent"), and the
subsidiaries of the Borrower signatory hereto (together with the Parent, each a
"Guarantor" and collectively the "Guarantors"), each of which Guarantors is a
debtor and debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking association
("JPMCB"), each of the other financial institutions from time to time party
hereto (together with JPMCB, the "Lenders") and JPMORGAN CHASE BANK, N.A., as
administrative agent (in such capacity, the "Agent") for the Lenders.
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are
parties to that certain Amended and Restated Revolving Credit, Term Loan and
Guaranty Agreement, dated as of January 23, 2007 (as the same may be waived,
amended, restated, modified or supplemented from time to time, the "Credit
Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that, subject to
the occurrence of the Effective Date (as hereinafter defined) of this Amendment,
the Agent and the Lenders agree to an amendment of Section 5.01(a) of the Credit
Agreement so as to permit the delivery of the financial statements referred to
therein on or before June 29, 2007 rather than on or before March 31,2007.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit Agreement
(in effect immediately prior to the Effective Date of this Amendment) shall have
the same meanings herein.
2. Section 5.01(a) of the Credit Agreement is hereby amended by
inserting the following parenthetical clause immediately after the words "end of
each fiscal year" appearing in the first line thereof:
"(or, in the case of the fiscal year ended December 31, 2006, on or
before June 29, 2007)"
3. This Amendment and the amendment of the Credit Agreement set forth
herein shall become effective on the date (the "Effective Date") on which this
Amendment shall have been executed by the Borrower, the Guarantors and the
Required Lenders, and the Agent shall have received evidence reasonably
satisfactory to it of such execution.
4. Except to the extent hereby waived and amended, the Credit
Agreement and each of the Loan Documents remain in full force and effect and are
hereby ratified and affirmed.
5. The Borrower agrees that its obligations set forth in Section 10.05
of the Credit Agreement shall extend to the preparation, execution and delivery
of this Amendment, including the reasonable fees and disbursements of counsel to
the Agent.
6. This Amendment shall be limited precisely as written and shall not
be deemed (a) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or (b) to prejudice any right or
rights which the Agent or the Lenders may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
7. This Amendment may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which shall be an
original and all of which, when taken together, shall constitute but one and the
same instrument. A facsimile or .pdf copy of a counterpart signature page shall
serve as the functional equivalent of a manually executed copy for all purposes.
8. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and the year first written.
BORROWER:
X.X. TOWER CORPORATION
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title:
---------------------------------
GUARANTORS:
Algoods, USA, Inc.
Tower Automotive, Inc.
Tower Automotive Bardstown, Inc.
Tower Automotive Bowling Green, LLC
Tower Automotive Chicago, LLC
Tower Automotive Finance, Inc.
Tower Automotive Granite City, LLC
Tower Automotive Granite City Services,
LLC
Tower Automotive International Holdings,
Inc.
Tower Automotive International Yorozu
Holdings, Inc.
Tower Automotive International, Inc.
Tower Automotive Lansing, LLC
Tower Automotive Michigan, LLC
Tower Automotive Milwaukee, LLC
Tower Automotive Plymouth, Inc.
Tower Automotive Products Company, Inc.
Tower Automotive Receivables Company,
Inc.
Tower Automotive Services and
Technology, LLC
Tower Automotive Technology, Inc.
Tower Automotive Technology Products,
Inc.
Tower Automotive Tool, LLC
Tower Services, Inc.
Trylon Corporation
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title:
---------------------------------
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
AGENT AND LENDERS:
JPMORGAN CHASE BANK, N.A.
INDIVIDUALLY AND AS AGENT
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Ameriprise Certificate Company
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Atlas Loan Funding (CENT I) LLC
By: RiverSource Investments, LLC
Attorney in Fact
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
AVENUE CLO FUND, LIMITED
AVENUE CLO II, LIMITED
By: /s/ XXXXXXX X XXXXXXX
------------------------------------
Name: XXXXXXX X XXXXXXX
Title: SENIOR PORTFOLIO MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for XXXXX POINT CLO, LTD.,
as Term Lender
By: /S/ Xxxx X. Halfengar
------------------------------------
Name: Xxxx X. Halfengar
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Bayerische Landesbank
By: /S/ Xxxxxxxx Flordaiisl
------------------------------------
Name: Xxxxxxxx Flordaiisl, CFA
Title: Vice President
/S/ XXXXXX X. XXXXXXX
----------------------------------------
XXXXXX X. XXXXXXX
Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
BLACK DIAMOND CLO 2005-1 LTD.
BY: BLACK DIAMOND CLO 2005-1 ADVISER,
L.L.C., AS ITS COLLATERAL MANAGER
By: /S/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Principal
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Xxxxx Funding
By: /s/ XXXX XXXXX
------------------------------------
Name: XXXX XXXXX
Title: AUTHORIZED SIGNATORY
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CASPIAN CAPITAL PARTNERS, L.P.
By: Mariner Investment Group,
as Investment Advisor
/s/ Xxxxxxx X. Xxxx XX
----------------------------------------
Xxxxxxx X. Xxxx XX
President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I-
INGOTS, Ltd., as Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II-
INGOTS, Ltd., as Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited as Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO 10, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2004, Ltd.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2005, Ltd.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2006, Ltd.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale Strategic CLO-I, Ltd.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO 12 Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO 14 Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO XI, Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centaurus Loan Trust
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO II, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO III, Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO VI, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO VII, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO 8, Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO 9, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Chatham Light II CLO, Limited, by
Sankaty Advisors, LLC as Collateral
Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Chatham Light III CLO, Ltd.
By: Sankaty Advisors, LLC
as Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
THE CIT GROUP / BUSINESS CREDIT, INC.
By: /s/ Xxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CITIBANK, N.A.,
By: /s/ XXXXXXXXX X. XXXXXXX
------------------------------------
Name: XXXXXXXXX X. XXXXXXX
Title: Attorney - In - Fact
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2003 Ltd.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS COLLATERAL MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CYPRESSTREE CALIF FUNDING LLC
By: /s/ X. XXXXXXXXX XXXXXX
------------------------------------
Name: X. XXXXXXXXX XXXXXX
Title: VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Dinosaur SPIRET Loan Trust
By: Wilmington Trust Company not in its
individual capacity but solely as
trustee
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Financial Services Officer
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX XXXXX CDO III, LTD.
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Xxxxx Xxxxx CDO VIII, Ltd.
By: Xxxxx Xxxxx Management as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Xxxxx Xxxxx CDO IX, Ltd.
By: Xxxxx Xxxxx Management as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Xxxxx Xxxxx Credit Opportunities Fund
By: Xxxxx Xxxxx Management As Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX XXXXX FLOATING-RATE INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX XXXXX LIMITED DURATION INCOME FUND
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX XXXXX SENIOR FLOATING-RATE TRUST
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX XXXXX SHORT DURATION DIVERSIFIED
INCOME FUND
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Xxxxx Xxxxx Variable Leverage Fund Ltd.
By: Xxxxx Xxxxx Management As Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Evergreen CBNA Loan Funding LLC
By: /s/ Xxxxx XxxXxxxxxxxxx
------------------------------------
Name: Xxxxx XxxXxxxxxxxxx
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
FALL CREEK CLO, LTD.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Xxxxxx
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Duly Authorized Xxxxxx
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Xxxxxxx Xxxxx Credit Partners, L.P.
By: /S/ Xxxx Xxxxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxxx Xxxxx
Title: Authorized Signatory
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
THE GOVERNOR AND COMPANY OF
THE BANK OF THE LAND
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: VICE PRESIDENT
/s/ Illegible
----------------------------------------
DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Grand Central Asset Trust, CYP Series
By: /s/ Xxxxx XxxXxxxxxxxxx
------------------------------------
Name: Xxxxx XxxXxxxxxxxxx
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Grand Central Asset Trust, PFV Series
By: /s/ Xxxxx XxxXxxxxxxxxx
------------------------------------
Name: Xxxxx XxxXxxxxxxxxx
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXXXX & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
HARBOUR TOWN FUNDING LLC
By: /s/ X. XXXXXXXXX XXXXXX
------------------------------------
Name: X. XXXXXXXXX XXXXXX
Title: VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXXX'X ISLAND CDO, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager.
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
2
XXXXXX'X ISLAND CLO II, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ XXXXXXX X. XXXXXX, XX.
------------------------------------
Name: XXXXXXX X. XXXXXX, XX.
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
3
XXXXXX'X ISLAND CLO III, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ XXXXXXX X. XXXXXX, XX.
------------------------------------
Name: XXXXXXX X. XXXXXX, XX.
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
4
XXXXXX'X ISLAND CLO IV, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: XXXXXX X. XXXXXX
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
5
\
XXXXXX'X ISLAND CLO V, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: XXXXXX X. XXXXXX
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
6
XXXXXX'X ISLAND CLO VI, LTD.
By: Cypress Tree Investment Management
Company, Inc., As Portfolio Manager
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: XXXXXX X. XXXXXX
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
7
ING Capital LLC
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
Signature Page to Firm Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING Investment Management CLO I, Ltd.
By: ING Investment Management Co.
as its investment manager
/s/ Illegible
----------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING Investment Management CLO II, LTD.
BY: ING Alternative Asset Management
LLC, as its investment manager
/s/ Illegible
----------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING Investment Management CLO III, LTD.
BY: ING Alternative Asset Management
LLC, as its investment manager
/s/ Illegible
----------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING PRIME RATE TRUST
By: ING Investment Management Co.
as Its Investment Manager
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING SENIOR INCOME FUND
By: ING Investment Management Co.
as Its Investment manager
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Investors Bank & Trust Company as
Sub-Custodian Agent of Cypress Tree
International Loan Holding Company
Limited
INVESTORS BANK & TRUST COMPANY AS
SUB-CUSTODIAN AGENT OF CYPRESSTREE
INTERNATIONAL LOAN HOLDING COMPANY
LIMITED
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
JUPITER LOAN FUNDING LLC
By: /s/ X. XXXXXXXXX XXXXXX
------------------------------------
Name: X. XXXXXXXXX XXXXXX
Title: VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
LANDMARK V CDO Limited
By: Aladdin Capital Management LLC as
Manager
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorised Signatory
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC, As
Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
LONG LANE MASTER TRUST IV
By: /s/ X. XXXXXXXXX XXXXXX
------------------------------------
Name: X. XXXXXXXXX XXXXXX
Title: AUTHORIZED SIGNATORY
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
MARINER LDC
By: Mariner Investment Group, as
Investment Advisor
/s/ Xxxxxxx X. Xxxx XX
----------------------------------------
Xxxxxxx X. Xxxx XX
President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXXXX XXXXX CAPITAL, A DIVISION OF
XXXXXXX XXXXX BUSINESS FINANCIAL
SERVICES INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Nationwide Life Insurance Company
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
(Illegible)
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Nationwide Mutual Insurance Company
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
(Illegible)
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
NATIXIS
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Managing Director
/s/ Xxxxxx Xxxxx
----------------------------------------
Xxxxxx Xxxxx
Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
NCRAM Loan Trust
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT ADVISER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
NCRAM Senior Loan Trust 2005
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT ADVISER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Nomura Bond & Loan Fund
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
By: Illegible UFJ Trust & Banking
Corporation as Trustee
By: Namura Corporate Research & Asset
Management Inc. Attorney In Fact
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
PB Capital Corporation
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: XXXXX X. XXXXXXX
Title: VICE PRESIDENT
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Name: XXXXXX X. XXXXXXX
Title: ASSISTANT VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I, LLC
as Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited as
Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO, Limited
as Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Race Point IV CLO, Ltd
By: Sankaty Advisors, LLC as Collateral
Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
RiverSource Bond Series, Inc.
RiverSource Floating Rate Fund
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
RiverSource Life Insurance Company
By: RiverSource Investments, LLC as
Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IDS LIFE INSURANCE COMPANY
Adopted in accordance with the provisions of Section 300.45
of the Minnesota General Corporation Laws.
We, Xxxxxxx X. Xxxxxxxx, President, and Xxxxxx X. Xxxxx, Secretary, of IDS
Life Insurance Company, a corporation existing under the laws of the State of
Minnesota, do hereby certify over the seal of said Corporation that the
following resolution amending the Certificate of Incorporation of said
Corporation was duly adopted by the sole stockholder of said Corporation by an
action in writing, signed in the City of Minneapolis, County of Hennepin, on
April 15, 2006:
RESOLVED, that Ameriprise Financial, Inc., the sole shareholder of
IDS Life Insurance Company, consents to the amendment of the Certificate of
Incorporation of IDS Life Insurance Company by striking Article I of the
Certificate of Incorporation of IDS Life Insurance Company in its entirety,
and replacing it with a new Article I to read as follows:
ARTICLE I
The name of this Corporation shall be RiverSource Life Insurance
Company.
FURTHER RESOLVED, that the amendment of the Certificate of
Incorporation of IDS Life Insurance Company shall become effective at 11:59
P.M., Central Time, on the 31st day of December, 2006.
IN WITNESS WHEREOF, we have executed this Certificate and caused the seal
of the Corporation to be hereunto affixed this 15th day of April, 2006, the
amendment stated herein to be effective at 11:59 P.M., Central Time, on the 31st
day of December, 2006.
IDS LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx, President
ATTEST:
/s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx, Secretary
Page 1 of 2
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and state
aforesaid, do hereby certify that on this 15th day of April, 2006, personally
appeared before me Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, who, being by me
first duly sworn, declared that they are the President and Secretary,
respectively, of IDS Life Insurance Company, that they signed the foregoing
document as President and Secretary, respectively, of said Company, and that the
statements therein contained are true.
/s/ Xxxx X. Xxxxxx
----------------------------------------
Notary Public
My Commission Expires:
Jan 31, 2010 (STAMP)
DEPARTMENT OF COMMERCE APPROVAL
The foregoing Certificate of Amendment of the Certificate of Incorporation
is hereby approved this 22 day of June, 2006.
(STAMP) /s/ Xxxxx X. Xxxxxx
----------------------------------------
Signature
Name: Xxxxx X. Xxxxxx
Title: Deputy Commissioner
(STAMP)
Page 2 of 2
Sankaty Credit Opportunities, II, L.P.
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty High Yield Partners II, L.P.
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
SKY CBNA Loan Funding
By: /s/ (Illegible)
------------------------------------
Name: (Illegible)
Title: Attorney in (Illegible)
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
TIGER FUNDING
By: /s/ XXXX XXXXX
------------------------------------
Name: XXXX XXXXX
Title: AUTHORIZED SIGNATORY
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
TRS IO LLC
By: Deutsche Bank AG, New York Branch,
its sole Member
By: DB Services New Jersey, Inc.
By: /s/ Xxxxxxx X'Xxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
TRS SVCO LLC
By: DEUTSCHE BANK AG, NEW YORK BRANCH,
ITS SOLE MEMBER
By: DB SERVICES NEW JERSEY, INC.
By: /s/ Xxxxxxx X'Xxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
UBS AG, Stamford Branch
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Associate Director Banking
Products Services, US
By: /s/ Xxxx Xxxxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Associate Director Banking
Products Services, US
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
VENTURE CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: XXXXXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Venture II CDO 2002, Limited
By its investment advisor,
MJX Asset Management LLC
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: XXXXXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
VENTURE III CDO LIMITED
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: XXXXXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
VENTURE IV CDO LIMITED
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: XXXXXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Vista Leveraged Income Fund
By its investment advisor,
MJX Asset Management LLC
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: XXXXXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit Term loan and Guaranty Agreement
WACHOVIA CAPITAL FINANCE CORPORATION
(CENTRAL)
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice-President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
XXXXX FARGO FOOTHILL, LLC
By: /s/ Xxxxxxx XxXxxxxxx
------------------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
