EXHIBIT 10.10
SECOND AMENDMENT AND CONSENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT (this "Second Amendment") dated as of July 20, 1998 relates to
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that certain Second Amended and Restated Credit Agreement dated as of December
2, 1997 (as previously amended and as further amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among RSC
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Alabama, Inc., RSC Center, Inc. (formerly known as The Air & Pump Company), RSC
Xxxxx Inc., RSC Industrial Corporation, RSC Rents, Inc. and Xxxxxx Xxxxx
Equipment, Inc. (collectively, the "Borrowers"), RSC Acquisition Corp., RSC
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Holdings, Inc. and Rental Service Corporation (collectively, the "Parent
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Guarantors"), each financial institution identified on Annex I thereto (together
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with its successors and permitted assigns pursuant to Section 12.8 thereof, a
"Lender"), Bankers Trust Company, as Issuing Bank, and BT Commercial
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Corporation, acting as agent for the Lenders and the Issuing Bank (in such
capacity, together with any successor agent appointed pursuant to Section 11.8
thereof, the "Agent").
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1. DEFINITIONS. Capitalized terms used and not otherwise defined
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herein have the meanings assigned to them in the Credit Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT. Upon the "Amendment
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Effective Date" (as defined in Section 5 below), the Credit Agreement is hereby
amended as follows:
2.1 GLOBAL AMENDMENTS TO REFERENCES TO CREDIT PARTIES. Each of
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the following Sections of the Credit Agreement (or subsections thereof or
definitions therein) are hereby amended to delete in their entirety the
references set out opposite such Sections under the heading "Existing
Language" and to substitute in lieu thereof the phrases set out opposite
such Sections under the heading "Amended Language":
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EXISTING AMENDED
SECTION(S) LANGUAGE LANGUAGE
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Section 1.1 (Definitions of EBITA, EBITDA, "Credit Parties" "Credit Parties and
Fiscal Year, Interest Expense, Rental their Subsidiaries"
Equipment Utilization, and Total Indebtedness
Ratio) and Section 8.3(i)
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Section 1.1 (Definition of Mandatory "Credit Parties" "Credit Parties or
Redeemable Obligation) their Subsidiaries"
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EXISTING AMENDED
SECTION(S) LANGUAGE LANGUAGE
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Section 7.1(d), Section 8.7(j), Section 9.1(f) "Credit Party" "Credit Party or any
and Section 9.1(g) of its Subsidiaries"
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Section 7.1(a) and Section 7.1(d) "Credit Parties'" "Credit Parties' and
their Subsidiaries'"
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2.2 GLOBAL AMENDMENTS TO REFERENCES TO SUBSIDIARIES. Each of the
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following Sections of the Credit Agreement (or subsections thereof or
definitions therein) are hereby amended to delete in their entirety the
references to "Subsidiaries" or "Subsidiary" therein and to substitute in lieu
thereof "Domestic Subsidiaries" or "Domestic Subsidiary," respectively: (a)
Section 7.5, (b) Section 7.14, (c) Section 7.15, (d) Section 8.5 (first
reference only), (e) Section 8.10(a), (f) Section 8.11, (g) Section 8.13, (h)
Section 8.14, (i) Section 8.17, (j) Section 8.18, and (k) Section 8.19.
2.3 AMENDMENTS TO SECTION 1.1. Section 1.1 of the Credit
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Agreement is hereby amended as follows:
(a) the following definition of "Canadian Dollars or Cdn $"
is added to Section 1.1 of the Credit Agreement in proper alphabetical
order:
Canadian Dollars or Cdn $ means the lawful money of Canada.
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(b) clause (iii) of the definition of "Change in Control" is
amended and restated in its entirety to read as follows:
(iii) RSC shall cease to be the legal and beneficial
owner, directly or indirectly, of all of the issued and
outstanding capital stock of any other Credit Party or RSC
Canada, except to the extent that (A) the capital stock of a
Borrower, Subsidiary Guarantor or RSC Canada may be sold in a
transaction permitted under this Credit Agreement or (B) a Credit
Party or any of their respective Domestic Subsidiaries is merged
into another Credit Party as permitted or required under this
Credit Agreement; or
(c) the following definition of "Domestic Subsidiary" is
added to Section 1.1 of the Credit Agreement in proper alphabetical
order:
Domestic Subsidiary means any direct or indirect Subsidiary
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of RSC that is organized under the laws of the United States of
America, any state thereof or the District of Columbia.
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(d) the following definition of "RSC Canada" is added to
Section 1.1 of the Credit Agreement in proper alphabetical order:
RSC Canada means Rental Service Corporation of Canada, Ltd.,
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an Alberta corporation and wholly-owned Subsidiary of RSC.
(e) the following definition of "RSC Canada Credit Facility"
is added to Section 1.1 of the Credit Agreement in proper alphabetical
order:
RSC Canada Credit Facility means the secured revolving
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credit facility in a principal amount up to Cdn $45,000,000
provided to RSC Canada and guaranteed by RSC, on substantially
the terms and conditions approved pursuant to the Second
Amendment, as the same may be amended, restated, supplemented,
modified, extended, renewed, refinanced or replaced from time to
time.
(f) the following definition of "RSC Canada Investment
Basket" is added to Section 1.1 of the Credit Agreement in proper
alphabetical order:
RSC Canada Investment Basket means $25,000,000, provided
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that any advance or Investment made or repaid in Canadian Dollars
shall be valued in Dollars at the exchange rate in effect on the
date the advance or Investment is made or repaid, as the case may
be.
(g) the following definition of "Second Amendment" is added
to Section 1.1 of the Credit Agreement in proper alphabetical order:
Second Amendment means the Second Amendment and Consent
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dated as of July 24, 1998 to Second Amended and Restated Credit
Agreement dated as of December 2, 1997, among the Borrowers, the
Parent Guarantors, the Agent and the Lenders.
(h) the following definition of "Second Amendment Effective
Date" is added to Section 1.1 of the Credit Agreement in proper
alphabetical order:
Second Amendment Effective Date means the "Amendment
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Effective Date" under (and as defined in) the Second Amendment.
2.4 AMENDMENT TO SECTION 4.8(C). Section 4.8(c) of the Credit
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Agreement is hereby amended and restated in its entirety to read as follows:
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(c) Mandatory Reductions relating to Asset Sales. Upon
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consummation of any Asset Sale, the Credit Parties shall commit in
writing within 240 days after the consummation of such Asset Sale to
reinvest the Net Cash Proceeds resulting therefrom and/or permanently
reduce the Revolving Credit Commitments or, to the extent such Asset
Sale includes the capital stock or assets of RSC Canada, permanently
reduce the aggregate amount of the revolving loan commitments under
the RSC Canada Credit Facility and shall so reinvest such Net Cash
Proceeds and/or permanently reduce the Revolving Credit Commitments
and/or permanently reduce such revolving loan commitments within 330
days after the consummation of such Asset Sale, as follows: (i) any
Borrower shall reinvest such Net Cash Proceeds in Productive Assets,
(ii) to the extent such Asset Sale includes assets of RSC Canada, RSC
shall cause RSC Canada to reinvest such Net Cash Proceeds in
Productive Assets and/or permanently reduce the aggregate amount of
the revolving loan commitments under the RSC Canada Credit Facility,
(iii) to the extent such Asset Sale includes the capital stock of RSC
Canada, RSC shall cause RSC Canada to permanently reduce the aggregate
amount of the revolving loan commitments under the RSC Canada Credit
Facility and, to the extent of any excess, reinvest, or cause any of
its Subsidiaries to reinvest, such Net Cash Proceeds in Productive
Assets or (iv) unless the Borrowers shall have provided to the Agent
evidence reasonably satisfactory to the Agent of the reinvestment
and/or reductions described in clauses (i), (ii) and (iii) above prior
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to the date which is 330 days after the consummation of such Asset
Sale, the Revolving Credit Commitments shall be automatically and
permanently reduced as of the 330th day after such consummation in an
amount equal to (x) any such Net Cash Proceeds not reinvested pursuant
to clauses (i) or (iii) or (y) the difference between (A) the amount
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of such Net Cash Proceeds minus (B) the sum of the Net Cash Proceeds
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reinvested and commitment reductions made pursuant to clause (ii)
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(and, in each case, the Borrowers shall make any payment required by
Section 4.8(a) after giving effect to such reduction).
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2.5 AMENDMENT TO SECTION 6.10. Section 6.10 of the Credit
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Agreement is hereby amended to delete in their entirety the first and second
sentences therein and to substitute in lieu thereof the following:
The only direct or indirect Domestic Subsidiaries of the Credit
Parties are those listed on Schedule D, Part 6.10. RSC is the record
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and beneficial owner of all of the shares of capital stock of each of
RSC Acquisition, RSC Canada and RSC Holdings.
2.6 AMENDMENT TO SECTION 7.1(A). Section 7.1(a) of the Credit
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Agreement is hereby amended to insert "8.6(i)," immediately following the
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reference to "8.6(d)," therein.
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2.7 AMENDMENT TO SECTION 7.2(C). Section 7.2(c) of the Credit
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Agreement is hereby amended to insert the following immediately before the
last sentence therein:
Notwithstanding the foregoing, no such report shall be required for
any Acquisition for which the Credit Parties have delivered to the
Agent the related acquisition agreement, together with all of its
disclosure schedules.
2.8 AMENDMENT TO SECTION 7.6. Section 7.6 of the Credit
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Agreement is hereby amended to insert the phrase "relating to the property and
liabilities of the Credit Parties and their Domestic Subsidiaries" immediately
following the words "All such policies" in the second sentence therein.
2.9 AMENDMENT TO SECTION 7.10. Section 7.10 of the Credit
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Agreement is hereby amended to insert the phrase ", and to cause each of its
Subsidiaries to maintain, " immediately following the reference to "Credit
Party" therein.
2.10 AMENDMENT TO SECTION 8.3. Section 8.3 of the Credit
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Agreement is hereby amended to delete in its entirety the Maximum Ratio of
"4.5x" set out opposite the June 30, 1998 Quarterly Determination Date in the
table therein and to substitute in lieu thereof a Maximum Ratio of "4.7x".
2.11 AMENDMENTS TO SECTION 8.5. Section 8.5 of the Credit
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Agreement is hereby amended as follows:
(a) to insert "and Section 8.6(i)(B)" immediately after the
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reference to "Section 8.6(g)" in clause (b) thereof;
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(b) to insert the following proviso immediately before the
semi-colon (";") at the end of clause (f) thereof:
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; provided, further, however, that the sum of (A) the aggregate
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unrecovered amount of Investments by the Credit Parties in RSC
Canada and its Subsidiaries, plus (B) the aggregate unpaid
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principal amount of intercompany loans from the Credit Parties to
RSC Canada and its Subsidiaries shall not at any time exceed the
RSC Canada Investment Basket
2.12 AMENDMENTS TO SECTION 8.6. Section 8.6 of the Credit
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Agreement is hereby amended as follows:
(a) to delete in its entirety the word "and" at the end of
clause (g) thereof;
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(b) to delete in its entirety the period (".") at the end of
clause (h) thereof and to substitute in lieu thereof "; and"; and
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(c) to insert the following as new clause (i) thereof:
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(i) Indebtedness of RSC Canada and its Subsidiaries,
provided that (A) the aggregate principal amount of Indebtedness
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under the RSC Canada Credit Facility shall not at any time exceed
Cdn $45,000,000, provided, however, that it shall not be an Event
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of Default if the aggregate principal amount of such
Indebtedness exceeds Cdn $45,000,000 solely as a result of
currency fluctuations and such excess amount is promptly repaid
pursuant to the RSC Canada Credit Facility, (B) in the case of
intercompany loans from any Credit Party or any Domestic
Subsidiary of any Credit Party to RSC Canada or any Subsidiary of
RSC Canada, (I) the aggregate unpaid principal amount of such
intercompany loans shall not at any time exceed the RSC Canada
Investment Basket minus the aggregate unrecovered amount of
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Investments by the Credit Parties in RSC Canada and its
Subsidiaries and (II) all such intercompany loans shall be
evidenced by promissory notes and pledged to the Agent, for the
benefit of the Holders, pursuant to the Security Agreement or the
Subsidiary Security Agreement and (C) notwithstanding clause (A)
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above, the aggregate principal amount of all Indebtedness of RSC
Canada and its Subsidiaries (other than Indebtedness permitted
pursuant to clause (B) above) shall not at any time exceed an
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amount equal to the aggregate "Borrowing Base" (as defined in the
Senior Subordinated Note Indentures as in effect on the Second
Amendment Effective Date) for RSC Canada and its Subsidiaries.
2.13 AMENDMENTS TO SECTION 8.7. Section 8.7 of the Credit
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Agreement is hereby amended as follows:
(a) to delete in its entirety the period (".") at the end of
clause (k) thereof and to substitute in lieu thereof "; and"; and
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(b) to insert the following as new clause (l) thereof:
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(l) Liens on the assets of RSC Canada and its
Subsidiaries securing Indebtedness permitted by Section 8.6(i)
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and Liens on the capital stock of RSC Canada securing RSC's
Contingent Obligations under the RSC Canada Credit Facility
permitted by Section 8.8(iv).
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2.14 AMENDMENT TO SECTION 8.8. Section 8.8 of the Credit
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Agreement is hereby amended to insert the following immediately before the
period (".") at the end thereof: "and (iv) a guaranty by RSC of RSC Canada's
obligations under the RSC Canada
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Credit Facility (to the extent permitted by Section 8.6(i)) which guaranty may
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be secured solely by the capital stock of RSC Canada".
2.15 AMENDMENTS TO SECTION 8.9. Section 8.9 of the Credit
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Agreement is hereby amended as follows:
(a) to amend and restate in its entirety clause (iv) thereof
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to read as follows:
(iv) transfers of property (A) from any Credit Party or any
Subsidiary of any Credit Party to any Borrower, provided that all
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property transferred by a Credit Party remains subject to the
perfected, first priority Lien of the Agent, for the benefit of
the Holders, (B) from any Credit Party to RSC Canada and its
Subsidiaries which are permitted by Section 8.5(f) (if in the
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form of an Investment) or otherwise comply with the first
sentence of Section 8.16 and (C) owned by RSC Canada and its
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Subsidiaries, to the extent such transfer, and the application of
the proceeds thereof, do not result in a Default or an Event of
Default;
(b) to insert the phrase "from the Subsidiary Guarantors to
the Borrowers," immediately before the phrase "from the Borrowers to
the Parent Guarantors" in clause (v) thereof; and
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(c) to amend and restate in its entirety the second proviso
to clause (vi) thereof to read as follows:
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provided, further, that, with respect to any disposition of the
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capital stock of any Borrower, any Subsidiary Guarantor or RSC
Canada permitted by this Section 8.9, (x) any such disposition
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shall be for 100% of the issued and outstanding capital stock of
such Borrower, such Subsidiary Guarantor or RSC Canada and (y)
all Obligations of such Borrower or such Subsidiary Guarantor
shall be Paid In Full and all intercompany obligations of such
Borrower, such Subsidiary Guarantor or RSC Canada shall be paid
in full, prior to, or concurrently with (subject to such
arrangements as the Agent may reasonably request to insure that
the proceeds of such disposition are so used), the consummation
of such disposition.
2.16 AMENDMENTS TO SECTION 8.10(a). Section 8.10(a) of the
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Credit Agreement is hereby amended as follows:
(a) to delete in its entirety the period (".") at the end of
clause (iv) thereof and to substitute in lieu thereof "; and"; and
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(b) to insert the following as new clause (v) thereof:
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(v) the Borrowers may declare and pay cash to RSC
Acquisition and RSC Holdings, and RSC Acquisition and RSC
Holdings may declare and pay to RSC, cash (provided that to
the extent the payment is a loan, the loan is permitted by
Section 8.6(g) and any promissory notes evidencing such loan
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are delivered to the Agent, for the benefit of the Holders,
pursuant to the Security Agreement) to the extent necessary
to enable RSC to make Investments in, or intercompany loans
to, RSC Canada, to the extent permitted by Section 8.5(f)
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and 8.6(i)(B).
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2.17 AMENDMENT TO SECTION 8.15. Section 8.15 of the Credit
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Agreement is hereby amended to insert the following immediately before the
period (".") at the end thereof: "and except for transactions involving assets
owned by RSC Canada, to the extent such transaction, and the application of the
proceeds thereof, do not result in a Default or an Event of Default".
2.18 AMENDMENT TO SECTION 8.16. Section 8.16 of the Credit
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Agreement is hereby amended to insert "8.6(i), 8.8," immediately following
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the reference to "8.6(g)," therein.
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2.19 AMENDMENT TO SECTION 8.20. Section 8.20 of the Credit
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Agreement is hereby amended to amend and restate in its entirety the text
between the heading and clause (i) thereof to read as follows:
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None of the Credit Parties shall, directly or indirectly, form or
acquire any Subsidiaries, except that (a) RSC may form RSC Canada, and
RSC Canada may form and acquire Subsidiaries which formation or
acquisition does not result in a Default or an Event of Default and
(b) RSC Acquisition and RSC Holdings may form, and the Borrowers may
form or acquire Subsidiaries, provided that, except with respect to
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the transactions described in clause (a) and the Approved Acquisitions
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and the Subsidiaries acquired in connection therewith:
2.20 AMENDMENT TO SECTION 9.1(b). Section 9.1(b) of the Credit
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Agreement is hereby amended to insert "applicable to such Person" immediately
following the reference to"covenant" therein.
2.21 AMENDMENT TO SECTION 9.1(m). Section 9.1(m) of the Credit
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Agreement is hereby amended and restated in its entirety to read as follows:
(m) RSC Subsidiaries. RSC shall, directly or indirectly,
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form or acquire any Subsidiary other than (i) RSC Acquisition, (ii)
RSC Holdings, (iii) RSC Canada, (iv) the Borrowers and Subsidiary
Guarantors in existence on the Effective Date and (v) Subsidiaries of
RSC Acquisition, RSC Holdings, RSC
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Canada or any Borrower permitted to be formed or acquired after the
Effective Date in accordance with Section 8.20.
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2.22 AMENDMENT TO ANNEX I. Annex I to the Credit Agreement is
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hereby deleted in its entirety and new Annex I, attached hereto as Exhibit I,
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is substituted in lieu thereof.
2.23 AMENDMENT TO EXHIBIT Q. Exhibit Q to the Credit Agreement
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Exhibit Q, attached hereto as Exhibit II, is substituted in lieu thereof.
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3. CONSENT. As of the Amendment Effective Date, the Lenders hereby
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consent to (a) the formation by RSC of RSC Canada and RSC's Investment in RSC
Canada to the extent that, after giving effect to this Second Amendment, such
Investment is permitted by the Credit Agreement, provided that 66% of the
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capital stock of RSC Canada is pledged by RSC to the Agent, for the benefit of
the Holders, pursuant to a pledge agreement in form and substance mutually
satisfactory to the Agent and RSC, which pledge shall be junior in priority to
the pledge of such capital stock securing RSC's guaranty under the RSC Canada
Credit Facility (the "RSC Canada Junior Pledge Agreement"), and (b) the
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revolving credit facility to RSC Canada in an aggregate principal amount not to
exceed Cdn $45,000,000 and RSC's guaranty thereof, provided that (i) the RSC's
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guaranty may be secured solely by the capital stock of RSC Canada, (ii) no other
property of the Credit Parties secures any obligations of RSC Canada or RSC
thereunder and (iii) all of the other material terms and conditions of the RSC
Canada Credit Facility and RSC's guaranty thereof shall be as set forth on
Exhibit III attached hereto and made a part hereof.
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4. REPRESENTATIONS AND WARRANTIES. Each of the Credit Parties
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hereby represents and warrants to each Lender, the Issuing Bank and the Agent
that, as of the Amendment Effective Date (after giving effect to this Second
Amendment and the consummation of the transactions evidenced by the RSC Canada
Credit Facility):
(a) Each of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct on and as of
such dates, as if then made, other than representations and warranties that
relate solely to an earlier date;
(b) No Default or Event of Default shall have occurred and is
continuing;
(c) No change, occurrence, event or development or event involving a
prospective change that is reasonably likely to have a Material Adverse
Effect shall have occurred and be continuing; and
(d) No Change of Control has occurred.
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5. AMENDMENT EFFECTIVE DATE. This Second Amendment shall become
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effective as of the date on or before August 31, 1998 (the "Amendment Effective
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Date") when each of the following conditions shall have been satisfied:
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(a) the Agent shall have received each of the following documents, in
each case in form and substance reasonably satisfactory to the Agent:
(i) counterparts hereof executed by each Borrower, each Parent
Guarantor, the Agent, the Majority Revolving Credit Lenders and the
Majority Term Loan Lenders;
(ii) a fully executed copy of the RSC Canada Junior Pledge
Agreement, together with any lien subordination agreement required by
the agent under the RSC Canada Credit Facility;
(iii) a certificate of the chief executive officer or a
Financial Officer of each Credit Party executed and delivered on
behalf of such Credit Party certifying that all conditions precedent
to the effectiveness of this Second Amendment (other than conditions
within the control of the Agent and the Lenders) have been met (or,
concurrently with the Amendment Effective Date, will be met), all
representations and warranties made in this Second Amendment are true
and correct and (after giving effect to this Second Amendment) no
Default or Event of Default has occurred and is continuing;
(iv) certified copies of the material agreements evidencing the
RSC Canada Credit Facility;
(v) an opinion of Xxxxxx & Xxxxxxx, special counsel to RSC and
RSC Canada, that the execution, delivery and performance of the RSC
Canada Credit Facility by RSC and RSC Canada do not violate the Senior
Subordinated Note Indenture and such other matters as the Agent may
reasonably request;
(vi) an opinion of Xxxxxxx Xxxxx Verchere, special Canadian
counsel to RSC and RSC Canada, with respect to the RSC Canada Junior
Pledge Agreement and such other matters as the Agent may reasonably
request; and
(vii) such additional documentation as the Agent may reasonably
request.
(b) All Fees, and all Expenses as to which the Credit Parties have
received an invoice, in each case which are payable on or before the
Amendment Effective Date shall have been paid.
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6. MISCELLANEOUS. This Second Amendment is a Credit Document. The
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headings herein are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof. Except to the extent specifically amended
or modified hereby for the periods specified herein, the provisions of the
Credit Agreement shall not be amended, modified, impaired or otherwise affected
hereby and the Credit Agreement and all of the Obligations are hereby confirmed
in full force and effect. The execution, delivery and effectiveness of this
Second Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Agent, any Lender or the Issuing
Bank under any of the Credit Documents, nor constitute a waiver of any provision
of any of the Credit Documents.
7. COUNTERPARTS. This Second Amendment may be executed in any
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number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.
8. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
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THIS SECOND AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS
SECOND AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL
BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS
OTHER THAN THOSE CONTAINED IN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401)
AND DECISIONS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the Agent, the Lenders, the Borrowers and the
Parent Guarantors have caused this Second Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above
written.
BORROWERS: RSC ALABAMA, INC.
--------- RSC CENTER, INC.
RSC XXXXX INC.
RSC INDUSTRIAL CORPORATION
RSC RENTS, INC.
XXXXXX XXXXX EQUIPMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Name: Xxxxxx X. Xxxxxx
____________________________________
Title: Senior Vice President
___________________________________
(for each of the above listed Borrowers)
PARENT GUARANTORS: RSC ACQUISITION CORP.
----------------- RSC HOLDINGS, INC.
RENTAL SERVICE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Name: Xxxxxx X. Xxxxxx
______________________________________
Title: Senior Vice President
___________________________________
(for each of the above listed Parent
Guarantors)
AGENT: BT COMMERCIAL CORPORATION,
----- as Agent and as a Revolving Credit Lender
By: /s/ Xxxxxxx Xxxxxxxx
______________________________________
Name: Xxxxxxx Xxxxxxxx
____________________________________
Title: Associate
___________________________________
REVOLVING CREDIT LENDERS: BANKBOSTON, N.A.
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By:______________________________________
Name:____________________________________
Title:___________________________________
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THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxx
_____________________________________
Name: Xxxx Xxxxx
___________________________________
Title: Senior Relationship Manager
__________________________________
BANK ONE, ARIZONA, NA
By: _____________________________________
Name:____________________________________
Title: __________________________________
BANQUE PARIBAS
By: _____________________________________
Name:____________________________________
Title: __________________________________
By: _____________________________________
Name:____________________________________
Title: __________________________________
BAY VIEW BANK
By: /s/ Xxxx Xxxxxxxxx
______________________________________
Name: Xxxx Xxxxxxxxx
____________________________________
Title: Vice President
___________________________________
BAY VIEW FINANCIAL CORPORATION
By: /s/ Xxxxxx Xxxxx
______________________________________
Name: Xxxxxx Xxxxx
____________________________________
Title: Assistant Vice President
___________________________________
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BNY FINANCIAL CORPORATION
By: _____________________________________
Name:____________________________________
Title: __________________________________
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx Xxxxx
______________________________________
Name: Xxxxxxx Xxxxx
____________________________________
Title: Assistant Vice President
___________________________________
COMERICA BANK
By: /s/ Xxxx X. Xxxxxxx
______________________________________
Name: Xxxx X. Xxxxxxx
____________________________________
Title: Account Officer
___________________________________
CONGRESS FINANCIAL CORPORATION (WESTERN)
By: _____________________________________
Name:____________________________________
Title: __________________________________
FIRST UNION NATIONAL BANK
(formerly known as Corestates Bank, N.A.)
By: /s/ Xxxxxxx Xxxxxxx
______________________________________
Name: Xxxxxxx Xxxxxxx
____________________________________
Title: Vice President
___________________________________
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxxx X. XxxXxxxxx
______________________________________
Name: Xxxxxxx X. XxxXxxxxx
____________________________________
Title: Vice President
___________________________________
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FLEET CAPITAL CORPORATION
By: _____________________________________
Name:____________________________________
Title: __________________________________
IBJ XXXXXXXX BUSINESS CREDIT CORPORATION
By: _____________________________________
Name:____________________________________
Title: __________________________________
ISRAEL DISCOUNT BANK
By: _____________________________________
Name:____________________________________
Title: __________________________________
KEY CORPORATE CAPITAL INC.
By: _____________________________________
Name:____________________________________
Title: __________________________________
LASALLE NATIONAL BANK, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
______________________________________
Name: Xxxxxxxxxxx X. Xxxxxxxx
____________________________________
Title: Senior Vice President
___________________________________
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By: _____________________________________
Name:____________________________________
Title: __________________________________
-S-4-
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxx
______________________________________
Name: Xxxxxx X. Xxxxx
____________________________________
Title: Vice President
___________________________________
NATIONAL BANK OF CANADA
By: /s/ R.A. McKarroll
______________________________________
Name: R.A. McKarroll
____________________________________
Title: Vice President
___________________________________
By: /s/ Xxxx Xxxxx
______________________________________
Name: Xxxx Xxxxx
____________________________________
Title: Vice President
___________________________________
NATIONSBANK OF TEXAS, N.A.
By: _____________________________________
Name:____________________________________
Title: __________________________________
SANWA BANK CALIFORNIA
By: /s/ Xxxx X. Price
______________________________________
Name: Xxxx X. Price
____________________________________
Title: Vice President
___________________________________
SUMITOMO BANK OF CALIFORNIA
By: /s/ Xxx X. Xxxxxxx
______________________________________
Name: Xxx X. Xxxxxxx
____________________________________
Title: Vice President
___________________________________
-S-5-
SUMMIT COMMERCIAL/GIBRALTAR CORP.
(formerly known as Gibraltar Corporation of
America)
By: /s/ Xxxxxx Xxxxxxxx
______________________________________
Name: Xxxxxx Xxxxxxxx
____________________________________
Title: Executive Vice President
___________________________________
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxx Xxxxx
______________________________________
Name: Xxxx Xxxxx
____________________________________
Title: Assistant Vice President
___________________________________
U.S. BANK NATIONAL ASSOCIATION (formerly known as
Colorado National Bank)
By: /s/ Xxxxx Xxxxxx
_____________________________________
Name: Xxxxx Xxxxxx
____________________________________
Title: Vice President
__________________________________
TERM LOAN LENDERS: ARES LEVERAGED INVESTMENT
----------------- FUND L.P.
By: Ares Management, L.P.
Its general partner
By: Ares Operating Member LLC,
Its general partner
By: /s/ Xxxxx X. Xxxxx
______________________________________
Name: Xxxxx X. Xxxxx
____________________________________
Title: Vice President
___________________________________
BANKERS TRUST COMPANY
By: /s/ Xxxxxxxxx Xxxxxx-Xxxxxxxxxx
______________________________________
Name: Xxxxxxxxx Xxxxxx-Xxxxxxxxxx
____________________________________
Title: Vice President
___________________________________
-S-6-
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.,
as Attorney-in-Fact and on behalf of First All
American Financial Life Insurance Company
By: _____________________________________
Name:____________________________________
Title: __________________________________
CYPRESSTREE INVESTMENT PARTNERS I, LIMITED
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: _____________________________________
Name:____________________________________
Title: __________________________________
FIRST DOMINION FUNDING I
By: /s/ Xxxxxx Xxxxxx
______________________________________
Name: Xxxxxx Xxxxxx
____________________________________
Title: Vice President
___________________________________
KZH-ING-2 CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
______________________________________
Name: Xxxxxxxx Xxxxxx
____________________________________
Title: Authorized Agent
___________________________________
XXX CAPITAL FUNDING LP
By: Highland Capital Management, L.P., as
Collateral Manager
By: /s/ Xxxxx Dondem
______________________________________
Name: Xxxxx Dondem
____________________________________
Title: President
___________________________________
-S-7-
PARIBAS CAPITAL FUNDING LLC
By: /s/ Xxxxxxx X. Xxxxx
______________________________________
Name: Xxxxxxx X. Xxxxx
____________________________________
Title: Director
___________________________________
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By: _____________________________________
Name:____________________________________
Title: __________________________________
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd.,
as General Partner
By: _____________________________________
Name:____________________________________
Title: __________________________________
By: TCW Investment Management Company,
as Investment Adviser
By: _____________________________________
Name:____________________________________
Title: __________________________________
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxx Xxxxxx
______________________________________
Name: Xxxxx Xxxxxx
____________________________________
Title: Vice President
___________________________________
-S-8-
