AMENDMENT NO. 2, WAIVER AND AGREEMENT
dated as of January 11, 1999 (this "Amendment"), to
the Credit Agreement dated as of October 27, 1997,
as amended by Amendment No. 1, Waiver and Agreement
("Amendment No. 1"), dated as of September 30, 1998
(the "Credit Agreement"), among American Axle &
Manufacturing of Michigan, Inc. ("AAMM"), American
Axle & Manufacturing, Inc., a Delaware corporation
(the "Borrower"), the lenders party thereto (the
"Lenders"), The Chase Manhattan Bank, a New York
banking corporation, as administrative agent (the
"Administrative Agent"), and Chase Manhattan Bank
Delaware, as fronting bank (the "Fronting Bank").
A. Pursuant to the Credit Agreement, the Lenders and the
Fronting Bank have extended credit to the Borrower, and have agreed to extend
credit to the Borrower, in each case pursuant to the terms and subject to the
conditions set forth therein.
B. The Borrower has requested that the Required Lenders
agree to amend or waive certain provisions of the Credit Agreement (a) to
permit the issuance of certain subordinated indebtedness, (b) to increase the
flexibility of the Borrower and the Subsidiaries to effect Permitted Business
Acquisitions and (c) to effect certain other changes as provided herein.
C. The Required Lenders are willing so to amend the Credit
Agreement and to grant such waivers, in each case pursuant to the terms and
subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Credit Agreement.
In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth herein, as follows:
SECTION 1. Amendment.
(a) Section 1.01 of the Credit Agreement is hereby amended as
follows:
(i) by adding the following definitions in the appropriate
alphabetical order:
"Acquired EBITDA" shall mean, with respect to any Acquired
Entity or Business or any Sold Entity or Business for any period, the
consolidated net income or loss of such Acquired Entity or Business or Sold
Entity or Business for such period, plus the pro forma increase or decrease in
the consolidated net income or loss of the Borrower and its Subsidiaries (after
giving effect to such acquisition or sale) determined by the Borrower, in good
faith and in accordance with Regulation S-X of the Securities and Exchange
Commission as in effect on the date hereof, as a result of reasonably
identifiable and supportable net cost savings or additional net cost, as the
case may be, realizable during such period by combining with, or separating
from, the operations of such Acquired Entity or Business or Sold Entity or
Business the operations of the
2
Borrower and its Subsidiaries, provided that any such pro forma increase or
decrease shall be without duplication for net cost savings or additional net
costs actually realized during such period and already included in the Borrower
and its Subsidiaries' consolidated net income, plus, to the extent deducted in
computing the consolidated net income or loss of such Acquired Entity or
Business or Sold Entity or Business, without duplication, the sum of (a) income
tax expense, (b) gross interest expense (including interest-equivalent costs
associated with any receivables financings, whether accounted for as interest
expense or loss on the sale of receivables), (c) depreciation and amortization
expense, (d) any special charges (including any fees or expenses incurred in
connection with the applicable acquisition) and any extraordinary or
nonrecurring losses and (e) other non-cash items reducing consolidated net
income (including any non-cash items resulting from purchase accounting
adjustments), minus, to the extent added in computing the consolidated net
income of such Acquired Entity or Business or Sold Entity or Business for such
period, without duplication, (i) interest income, (ii) extraordinary or
nonrecurring gains and (iii) other noncash items increasing consolidated net
income.
"Acquired Entity or Business" has the meaning assigned to
such term in the definition of the term Adjusted EBITDA.
"Adjusted EBITDA" shall mean, for any period, EBITDA for
such period, calculated by (a) including in the determination thereof the
Acquired EBITDA of any Person, property, business or asset in the Borrower's
or any Subsidiary's line of business acquired pursuant to a transaction
permitted under Section 6.04 and not subsequently sold, transferred or
otherwise disposed of (but not including the Acquired EBITDA of any related
person, property, business or assets to the extent not so acquired) by the
Borrower or any Subsidiary during such period (each such Person, property,
business or asset in the Borrower's or any Subsidiary's line of business
acquired and not subsequently so disposed of, an "Acquired Entity or
Business"), based on the actual Acquired EBITDA of such Acquired Entity or
Business for such period (including the portion thereof occurring prior to
such acquisition) and (b) excluding in the determination thereof the Acquired
EBITDA of any Person, property, business or asset sold, transferred or
otherwise disposed of by the Borrower or any Subsidiary during such period
(each such Person, property, business or asset so sold or disposed of, a "Sold
Entity or Business") based on the actual Acquired EBITDA of such Sold Entity
or Business for such period (including the portion thereof occurring prior to
such sale, transfer or disposition)." Notwithstanding the foregoing, for
purposes of determining compliance with Section 6.11, Adjusted EBITDA shall
not include the Acquired EBITDA (including any pro forma adjustment to the
consolidated net income or loss of the Borrower and its Subsidiaries included
therein) of any Acquired Entity or Business for any period prior to the fiscal
quarter of the Borrower in which such Acquired Entity or Business was
acquired.
"Adjusted Net Leverage Ratio" shall mean, on any date, the
ratio of (a) Total Net Debt as of such date to (b) Adjusted EBITDA for the
period of four consecutive fiscal quarters of the Borrower most recently ended
as of such date, all determined on a consolidated basis in accordance with GAAP
provided that, solely for purposes of determining whether the Adjusted Net
Leverage Ratio as of the end of any four fiscal-quarter period that includes
the fiscal quarter ended September 30, 1998, is in compliance with Section
6.12, there shall be added to the amount determined pursuant to clause (b), in
the case of any such four fiscal-quarter period ending on or before March 31,
1999, an
3
additional $71,192,000, and, in the case of the four fiscal-quarter period
ending on June 30, 1999, an additional $42,018,000.
"Permitted Subordinated Debt" means Indebtedness of the
Borrower (and Guarantees of such Indebtedness by AAMM and the Subsidiaries)
that contains subordination and subsidiary guarantee release provisions
substantially in the form of Exhibit L, provided that (a) such Permitted
Subordinated Debt accrues interest at a fixed rate determined in good faith by
the Board of Directors of the Borrower to be a market rate of interest for
such Permitted Subordinated Debt at the time of issuance thereof or, in the
case of a bridge loan, at a floating rate determined based on a formula with a
base rate, spreads and interest rate step-ups that are determined in good
faith by the Board of Directors of the Borrower to be market rates of interest
and interest rate step-up levels for such Permitted Subordinated Debt at the
time of issuance thereof, (b) such Permitted Subordinated Debt is created
under agreements or instruments (i) imposing covenants on AAMM, the Borrower
and the Subsidiaries, (ii) containing a definition of change of control and
(iii) containing events of default and other provisions not materially more
restrictive than the covenants imposed in, the change of control definition
used in and the events of default and other provisions contained in this
Agreement, (c) no scheduled principal payments are due, or, if due, are not
automatically extended if unpaid, on such Permitted Subordinated Debt on a
date that is earlier than six months after the Tranche B Maturity Date, (d)
such Permitted Subordinated Debt is unsecured, (e) neither AAMM nor any
Subsidiary shall Guarantee such Permitted Subordinated Debt unless (i) AAMM or
such Subsidiary also has Guaranteed the Obligations and (ii) such Guarantee of
such Permitted Subordinated Debt is subordinated to such Guarantee of the
Obligations on terms no less favorable to the Lenders than the subordination
provisions of the Permitted Subordinated Debt, (f) the terms of such Permitted
Subordinated Debt do not require the maintenance or achievement of any
financial performance standards other than as a condition to the taking of
specified actions and (g) such Permitted Subordinated Debt contains other
customary provisions that are reasonably satisfactory to the Administrative
Agent.
"Sold Entity or Business" has the meaning assigned to such
term in the definition of the term Adjusted EBITDA.;
(ii) by inserting immediately before the period at the end
of the definition of the term "Cash Interest Expense" the following
text: ", provided that there shall be included or excluded, as
applicable, in determining Cash Interest Expense for any period the
cash interest expense (calculated in the same manner as Cash Interest
Expense is calculated) of any Acquired Entity or Business or Sold
Entity or Business acquired or sold, as applicable, during such
period for the period commencing on the first day of the fiscal
quarter of the Borrower in which such Acquired Entity or Business was
acquired through the end of the applicable test period (or, in the
case of the sale of any Sold Entity or Business, for the applicable
test period) assuming any Indebtedness incurred or repaid in
connection with the acquisition or sale had been incurred or repaid
on such first day (or, in the case of any such sale, on the first day
of such test period)".
(iii) by inserting immediately after the words "("Employee
Equity Sales") and (ii)" in clause (c) of the definition of the term
"Net Proceeds" the words "other sales and issuances of Capital Stock
of AAMM, provided that the aggregate cash
4
proceeds from such other sales and issuances does not exceed in the
aggregate $175,000,000 and (iii)"; and
(iv) by amending and restating the definition of the term
"Permitted Business Acquisition" in its entirety as follows:
"Permitted Business Acquisition" shall mean any acquisition
of all or substantially all the assets of, or shares or other equity interests
in, a person or division or line of business of a person that is engaged in a
reasonably related (ancillary or complementary) line of business or lines of
business (or any subsequent investment made in a previously acquired Permitted
Business Acquisition) that was not preceded by an unsolicited tender offer for
such person if immediately after giving effect thereto: (a) no Default or
Event of Default shall have occurred and be continuing or would result
therefrom, (b) all transactions related thereto shall be consummated in
accordance with applicable laws, (c) at least 90% of the Capital Stock of any
acquired or newly formed corporation, partnership, association or other
business entity are owned directly by the Borrower or a domestic Wholly Owned
Subsidiary (unless there is a material tax or legal or other economic
disadvantage in not have a foreign Subsidiary hold such Capital Stock, in
which case such Capital Stock may be held directly by a foreign Subsidiary)
and all actions required to be taken, if any, with respect to such acquired or
newly formed subsidiary under Section 5.11 shall have been taken, and (d)(i)
AAMM, the Borrower and the Subsidiaries shall be in compliance, on a pro forma
basis after giving effect to such acquisition or formation, with the covenants
contained in Sections 6.11, 6.12 and 6.13 recomputed as at the last day of the
most recently ended fiscal quarter of AAMM, the Borrower and the Subsidiaries
as if such acquisition had occurred on the first day of each relevant period
for testing such compliance, and the Borrower shall have delivered to the
Administrative Agent an officers' certificate to such effect, together with
all relevant financial information for such subsidiary or assets and (ii) any
acquired or newly formed subsidiary shall not be liable for any Indebtedness
(except for Indebtedness permitted by 6.01).
(b) Section 2.12(d) of the Credit Agreement is hereby
amended by replacing the words "the ABR Margin and the LIBOR Margin are
determined by reference to Xxxxx 0, Xxxxx 0 or Level 6 as set forth on
Schedule B, the Borrower shall be required to apply only 50%" after the phrase
"provided that if, at the time of such prepayment" with the words "the Net
Leverage Ratio as of the end of the most recently completed four fiscal
quarter period for which financial statements have been delivered pursuant to
Section 5.04 is less than or equal to 2.00 to 1.00, the Borrower shall be
required to apply only 50%".
(c) Section 6.01 of the Credit Agreement is hereby amended
by (i) deleting the word "and" immediately after the semicolon in paragraph
(q) thereof, (ii) replacing the phrase "clauses (a) through (q)" in paragraph
(r) thereof with the phrase "clauses (a) through (r)", (iii) redesignating
paragraph (r) as paragraph (s) and (iv) adding a new paragraph (r) as follows:
"(r) Permitted Subordinated Debt in an aggregate principal amount at
any time outstanding not in excess of $350,000,000; and".
5
(d) Section 6.04 of the Credit Agreement is hereby amended
(i) by deleting the word "and" after paragraph (l) thereof and (ii) by adding
the following new paragraph (n) immediately before the period at the end
thereof:
"(n) investments in Permitted Business Acquisitions
in an aggregate amount not to exceed $290,000,000 to the
extent made with proceeds of (i) the issuance of Permitted
Subordinated Debt (to the extent not previously used to
prepay Indebtedness (other than Revolving Loans or Swingline
Loans), make any investment or capital expenditure or
otherwise for any purpose resulting in a deduction to Excess
Cash Flow in any fiscal year) or (ii) up to $25,000,000 in
aggregate principal amount during the term of this Agreement
of Revolving Loans, provided that all such Revolving Loans
are repaid no later than June 30, 1999, with the proceeds of
(A) the issuance of Permitted Subordinated Debt or (B) the
issuance or the sale by AAMM of any equity security of AAMM
(other than Employee Equity Sales) (in each case to the
extent such proceeds were not previously used to prepay
Indebtedness (other than Revolving Loans or Swingline
Loans), make any investment or capital expenditure or
otherwise for any purpose resulting in a deduction to Excess
Cash Flow in any fiscal year), provided that no investments
under this clause (n) will be permitted unless the aggregate
gross cash proceeds from the issuance or the sale by AAMM of
any equity security of AAMM (other than Employee Equity
Sales) are greater than or equal to $110,000,000 prior to
the date of such investments."
(e) Section 6.04(m) of the Credit Agreement is hereby
amended by (i) replacing the phrase "not to exceed $100,000,000" with the
phrase "not to exceed $200,000,000", (ii) replacing the phrase "at least 80%"
in clause (i) of the proviso thereto with the phrase "at least 50%" and (iii)
inserting in clause (ii) of the proviso thereto after the phrase "other costs
and expenses" the phrase "(and fund working capital needs)".
(f) Section 6.09 of the Credit Agreement is hereby amended
by:
(i) inserting in clause (a) immediately after the words "or
grant any waiver or release under, any" the words " instruments,
agreements or documents evidencing or related to any Permitted
Subordinated Debt in any manner materially adverse to the Lenders,
any";
(ii) inserting a new paragraph (b) as follows:
"(b)(i) Directly or indirectly make any payment,
retirement, repurchase or redemption on account of the principal of
any Permitted Subordinated Debt or directly or indirectly prepay or
defease any such Permitted Subordinated Debt prior to the stated
maturity date of such Permitted Subordinated Debt, (ii) make any
payment or prepayment of any such Permitted Subordinated Debt that
would violate the terms of this Agreement or of such Permitted
Subordinated Debt, any agreement or document evidencing, related to
or securing the payment or performance of such Permitted Subordinated
Debt or any subordination agreement or provision applicable to such
Permitted Subordinated Debt or (iii) pay in cash any amount in
respect of such Permitted
6
Subordinated Debt that may at the Borrower's option be paid in kind
thereunder; provided, however, that (a) subordinated notes or
debentures of the Borrower may be issued in exchange for, and in
satisfaction of, Permitted Subordinated Debt issued in the form of a
bridge loan, (b) subordinated notes or debentures of the Borrower may
be issued in exchange for other Permitted Subordinated Debt issued on
terms substantially identical to the terms of such subordinated notes
or debentures and (c) the proceeds of fixed rate Permitted
Subordinated Debt may be applied to repay or prepay outstanding
Permitted Subordinated Debt issued in the form of a bridge loan or
issued in exchange for Permitted Subordinated Debt issued in the form
of a bridge loan."; and
(iii) redesignating paragraphs (b), (c), (d) and (e) as
paragraphs (c), (d), (e) and (f), respectively.
(g) Section 6.11 of the Credit Agreement is hereby amended
by inserting in clause (a) thereof immediately before the word
"EBITDA" the word "Adjusted".
(h) Section 6.12 of the Credit Agreement is hereby amended
by inserting immediately after the words "Permit the" the word
"Adjusted".
(i) The table contained in Schedule B to the Credit
Agreement is hereby amended and restated in its entirety as follows:
LIBOR Margin for ABR Margin for
Revolving Loans LIBOR Margin Revolving Loans ABR Margin
Net Leverage and Tranche A for Tranche B and Tranche A for Tranche B Commitment
Level Ratio Term Loans Term Loans Term Loans Term Loans Fee
Greater than
1 3.50 to 1.00 2.25% 2.50% 1.25% 1.50% 0.50%
Greater than
2 2.50 to 1.00 2.00% 2.25% 1.00% 1.25% 0.50%
Less than or
3 equal to 2.50 1.50% 1.75% 0.50% 0.75% 0.375%
to 1.00
(j) the Credit Agreement is hereby amended by adding Exhibit
L in the form of Exhibit A hereto.
SECTION 2. Waiver. (a) The Required Lenders hereby waive
compliance by AAMM with Section 6.05 to the extent, and only to the extent,
necessary to permit the merger (the "Merger") of AAMM with and into American
Axle & Manufacturing Holdings, Inc. ("Holdings") on the terms previously
disclosed to the Administrative Agent, provided that, (i) immediately prior to
the Merger, Holdings has no liabilities, (ii) simultaneously with the Merger,
Holdings expressly acknowledges, pursuant to a
7
document reasonably satisfactory to the Administrative Agent, its assumption of
all obligations of AAMM under the Pledge Agreement and the Parent Guarantee
Agreement and (iii) Holdings will take all other actions reasonably requested
by the Administrative Agent to effect such assumption.
(b) The Required Lenders hereby waive the requirement in
Section 2(a) of Amendment No. 1 that the Dollar equivalent of the amount of
the Excess Purchase Price (as defined in Amendment No. 1) be considered a use
in that amount of the investments that AAMM, the Borrower and the Subsidiaries
are permitted to make pursuant to Section 6.04(l) of the Credit Agreement.
SECTION 3. Representations and Warranties. The Borrower and
AAMM each represents and warrants to the Administrative Agent and the Lenders
that:
(a) This Amendment has been duly executed and delivered by
it and constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights
generally and except as enforceability may be limited by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(c) After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing.
SECTION 4. Conditions to Effectiveness. This Amendment
(other than Sections 1(e) and 2(a) hereof) shall become effective as of the
date first above written (the "Effective Date") when (a) the representations
and warranties set forth in Section 3 of this Amendment shall be true and
correct, (b) the Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of AAMM, the Borrower
and the Required Lenders, (c) AAMM has received gross cash proceeds from the
issuance or the sale by AAMM of any equity securities of AAMM (other than
Employee Equity Sales) in an aggregate amount of greater than or equal to
$110,000,000 and (d) the Agent shall have received all fees relating to this
Amendment. Sections 1(e) and 2(a) hereof shall become effective as of the
Effective Date upon satisfaction of (a) and (b) above. This Amendment (other
than Section 1(e)) shall terminate on March 1, 1999, unless all conditions set
forth in this section shall have been satisfied at or before 5 p.m., New York
City time, on that date.
SECTION 5. Effect of Amendment. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Administrative Agent or the Lenders under the Credit Agreement, and shall
not alter, modify, amend or in any way affect the terms, conditions,
obligations, covenants or agreements contained in the Credit
8
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle
AAMM or the Borrower to a consent to, or a waiver, amendment, modification or
other change of, any terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein.
SECTION 6. Credit Agreement. Except as specifically amended
or waived hereby, the Credit Agreement shall continue in full force and effect
in accordance with the provisions thereof as in existence on the date hereof.
After the date hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as amended and waived hereby. This Amendment shall constitute
a Loan Document for all purposes under the Credit Agreement.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment 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. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
9
SECTION 9. Headings. The Section headings used herein are
for convenience of reference only, are not part of this Amendment and are not
to affect the construction of, or to be taken into consideration in
interpreting, this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of
the day and year first written above.
AMERICAN AXLE & MANUFACTURING
OF MICHIGAN, INC.,
by
/s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Treasurer
AMERICAN AXLE & MANUFACTURING,
INC.,
by
/s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
THE CHASE MANHATTAN BANK,
by
/s/ Xxxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
10
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Aeries Finance, Ltd.
by
/s/ Xxxxxx Xxx Xxxxxxx
----------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
11
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution: Alliance Investments Ltd.
by
/s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
12
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Amsouth Bank
by
/s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
13
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution BankBoston, N.A.
by
/s/ Xxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Authorized Officer
14
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution: The Bank of New York
by
/s/ Xxxxxxx Xxxxxx
---------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
15
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Aeries Finance, Ltd.
by
/s/ F.C.H. Xxxxx
-------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
16
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Banque Nationale De Paris
by
/s/ Xxxxxx Xxxxxx du Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx du Bocage
Title: Executive Vice President and General Manager
17
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Bank of America
by
/s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
18
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Bank of Scotland
by
/s/ Xxxxx Xxxx Tat
--------------------------------
Name: Xxxxx Xxxx Tat
Title: Senior Vice President
19
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution: BHF Bank Aktiengesellschaft acting as attorney-in-fact for
Balanced High Yield Fund I
by
/s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
/s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
20
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Captiva Finance Ltd.
by
/s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
21
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Captiva III Finance Ltd.,
as advised by Pacific Investment Management Company
by
/s/ Xxxx X. Xxxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
22
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Credit Agricole Indosuez
by
/s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Head of Corporate Banking, Chicago
/s/ Xxxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: First Vice President
23
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Credit Lyonnais New York Branch
by
/s/ Xxxxxx Xxx
-------------------------------
Name: Xxxxxx Xxx
Title: Senior Vice President
24
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Credit Suisse First Boston
by
/s/ X. Xxxxxxxxx
---------------------------
Name: X. Xxxxxxxxx
Title: Managing Director
/s/ Xxxxxxx Xxxxx
--------------------------
Name: Xxxxxxx Xxxxx
Title: Assosciate
25
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Comerica Bank
by
/s/ Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
26
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution CypressTree Investment Fund, LLC
By: CypressTree Investment Management Company, Inc.
its Managing Member
by
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
27
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution CypressTree InvestmentPartners I, Ltd.
By: CypressTree Investment Management Company, Inc.
its Portfolio Manager
by
/s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
28
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Dresdner Bank AG New York and Grand Cayman Branches
by
/s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
/s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
29
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution ELC Cayman Ltd.
by
/s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
30
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution The First National Bank of Chicago
by
/s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: First Vice President
31
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution ELC Cayman Ltd.
by
/s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
32
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Firstrust Bank
by
/s/ R.E. Xxxxxx
------------------------------------
Name: R.E. Xxxxxx
Title: Executive Vice President
33
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution First Union National Bank
by
/s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
34
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution The Fuji Bank, Limited
by
/s/ Tetsuo Kamatsu
------------------------------
Name: Tetsuo Kamatsu
Title: Joint General Manager
35
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Xxxxxxx Xxxxx Credit Partners L.P.
by
/s/ Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
36
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution IBJ Whitehall Bank & Trust Company
by
/s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
37
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Industrial Bank of Japan
by
/s/ Masahasi Sakai
---------------------------
Name: Masahasi Sakai
Title: General Manager
38
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Indosuez Capital Funding III Ltd.
By: Indosuez Capital as Portfolio Advisor
by
/s/ Xxxxxxxxx Xxxxxxxxx
----------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President
39
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Keybank National Association
by
/s/ X.X. Xxxxxx
-------------------------
Name: X.X. Xxxxxx
Title: Vice President
40
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH III LLC
by
/s/ Xxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
41
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH Crescent LLC
by
/s/ Xxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
42
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH Crescent-3 LLC
by
/s/ Xxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
43
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH CNC LLC
by
/s/ Xxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
44
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH Highland-2 LLC
by
/s/ Xxxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
45
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH ING-2 LLC
by
/s/ Xxxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
46
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH ING-3 LLC
by
/s/ Xxxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
47
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH Langdale LLC
by
/s/ Xxxxxxxx Xxxxxx
------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
48
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH Pamco LLC
by
/s/ Xxxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
49
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH Soleil LLC
by
/s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
50
SIGNATURE PAGE
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution KZH Sterling LLC
by
/s/ Xxxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
51
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution The Long Term Credit Bank of Japan, Limited, New York
Branch
by
/s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: General Manager
52
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Manufacturers & Traders Trust Company
by
/s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
53
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Marine Midland Bank
by
/s/ Xxxxxxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Authorized Signatory
54
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Mellon Bank, N.A.
by
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
55
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Xxxxxxx Xxxxx Prime Rate Portfolio
By: Xxxxxxx Xxxxx Asset Management, L.P.
as Investment Advisor
by
/s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
56
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Xxxxxxx Xxxxx Global Investment Series:
Income Strategies Portfolio
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
by
/s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
57
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Xxxxxxx Xxxxx Senior Floating Rate Fund, Inc.
by
/s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
58
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Michigan National Bank
by
/s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Group Manager
59
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution The Mitsubishi Trust & Banking Corporation
by
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
60
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution ML CLO XII Pilgrim America (Cayman) Ltd.
By: Pilgrim Investments as its Investment Manager
by
/s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
61
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution ML CLO XIX Sterling (Cayman) Ltd.
By: Sterling Asset Management as its Investment Advisor
by
/s/ Xxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: EVP
62
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Xxxxxx Xxxxxxx Xxxx Xxxxxx Prime Income Trust
by
/s/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
63
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution National City Bank
by
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Account Officer
64
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution NBD Bank
by
/s/ Xxxx X. XxXxxxx
------------------------------
Name: Xxxx X. XxXxxxx
Title: Vice President
65
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Orix USA Corporation
by
/s/ Hiroyuki Hiyauchi
------------------------------
Name: Hiroyuki Hiyauchi
Title: Executive Vice President
66
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution XXX Capital Funding
By: Highland Capital Management, L.P.
as Collateral Manager
by
/s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
67
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Paribas
by
/s/ RGM
------------------------------
Name: RGM
Title:
68
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Pilgrim America High Income Investments, Inc.
By: Pilgrim Investments, Inc.
as its Investment Manager
by
/s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
69
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Senior High Income Portfolio, Inc.
by
/s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
70
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Toronto Dominion (Texas), Inc.
by
/s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
71
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution The Travelers Insurance Company
by
/s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Second Vice President
72
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution The Travelers Corporation Loan Fund
By: Travelers Asset Management International Corporation
by
/s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Second Vice President
73
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Xxx Xxxxxx Prime Rate Income Trust
by
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
74
SIGNATURE PAGE TO
AMENDMENT NO. 2,
AND AGREEMENT
dated January 11, 1999
To approve Amendment No. 2, Waiver and Agreement:
Name of Institution Xxx Xxxxxx CLO I, Limited
By: Van Kamoen Management Inc.,
as Collateral Manager
by
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
