EXECUTION VERSION
EFFECTIVENESS AGREEMENT dated as of September 16, 1997
(this "Effectiveness Agreement"), among JACOR
COMMUNICATIONS COMPANY, a Florida corporation (the
"Company"), the lenders listed on Schedule 1 hereto as
Departing Lenders (the "Departing Lenders"), Continuing
Lenders (the "Continuing Lenders") and Additional Lenders
(the "Additional Lenders", and collectively with the
Departing Lenders and the Continuing Lenders, the
"Lenders"), the Co-Agents signatory hereto and the Lead
Managers signatory hereto, and THE CHASE MANHATTAN BANK, as
Administrative Agent, BANQUE PARIBAS, as Documentation
Agent, and BANK OF AMERICA ILLINOIS, as Syndication Agent,
in each case under the Credit Agreement (the "Credit
Agreement") dated as of June 12, 1996 as Amended and
Restated as of February 14, 1997, among the Company, the
Lenders, the Administrative Agent, the Documentation Agent
and the Syndication Agent, as amended.
WHEREAS the Company has requested, and the Lenders, the Issuing Banks
and the Agents have agreed, upon the terms and subject to the conditions set
forth herein, that the Credit Agreement be amended and restated as provided
herein effective upon satisfaction of the conditions set forth in Section 7
below;
NOW, THEREFORE, the Company, each of the Lenders, each of the Issuing
Banks, the Administrative Agent, the Documentation Agent and the Syndication
Agent hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the form of amended and
restated Credit Agreement attached as Exhibit A hereto (the "Restated Credit
Agreement").
SECTION 2. EFFECTIVENESS DATE. (a) The transactions provided for in
Sections 3, 4, 5 and 6 hereof shall be consummated at a closing (the "Closing")
to be held on the Effectiveness Date (as hereinafter defined) at the offices of
Cravath, Swaine & Xxxxx, or at such other time and place as the parties shall
agree.
(b) The "Effectiveness Date" shall be specified by the Company and
shall be a date not later than September 30, 1997, as of which all the
conditions set forth or referred to in Section 7 hereof shall have been
satisfied. The Company shall give not less than one Business Day's written
notice proposing a date as the Effectiveness Date to the Administrative Agent,
which shall send copies of such notice to the Lenders. This Effectiveness
Agreement shall terminate at 5:00 p.m. (New York time) on September 30, 1997, if
the Effectiveness Date shall not have occurred at or prior to such time.
SECTION 3. AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT. The
Credit Agreement (including all Exhibits and Schedules thereto) is hereby
amended and restated, effective as of the Effectiveness Date (subject to the
satisfaction of the conditions set forth in Section 7 below), to read in its
entirety as set forth in Exhibit A hereto, and the form of Parent Guaranty
attached as Exhibit J-2 to the Credit Agreement is hereby amended and restated,
effective as of the Effectiveness Date (subject to the conditions set forth in
Section 7 below), to read in its entirety as set forth in Exhibit B hereto.
Each Exhibit referred to in the Restated Credit Agreement, other than the form
of Parent Guaranty, shall remain unchanged. As used in the Credit Agreement,
the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto",
"hereof" and words of similar import shall, unless the context otherwise
requires, mean the Credit Agreement as amended and restated pursuant to this
Effectiveness Agreement. As used in the Loan Documents, the term "Credit
Agreement" shall, unless the context otherwise requires, mean the Credit
Agreement as amended and restated pursuant to this Effectiveness Agreement.
SECTION 4. DELIVERY OF NOTES. On or prior to the Effectiveness Date,
the Lenders shall deliver to the Administrative Agent, for delivery to and
cancelation by the Company, all notes issued by the Company under the Credit
Agreement and then held by them (collectively, the "Notes"). Each Lender that
fails so to deliver any of its Notes hereby agrees to indemnify the Company for
any loss resulting from such failure. Upon the effectiveness of the Restated
Credit Agreement, the Administrative Agent shall release and deliver the Notes
to the Company for cancelation.
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SECTION 5. FEES AND EXPENSES. On the Effectiveness Date, on or
before the effectiveness of the Restated Credit Agreement, the Company shall pay
to the Administrative Agent (a) for its own account all fees and other amounts
owed to it as of the Effectiveness Date, (b) for the account of each Lender (i)
the participation fee due such Lender on the Effectiveness Date (ii) all unpaid
fees accrued to but excluding the Effectiveness Date for the account of such
Lender under Section 2.11 of the Credit Agreement, (iii) all unpaid interest
accrued to but excluding the Effectiveness Date in respect of the Loans of such
Lender outstanding under the Credit Agreement and (iv) any amount due to such
Lender under Section 3.4 of the Credit Agreement in connection with the
refinancing of its outstanding Loans as a result of the transactions
contemplated by Section 6 below (deeming any such refinancing of any such Loan
to be a prepayment of the subject Loan for purposes of such Section 3.4), and
(c) for the account of each applicable payee, all expenses due and payable under
the Restated Credit Agreement on or before the Effectiveness Date in connection
with the Loan Documents to be delivered on the Effectiveness Date or otherwise,
including, without limitation, the reasonable fees and expenses accrued and
invoiced through the Effectiveness Date of Cravath, Swaine & Xxxxx and any other
counsel retained by any Agent.
SECTION 6. TERM LOAN AND REVOLVING LOAN BORROWINGS. (a) On the
Effectiveness Date, upon the effectiveness of the Restated Credit Agreement and
subject to the terms and conditions set forth herein and therein, the Additional
Lenders and the Continuing Lenders having Commitments under the Restated Credit
Agreement shall make, and the Company shall borrow, (i) Term Loans in the
amount of the Term Loan Commitment of each such Lender as set forth on
Schedule I to the Restated Credit Agreement and (ii) Revolving Loans requested
by the Company to be made on the Effectiveness Date, on a pro rata basis,
subject to the Revolving Loan Commitment of each such Lender as set forth on
Schedule I to the Restated Credit Agreement.
(b) On the Effectiveness Date, upon the effectiveness of the Restated
Credit Agreement and subject to the conditions set forth herein and therein, the
Company shall use the proceeds of the Loans made pursuant to paragraph (a) above
to repay all the Term A Loans, the Term B Loans and the Revolving Loans
outstanding on the Effectiveness Date immediately prior to the effectiveness of
the Restated Credit Agreement (the "OUTSTANDING LOANS") and the Company hereby
directs the Administrative Agent to take such action as is necessary to achieve
such a result. Concurrently with such repayment of the Outstanding Loans, the
Departing Lenders shall cease to be parties to the Credit Agreement and shall be
released from all further obligations thereunder and shall have no further
rights to or interest in any of the Collateral; PROVIDED, HOWEVER, that the
Departing Lenders shall continue to be entitled to the benefits of all yield
protection, expense reimbursement and indemnity provisions contained in the
Credit Agreement as in effect immediately prior to the Closing.
(c) On the Effectiveness Date, upon the effectiveness of the Restated
Credit Agreement (i) each Additional Lender and each Continuing Lender that is
making Loans pursuant to paragraph (a) above shall pay by wire transfer of
immediately available funds to the Administrative Agent not later than
12:00 Noon (New York time) an amount equal to the amount of the Loans being made
by such Lender pursuant to paragraph (a) and (ii) the Administrative Agent shall
pay to each Departing Lender and to each Continuing Lender, out of the amounts
received pursuant to clause (i), the amount of such Lender's Outstanding Loans
by wire transfer of immediately available funds to the account designated by
such Lender to the Administrative Agent not later than 5:00 p.m. (New York
time). The Company agrees that if any Lender shall default in the payment of
any amount due from it under this Section 6, the Company shall promptly pay the
defaulted amount to the Administrative Agent by wire transfer of immediately
available funds, together with interest on such amount at the Base Rate from the
Effectiveness Date to the date of payment. Upon any such payment by the
Company, the Company shall have the right, at the defaulting Lender's expense,
upon notice to the defaulting Lender and to the Administrative Agent, to require
such defaulting Lender to transfer and assign without recourse (in accordance
with and subject to the restrictions contained in Section 12.3 of the Restated
Credit Agreement) all its interests, rights and obligations under the Restated
Credit Agreement to another financial institution which shall assume such
interests, rights and obligations; PROVIDED that (A) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental Authority
and (B) the assignee shall pay to the defaulting Lender, in immediately
available funds on the date of such assignment, the outstanding principal of and
interest accrued to the date of payment on the Loans made or deemed made by such
defaulting Lender under the Restated Credit Agreement, if any, and all other
amounts accrued for such defaulting Lender's account or owed to it under the
Restated Credit Agreement.
(d) In the event the Company shall specify a date as the
Effectiveness Date and the Effectiveness Date shall not occur on such date, the
Company shall indemnify each Lender for any loss or expense incurred by such
Lender as a result of the failure to consummate the transactions to have been
3
consummated by such Lender on such proposed Effectiveness Date, in each case
determined as set forth in Section 3.4 of the Restated Credit Agreement in
respect of any failure to borrow or prepay any Loan.
SECTION 7. CONDITIONS. The consummation of the transactions set
forth in Sections 3, 4, 5 and 6 of this Effectiveness Agreement shall be subject
to the satisfaction of the following conditions precedent:
(a) Receipt by the Administrative Agent of the following documents,
each dated as of the Effectiveness Date, in form and substance satisfactory
to the Lenders:
(i) EFFECTIVENESS AGREEMENT. The Company shall have duly
executed and delivered this Effectiveness Agreement to the
Administrative Agent.
(ii) REAFFIRMATION AGREEMENT. The Parent, the Company and each
of its Subsidiaries which is party to any Collateral Document shall
have duly executed and delivered to the Administrative Agent the
Reaffirmation Agreement in the form of Exhibit C hereto.
(iii) PARENT GUARANTY. The Parent shall have duly executed and
delivered to the Administrative Agent the Parent Guaranty in the form
of Exhibit B hereto.
(b) OPINIONS OF COUNSEL. The Administrative Agent and each Lender
shall have received a legal opinion, each dated the Effectiveness Date,
from Xxxxxxx, Head and Xxxxxxx, from Xxxx, Gotshal & Xxxxxx LLP and from
Xxxxxxx, Xxxxxxx & Xxxxx, P.A., each counsel to the Parent, the Company and
its Subsidiaries, each in form and substance acceptable to the Agents.
(c) CORPORATE DOCUMENTS AND CORPORATE STRUCTURE. The Administrative
Agent and each Lender shall have received copies of the certificate of
incorporation of the Parent and the Company, each as amended, modified or
supplemented to the Effectiveness Date, certified to be true, correct and
complete by the appropriate Secretary of State as of a date not more than
ten days prior to the Effectiveness Date, together with a copy of a good
standing certificate from each such Secretary of State and a good standing
certificate from the Secretary of State (or the equivalent thereof) of each
other State in which each of them is required to be qualified to transact
business, each to be dated a date not more than ten days prior to the
Effectiveness Date.
(d) CERTIFIED RESOLUTIONS, ETC. The Administrative Agent and each
Lender shall have received:
(i) a certificate of the Secretary or Assistant Secretary of each
of the Parent and the Company dated the Effectiveness Date certifying
(A) the names and true signatures of the incumbent officers of such
Person authorized to sign the applicable Loan Documents, (B) the
bylaws of such Person as in effect on the Effectiveness Date, (C) the
resolutions of such Person's board of directors approving and
authorizing the execution, delivery and performance of all the Loan
Documents executed by such Person on the Effectiveness Date and
(D) that there have been no changes in the certificate of
incorporation of such Person since the date of the most recent
certification thereof by the appropriate Secretary of State; and
(ii) a certificate of the Secretary or Assistant Secretary of
each Subsidiary of the Company that is party to the Reaffirmation
Agreement (which certificates may be combined in a single certificate
for all such Subsidiaries) dated the Effectiveness Date and certifying
(A) the names and true signatures of the incumbent officers of such
Subsidiary authorized to sign the Reaffirmation Agreement and (B) as
to corporate authority and the due authorization, execution and
delivery of the Reaffirmation Agreement by such Subsidiary.
(e) OFFICER'S CERTIFICATE. The Administrative Agent and each Lender
shall have received a certificate executed by an Authorized Officer of the
Company dated the Effectiveness Date stating that (A) all the
representations and warranties of the Company and its Subsidiaries
contained in the Loan Documents are true and correct (other than
representations and warranties that expressly speak only as of a different
date), (B) after giving effect to the execution and delivery of the Loan
Documents to be delivered on the Effectiveness Date by the Parent, the
4
Company and its Subsidiaries, the funding of the initial Loans and the
consummation of the other Transactions to be consummated on or before the
Effectiveness Date, no Default or Unmatured Default shall have occurred and
be continuing. The Administrative Agent and each Lender shall have
received a certificate executed by an Authorized Officer of the Parent
dated the Effectiveness Date stating that all the representations and
warranties of the Parent contained in the Loan Documents to which it is a
party are true and correct (other than representations and warranties that
expressly speak only as of a different date).
(f) CONSENTS, LICENSES, APPROVAL, ETC. All consents, licenses and
approvals, if any, required in connection with the execution, delivery and
performance by the Parent, the Company and its Subsidiaries of the Loan
Documents to be delivered on the Effectiveness Date or the validity or
enforceability hereof or thereof, or in connection with any of the
transactions effected pursuant hereto or thereto, shall have been obtained
by the Parent, the Company and its Subsidiaries and be in full force and
effect.
(g) FINANCIAL STATEMENTS. The Administrative Agent and each Lender
shall have received the audited consolidated financial statements of the
Parent, the Company, and its Subsidiaries for the fiscal years ended
December 31, 1993, December 31, 1994, December 31, 1995 and December 31,
1996 and the unaudited consolidated financial statements of the Parent, the
Company, and its Subsidiaries for the fiscal period ended on June 30,1997.
(h) PRO FORMA BALANCE SHEET, ETC. The Administrative Agent and each
Lender shall have received PRO FORMA consolidated and consolidating
financial statements of the Parent, the Company, and its Subsidiaries as of
and for the four-fiscal-quarter period ended on June 30,1997, giving
effect to the Transactions to be effected on the Effectiveness Date, the
issuance and repayment of all indebtedness issued or repaid after June
30,1997 and on or prior to the Effectiveness Date, the acquisition and
disposition of all assets acquired or disposed of after June 30,1997 and on
or prior to the Effectiveness Date and the payment or accrual of all costs
and expenses incurred in connection therewith as if such transactions had
occurred on the first day of such period, certified, to the best of such
officer's knowledge and belief, by an Authorized Officer of the Company and
including a calculation, certified by an Authorized Officer of the Company,
showing compliance with each of the financial ratios set forth in
Section 6.3 of the Restated Credit Agreement as of and for the
four-fiscal-quarter period ended on June 30,1997, based upon such PRO FORMA
financial statements.
(i) SOLVENCY. The Administrative Agent and each Lender shall have
received a certificate signed by an Authorized Officer of each of the
Parent and the Company, as applicable, containing satisfactory conclusions
as to the Solvency of the Parent, the Company and each of its Subsidiaries
(other than the Excluded Subsidiaries) as of the Effectiveness Date after
giving effect to the Transactions.
(j) LITIGATION. The Lenders shall have determined that there exists
no material pending or threatened litigation or other proceedings involving
the Parent, the Company or any of its Subsidiaries except for such material
litigation or proceedings disclosed on Schedule 5.7 to the Restated Credit
Agreement and with respect to which the Parent or the Company has
established full reserves in its financial statements delivered to the
Administrative Agent and the Lenders pursuant to paragraph (g) above.
(k) CONDITIONS TO ALL CREDIT EVENTS. Each of the conditions
precedent set forth in Section 4.1 of the Restated Credit Agreement (other
than that set forth in Section 4.1(f) thereof) shall be satisfied on the
Effectiveness Date.
(l) ADDITIONAL MATTERS. The Administrative Agent and each Lender
shall have received such other certificates, opinions, documents and
instruments relating to the Transactions as may have been reasonably
requested by the Administrative Agent or any Lender, and all corporate and
other proceedings and all other documents (including, without limitation,
all documents referred to herein and not appearing as exhibits hereto) and
all legal matters in connection with the Transactions shall be satisfactory
in form and substance to the Administrative Agent and the Lenders.
SECTION 8. COLLATERAL RELEASE. (a) Administrative Agent hereby
agrees, and the Lenders hereby consent, that on and after the Effectiveness
Date (i) any and all liens and security interests in favor of the Administrative
Agent for the benefit of the Agents, the Lenders, the Interest Hedge Providers
and the Issuing Banks created pursuant to the Company Security Agreement, the
5
Mortgages, the Subsidiary Security Agreement, the Company Trademark Agreement,
the Subsidiary Trademark Agreements, the Parent Account Assignment, the Cash
Collateral Account Agreement and the Intercompany Security Agreement shall
automatically be released and terminated without any further action on the part
of the Administrative Agent, any Agent, any Lender, any Interest Hedge Provider
or any Issuing Bank and (ii) Administrative Agent, at the request of the
Company, shall execute any documents and instruments (including mortgage
releases and UCC termination statements) and will take any other reasonable
action necessary to effect the release and termination of such liens and
security interests.
(b) The Company hereby agrees and each of the Agents and the Lenders
hereby consent, that on the Effectiveness Date, any and all liens and
security interests in favor of the Company for the benefit of the
Administrative Agent, on behalf of the Agents, the Lenders and any Interest
Rate Hedge Providers created pursuant to the Intercompany Security
Agreement shall automatically be released and terminated without any
further action on the part of the Company.
SECTION 9. EFFECTIVENESS. This Effectiveness Agreement shall become
effective when copies hereof which, when taken together, bear the signatures of
each of the parties hereto shall have been received by the Administrative Agent.
This Effectiveness Agreement may not be amended nor may any provision hereof be
waived except pursuant to a writing signed by the Company, the Administrative
Agent, the Documentation Agent, the Syndication Agent, the Issuing Banks and the
Lenders.
SECTION 10. NOTICES. All notices hereunder shall be given in
accordance with the provisions of Section 9.1 of the Restated Credit Agreement.
SECTION 11. APPLICABLE LAW. THIS EFFECTIVENESS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 12. COUNTERPARTS. This Effectiveness Agreement may be
executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract.
SECTION 13. EXPENSES. The Company shall reimburse each Agent for any
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for such Agent, which attorneys
may be employees of such Agent) paid or incurred by such Agent in connection
with this Effectiveness Agreement (including any expense arising from Section 8
hereunder) or the Restated Credit Agreement, including, without limitation, the
reasonable fees and expenses of Cravath, Swaine & Xxxxx.
JACOR COMMUNICATIONS COMPANY
By: /s/ Xxx X. Xxxxx
-----------------------------
Title Senior Vice President
--------------------------
00 X. XxxxxXxxxxx Xxxx.
00xx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: R. Xxxxxxxxxxx Xxxxx
THE CHASE MANHATTAN BANK,
Individually and as Administrative
Agent and Issuing Bank
By /s/ Xxxxxxxx Xxxxxxx
------------------------------
Title Vice President
--------------------------
THE CHASE MANHATTAN BANK
Administrative Agent
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION (as successor
by merger to Bank of America
Illinois) Individually and as
Syndication Agent and Issuing Bank
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Title Vice President
--------------------------
000 Xxxxx Xx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
BANQUE PARIBAS,
Individually and as Documentation
Agent and Issuing Bank
By /s/ Will X. Xxxxxx
-----------------------------
Title Director
--------------------------
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Title Director
--------------------------
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxx
ABN AMRO BANK N.V
By /s/ Xxxxxx Xxxxxx
-----------------------------
Title Vice President
--------------------------
By
-----------------------------
Title
--------------------------
000 Xxxxx Xx Xxxxx Xxxxxx,
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
BankBoston, N.A.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Title Managing Director
--------------------------
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxxx
Xxx Xxxxxxxx
BANK OF HAWAII
By /s/ Xxxxx Xxxxxxx
-----------------------------
Title Vice President
--------------------------
0000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxx 000
Xxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Xxxxx Xxxxxx
THE BANK OF NEW YORK
By /s/ Xxxxxxx Xxxxx
-----------------------------
Title Senior Vice President
--------------------------
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx
THE BANK OF NOVA SCOTIA
By /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------
Title Authorized Signatory
--------------------------
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxxxxxxxx
Xxxxxxx Xxxxxxxxx
BANK OF SCOTLAND
By /s/ Xxxxx Xxxx Tat
-----------------------------
Title Vice President
--------------------------
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxx Tat
CAISSE NATIONALE DE CREDIT AGRICOLE
By /s/ Xxxxx Xxxxx, F.V.P.
-----------------------------
Title Head of Corporate Banking
Chicago
--------------------------
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxxx Pass
C.I.B.C., INC.
By /s/ Xxxxxx Xxxxxxxx
-----------------------------
Title Director
---------------------------
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxx
Xxxxxx Xxxxxxxx
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Xxxxxxx Xxxx
-----------------------------
Title Vice President
--------------------------
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Xxxx Xxxx
CORESTATES BANK
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Title Vice President
--------------------------
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxxx X. Xxxx
-----------------------------
Title Vice President
--------------------------
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxx
Xxxxxx Xxxx
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxxx Xxxxx
-----------------------------
Title Director
--------------------------
By
-----------------------------
Title
---------------------------
00 Xxxxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxx
Xxxx Xxxxx
Xx Xxxxxxx
CRESTAR BANK
By /s/ J. Xxxx Xxxxxxx
-----------------------------
Title Vice President
--------------------------
000 Xxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: J. Xxxx Xxxxxxx
DAI-ICHI KANGYO BANK
By /s/ Xxxxxx Xxxxxx
-----------------------------
Title Vice President
--------------------------
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx
Xxxxxx Xxxxxxx
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Xxxx Xxxxxxx
-----------------------------
Title Vice President
--------------------------
By /s/ Xxxxxxx Xxxxxxx
------------------------------
Title Assistant Vice President
--------------------------
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10005-2889
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx
Xxxx Xxxxxxx
FIRST HAWAIIAN BANK
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Title Assistant Vice President
--------------------------
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxx
FLEET BANK, N.A.
By /s/ Xxxxxxx Xxxx
-------------------------------
Title Vice President, (Assistant)
---------------------------
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxx
FUJI BANK LIMITED
By /s/
-----------------------------
Title Vice President and Manager
--------------------------
Two Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx
INDUSTRIAL BANK OF JAPAN LIMITED
By /s/ X. Xxxxx
-----------------------------
Title Senior Vice President and
Deputy General Manager
--------------------------
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxxx
KEY CORPORATE CAPITAL INC.
By /s/ Xxxxxxx Xxxxx
-----------------------------
Title Assistant Vice President
-------------------------
000 Xxxxxx Xxxxxx
XX-00-00-0000
Xxxxxxxxx, Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By /s/ Xxxxx X. Xxxxx
-----------------------------
Title Senior Vice President
--------------------------
000 Xxxxx Xx Xxxxx Xxxxxx,
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxx
MELLON BANK, N.A.
By /a/ Xxxxxxx Xxxxxxxx
-----------------------------
Title Vice President
--------------------------
One Mellon Bank Center, Room 4440
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx
THE MITSUBISHI TRUST & BANKING
CORPORATION
By /s/ Xxxxxxxx Xxxxxxx
-----------------------------
Title Senior Vice President
--------------------------
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxx
NATEXIS BANQUE -BFCE
By /s/ Xxxxx Xxxxx
-----------------------------
Title Vice President
--------------------------
By /s/ Xxxxxxx Xxxxx
-----------------------------
Title Vice President -Group
Manager
--------------------------
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx
NATIONSBANK OF TEXAS, N.A.
By /s/ Xxxxxx Xxxx
-----------------------------
Title Vice President
-------------------------
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
Xxxxxxx Xxxx
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxx X. XxXxxxxx
-----------------------------
Title Vice President
--------------------------
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx XxXxxxxx
THE ROYAL BANK OF SCOTLAND
By /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Title Vice President
--------------------------
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
SAKURA BANK
By /s/ Yoshikazu Naguea
-----------------------------
Title Vice President
--------------------------
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile (000) 000-0000
Attention: Xxx Xxxxx
THE SANWA BANK LIMITED
By /s/ Xxxxxx Xxxxxxx
-----------------------------
Title Vice President
--------------------------
By /s/ Xxxxxx Xxxxxxx
------------------------------
Title Vice President
--------------------------
000 Xxxxxxxxx Xxxxxx XX
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxx
4950 Georgia-Pacific Ctr., 000
Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
THE SUMITOMO BANK, LIMITED
By /s/ X. Xxxxx
-----------------------------
Title
--------------------------
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Facsimile: (000)000-0000
Attention: Xxxxxxx Xxxxxxx
SUMMIT BANK
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Title Vice President
--------------------------
301 Carnegie Center, CN 5316
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxxxx
SUNTRUST, CENTRAL FLORIDA, N.A.
By /s/ Xxxxx X. Sammono
-----------------------------
Title Vice President
--------------------------
000 Xxxxx Xxxxxx Xxxxxx -Xxxxx 0
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxx
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxxxxx Xxxxxx
-----------------------------
Title Vice President
--------------------------
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Manager, Credit
Administration
U.S. BANK NATIONAL ASSOCIATION
(d/b/a and f/k/a FIRST BANK
NATIONAL ASSOCIATION)
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Title Vice President
---------------------------
First Bank Place
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By /s/ Xxxxxxx Xxxxxxx
-----------------------------
Title Senior Vice President
-Portfolio Manager
--------------------------
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
Departing Lender
KEYPORT LIFE INSURANCE CO.
By /s/ Xxxxxxx X. Xxxxx
-----------------------------
Title Vice President
--------------------------
1166 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
Departing Lender
MEDICAL LIABILITY MUTUAL INSURANCE
By /s/ Xxxxxxx X. Xxxxx
-----------------------------
Title Vice President
--------------------------
1166 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
Departing Lender
XXXXXXX XXXXX PRIME RATE PORTFOLIO
BY XXXXXXX XXXXX ASSET MANAGEMENT,
L.P., as Investment Adviser
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Title
---------------------------
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
Departing Lender
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Title
--------------------------
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
Departing Lender
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Title Assistant Vice President
--------------------------
Departing Lender
ML CBO IV (CAYMAN) LTD.
BY PROTECTIVE ASSET MANAGEMENT,
L.L.C. as Collateral Manager
By /s/ Xxxx X. Xxxxx
-----------------------------
Title CFA Executive Vice President
--------------------------
00000 Xxxx Xxxx
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxx
Departing Lender
XXXXXX GUARANTY TRUST COMPANY
By /s/ Xxxxx X. Xxx
-----------------------------
Title Vice President
---------------------------
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10260-0060
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxx
Departing Lender
OCTAGON CREDIT INVESTOR LOAN
PORTFOLIO
(a unit of The Chase Manhattan
Bank)
By /s/ Xxxxxx Xxxxxx
-----------------------------
Title Managing Director
--------------------------
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Departing Lender
PILGRIM AMERICA PRIME RATE TRUST
By /s/ Xxxxxx X. Xxxx
-----------------------------
Title Assistant Portfolio Manager
--------------------------
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxx
Departing Lender
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxx
-----------------------------
Title
--------------------------
Xxxx Xxxxxx Intercapital
c/o Prime Income Trust
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
