EXHIBIT 10.62
LIMITED FORBEARANCE AGREEMENT
THIS LIMITED FORBEARANCE AGREEMENT (this "Agreement") is dated as of
November 16, 2001, among PINNACLE TOWERS INC., a Delaware corporation (the
"Borrower"), the Parent, each of their Subsidiaries (the Borrower, the Parent
and their Subsidiaries, each a "Loan Party" and collectively, the "Loan
Parties") the several Lenders (as such term is defined in the hereinafter
described Credit Agreement) parties to this Agreement, and BANK OF AMERICA,
N.A., as Administrative Agent for the Lenders (in such capacity, the
"Administrative Assets").
RECITALS:
A. The Borrower, the Administrative Agent, and the several
Lenders parties thereto entered into that certain Fifth Amended and Restated
Credit Agreement, dated as of September 17, 1999 (as amended through the date
hereof and as may be further amended, modified, restated, supplemented, renewed,
extended, increased, rearranged and/or substituted from time to time, the
"Credit Agreement").
B. The Borrower has advised the Lenders that the Defaults and
Events of Default set forth on the attached Schedule I (the "Anticipated
Defaults") will exist and be continuing upon the Borrower's delivery of a
Compliance Certificate on November 14, 2001.
C. The Borrower has requested that the Lenders agree to forbear
from exercising certain rights available to them as a result of the Anticipated
Defaults by the Borrower, and the Lenders have agreed to do so on the terms set
forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants,
terms, conditions, representations and warranties herein contained, the parties
hereto agree hereby as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Credit
Agreement.
SECTION 2. LIMITED FORBEARANCE. The Borrower has requested that
the Administrative Agent and the Lenders forbear from exercising the rights and
remedies available to them as a result of the Anticipated Defaults during the
period from the date hereof to and including December 12, 2001. The
Administrative Agent and the Lenders hereby agree to forbear from exercising
the rights and remedies available to them as a result of the Anticipated
Defaults, including the right to demand default interest under Section 2.08 of
the Credit Agreement, from the Effective Date (defined in Section 10(f) below)
to and including the Termination Date (as defined below), subject to the terms
of this Agreement and subject to the occurrence of no further Default or Event
of Default either pursuant to the Sections of the Credit Agreement subject to
the Anticipated Defaults or otherwise. Upon the earlier of (i) the occurrence of
any Default or Event of Default, other than the Anticipated Defaults, (ii) the
amendment and waiver of the Anticipated Defaults by the requisite Lenders under
the terms of the Credit Agreement, or (iii) December 12, 2001 (the "Termination
Date"), the Administrative
Agent's and the Lenders' agreement herein to forbear from exercising the rights
and remedies available to them as the result of the Anticipated Defaults shall
immediately terminate, and the Administrative Agent and the Lenders shall be
entitled immediately to exercise any and all rights and remedies available under
the Credit Agreement and any other Loan Paper, as law, in equity, or otherwise,
without notice, demand, presentment, notice of dishonor, notice of acceleration,
notice of intent to accelerate, protest, or other formalities of any kind, all
of which are hereby expressly waived by the Borrower. The Borrower and the
Lenders hereby acknowledge Borrower's anticipated noncompliance with the Credit
Agreement as a result of the Anticipated Defaults and acknowledge that this
Agreement constitutes notice thereof and waive any and all further notices with
respect thereto. The agreement of the Administrative Agent and the Lenders
herein shall not constitute a waiver of any Default or Event of Default
including without limitation the Anticipated Defaults. The Borrower hereby
acknowledges that, unless and until the Anticipated Defaults are waived by the
requisite number of Lenders in accordance with the Credit Agreement, the Lenders
shall have no commitment to make Revolver Advances or issue Letters of Credit or
otherwise advance any funds to the Borrower. Notwithstanding any provision in
the Credit Agreement or any other Loan Paper to the contrary, the parties hereto
expressly acknowledge and agree that, until the Termination Date, the
Administrative Agent may renew (but not increase) Letters of Credit in existence
as of the date hereof. Notwithstanding any provision in the Credit Agreement or
any other Loan Paper, the parties hereto expressly acknowledge and agree that,
any draw under any Letter of Credit during the term of this Agreement shall
immediately and automatically result in an obligation for the Borrower to
reimburse the Administrative Agent for any such draw (which reimbursement
obligation may not be paid by the Borrower with the proceeds of a Revolver
Advance). Failure of the Borrower to reimburse the Administrative Agent in
immediately available funds for any such draw within 2 business hours after
receipt of notice of such draw shall constitute an Event of Default hereunder
and under the Credit Agreement (such reimbursement to be effected by payment in
full from the cash collateral account described in Section 4(i) hereof or by
wire transfer of immediately available funds, or any combination of the
foregoing). The parties hereto expressly acknowledge and agree that the
agreement of the Borrower in the preceding two sentences does not affect or
abrogate any of the obligations of the Lenders to the Administrative Agent to
participate in any such draws under the Letter of Credit. The parties hereto
further expressly acknowledge and agree that the agreements of the
Administrative Agent and the Lenders herein shall not in any manner restrict or
impair any rights or remedies available to them with respect to any Persons
other than the Borrower and other Persons guaranteeing the Obligations or
providing collateral security therefor.
SECTION 3. OTHER AGREEMENTS. To induce the Administrative Agent
and Lenders to enter into this Agreement, the Borrowers hereby agree as follows:
(a) During the period from the Effective Date and continuing
until the Termination Date, the Applicable Margin shall be (i) with respect to
Advances outstanding under the Term Loan A and the Revolver Loan shall be
3.75% per annum for LIBOR Advances and 2.75% per annum for Base Advances and
(ii) with respect to Advances under the Term Loan B, 4.00% per annum for LIBOR
Advances and 3.00% per annum for Base Advances, provided that, notwithstanding
the foregoing, if there exists a Default or Event of Default other than the
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Anticipated Defaults, no LIBOR borrowings shall be available to the Borrower.
During the period from the Effective Date until the Termination Date, while
interest will accrue at the rates described above with respect to the
Applicable Margin, the Borrower will pay interest at the rates per annum and
at the times provided in the Credit Agreement. The aggregate additional amount
of interest owned hereunder as a result of the increase in interest rate set
forth in this Section 3(a) shall be due and payable on the Termination Date.
(b) On the Effective Date and continuing until the Termination
Date, all notices to be provided to the Administrative Agent shall be provided
as follows:
Xxxxxxx X. Xxxxxxxxxxx, XX
Bank of America, N.A.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.
Attention: Xxxxxxx Xxxxxxx
5400 Renaissance Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
(c) On the Effective Date and continuing until the Termination
Date, the Borrower will deliver to the Administrative Agent the following
financial reports, in each case in form and detail satisfactory to the
Administrative Agent:
(i) on the Business Day closest to the 15th of every
month and on the last Business Day of every month, a 13-week rolling cash flow
liquidity forecast (including forecasting of receipts and disbursements);
(ii) on the last Business Day of every month, a variance
report delineating all material variances from the prior week's forecast of
receipts and disbursements; and
(iii) any other information or reports from time to time
requested by Administrative Agent, its counsel or its financial advisers.
(d) On the Effective Date and continuing until the Termination
Date, Borrower will, and will cause each of the Parent and their Subsidiaries
(other than Subsidiaries organized under the Laws of the country other than the
United States), to grant a prior first perfected Lien on any of the assets of
the Borrower, the Parent or their Subsidiaries requested by the Administrative
Agent or the Majority Lenders for the benefit of the Administrative Agent and
the Lenders to
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secure the Obligations, (including, without limitation, all cash, cash
equivalents and deposit accounts of the Parent, the Borrower and their
Subsidiaries), provided that, notwithstanding the foregoing, (i) no foreign
organized Subsidiary of the Parent or the Borrower will be required to xxxxx x
Xxxx on any of its assets, (ii) with respect to any Capital Stock owned by the
Borrower, the Parent, any of their foreign organized Subsidiaries, such pledge
will be limited to 65% of the aggregate outstanding issued amount of Capital
Stock of such foreign organized Subsidiary, (iii) the Borrower will pledge its
interest in 65% of the Capital Stock of the Canada Sub, but such pledge will be
a second Lien, and (iv) the Borrower will use its best efforts to grant a prior
first perfected Lien on twenty additional leasehold mortgages (or leasehold
deeds of trust) requested by the Administrative Agent.
SECTION 4. PROCEEDS OF ASSET SALES. On the Effective Date and
continuing until the Termination Date, the Borrower shall use the Net Proceeds
of sales of assets or Properties by the Borrower, the Parent or any of their
Subsidiaries (which for purposes of this Agreement shall not exclude asset
sales in the ordinary course of business, but provided that no such sales of
assets or Properties by the Parent, the Borrower or any of their Subsidiaries
shall be permitted except as set forth in Section 5 hereof) as follows: (i)
first, to establish a $2,500,000 cash collateral account to secure the
Obligations, including but not limited to any letter of credit reimbursement
obligations, in accordance with the terms of a Restricted Cash Collateral
Account Agreement executed by the parties in the form attached hereto as
Exhibit A, and (ii) second, to establish a $200,000 retainer for the benefit of
Special Counsel in connection with the continued legal expenses and legal fees
and the consulting fees of Deloitte Consulting associated with the Loans. To
the extent that the Borrower consummates the sale of ceratin of the St. Louis,
Missouri Collocation Facilities or any other sales of assets and Properties by
the Parent, the Borrower and their Subsidiaries, the Net Proceeds shall be
applied as described above to the extent there has not already been an asset
sale or there has been an asset sale that did not generate funds adequate to
fund the referenced account and retainer. Any additional Net Proceeds from such
sale of the St. Louis, Missouri Collocation Facilities and all other Net
Proceeds from all other sales of assets and Properties by the Borrower, the
Parent or any of their Subsidiaries will be applied in the following order: (x)
to immediately prepay the scheduled amortization of the Obligations due on
December 31, 2001, such prepayment to be in an aggregate amount equal to
$7,321,864.00 (each Lender agrees that such prepayment application in the order
of maturity is specifically permitted by the Lender hereunder), (y) to
reimburse the Borrower for all amounts paid by the Borrower between November 1,
2001 and November 15, 2001 for the reimbursement of the Administrative Agent
for its fees and expenses of counsel and consultants in accordance with the
terms of the Credit Agreement, and (z) to the extent of any remaining Net
Proceeds, to prepay the Revolver Loan, the Term Loan A and the Term Loan B,
ratably. Such prepayments amounts under subsection (z) above shall be applied
to installments due in the inverse order of maturity with respect to Term Loan A
and Term Loan B, and shall not affect the scheduled reductions of the
Commitment required by Section 2.11(b) of the Credit Agreement. Notwithstanding
the foregoing, if (A) the Borrower sells the Collocation Facilities located in
Beaumont, Texas in accordance with the provisions of Section 5 below, (B) all
preceding requirements of this Section 4 have been satisfied except subsection
(z) above and (C) amounts in the cash collateral account described in (i) above
are not less than $2,500,000, the Borrower may retain for its own use an amount
equal to 20% of the Net Proceeds of the sale of
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the Collocation Facilities located in Beaumont, Texas, and the remaining 80% of
such Net Proceeds must be applied in accordance with the terms of subsection (2)
above. Any prepayment amounts applied to the Revolver Loan in accordance with
this Section 4 shall permanently reduce the Commitment.
Section 5. PERMITTED ASSETS SALES. On the Effective Date and
continuing until the Termination Date, so long as (a) there exists no Default or
Event of Default both before and after giving effect to such sale (except the
Anticipated Defaults), (b) the gross proceeds of each such sale of assets are in
cash only, the Net Proceeds are distributed in accordance with the terms of
Section 4 hereof and the Borrower is in full compliance with the terms of
Section 4 hereof and this Agreement, and (c) all gross proceeds and other monies
from the buyer of any such assets and Properties are wired directly to the
Administrative Agent (and not to the Borrower, the Parent, any of their
Subsidiaries or any other Person) pursuant to instructions from the Borrower and
its Subsidiaries whereupon the Administrative Agent shall distribute such funds
as set forth in Section 4 hereof,
(i) the Borrower may consummate the sale of its Collocation
Facilities in St. Louis, Missouri, described on Schedule II hereof,
provided that, (x) gross cash proceeds related to such asset sale are
not less than $21,000,000 and (y) such asset sale is consummated in
strict accordance with the terms of that certain Purchase and Sale
Agreement executed by the Borrower and the buyer, dated as of October
4, 2001, as amended by that certain First Amendment to Purchase and
Sale Agreement, dated as of November 7, 2001, as in effect on November
8, 2001 and
(ii) the Borrower may consummate the sale of its Collocation
Facilities owned by the Borrower in Beaumont, Texas, as described on
Schedule III hereto, provided that, (x) gross proceeds related to such
asset sale are not less than $300,000, and (y) such asset sale is
consummated in strict accordance with the terms of that certain
Purchase and Sale Agreement, executed by the Borrower and the buyer,
dated as of September 17, 2001.
In connection with any asset sale permitted by this Section 5 or otherwise
consented to by the Lenders in accordance with the terms of the Credit
Agreement, the Administrative Agent is hereby authorized by each Lender to (i)
execute any and all releases deemed appropriate by it to release such assets of
the Borrower, the Parent and their Subsidiaries constituting Collateral from all
Liens and security interests securing all or any portion of the Obligations,
(ii) return to the Borrower any such Collateral in the possession of the
Administrative Agent, and (iii) take such other action as the Administrative
Agent deems necessary or appropriate in connection with such transaction and in
furtherance of the effectuation thereof.
Section 6. PROHIBITED ACTIONS. On the Effective Date and
continuing until the Termination Date, the Borrower shall not, and shall not
permit the Parent or any of their Subsidiaries to (a) make any Restricted
Payment, except scheduled payments on seller Debt made by the Borrower, and only
as described and in such amounts as set forth on Schedule IV
5
hereto, (b) make any new Investments other than Investments permitted under
Sections 8.04(a) through (d), Section 8.04(f), Section 8.04(i)(B) and Section
8.04(j) of the Credit Agreement, or Investments constituting Capital
Expenditures permitted by subsection (i) of this Section 6, (c) incur any
additional Debt, except incurred in the ordinary course of business by the
Borrower in the form of accounts payable and accrued expenses, (d) grant or
otherwise permit any new Liens to exist (except Liens described in subsections
(a) through (f) of the definition of Permitted Liens in the Credit Agreement),
(e) sell, transfer or otherwise dispose of any assets other than as permitted
under Section 5 hereof without the consent of each Lender, (f) enter into any
Affiliate transactions, (g) enter into any Synthetic Leases, (h) merge or
consolidate with any Person or (i) make any Capital Expenditure or
acquisition, except the purchase of immaterial office supplies and equipment
from time to time and other Capital Expenditures made during the term of this
Agreement in an amount not more than $4,500,000 in the aggregate.
Section 7. RELEASE
(a) Borrower, the Parent, and each of their Subsidiaries
(collectively, the "Borrower Parties") hereby unconditionally and irrevocably
remises, acquits, and fully and forever releases and discharges the
Administrative Agent and the Lenders and all respective Affiliates, Bank
Affiliates and Subsidiaries of the Administrative Agent and the Lenders, their
respective officers, servants, employees, agents, attorneys, financial
advisors, principals, directors and shareholders, and their respective heirs,
legal representatives, successors and assigns (collectively, the "Released
Lender Parties") from any and all claims, demands, causes of action,
obligations, remedies, suits, damages and liabilities of any nature whatsoever,
whether now known, suspected or claimed, whether arising under common law, in
equity or under stature, which any Borrower Party ever had or now has against
the Released Lender Parties which may have arisen at any time on or prior to
the date of this Agreement and which were in any manner related to any of the
Loan Papers or the enforcement or attempted enforcement by the Administrative
Agent or the Lenders of rights, remedies or recourses related thereto
(collectively, the "Borrower Claims").
(b) Each Borrower Party covenants and agrees never to commence,
voluntarily aid in any way, prosecute or cause to be commenced or prosecuted
against any of the Released Lender Parties any of the Borrower Claims which may
have arisen at any time on or prior to the date of this Agreement and were in
any manner related to any of the Loan Papers.
(c) The agreements of each Borrower Party set forth in this Section 7
shall survive termination of this Agreement and the other Loan Papers.
Section 8. CONDITIONS PRECEDENT. The parties hereto agree that no
provision of this Agreement shall be effective until (a) the Administrative
Agent shall have received a copy of this Agreement executed and delivered by
each of the Loan Parties made signatory hereto and by each Lender required by
the Credit Agreement for the effectiveness of such provision hereof, (b) the
Administrative Agent shall have received an opinion of counsel to the Parent,
the Borrower and their Subsidiaries in form and substance satisfactory to the
Administrative Agent and Lenders (such opinion to include, without limitation,
enforceability of this Agreement and no conflict with Parent's, Borrower's and
their Subsidiaries' material
6
agreements), and (c) all fees and expenses in connection with the Loan Papers,
including this Agreement, including legal and other professional fees and
expenses incurred on or prior to the date of this Agreement by Administrative
Agent, including, without limitation, the fees and expenses of Xxxxxxxx Xxxxxxxx
& Xxxxxx P.C. and Deloitte Consulting, shall have been paid.
SECTION 9. REPRESENTATIONS AND WARRANTIES. To induce the
Administrative Agent and the several Lenders parties hereto to enter into this
Agreement and to grant the forbearance contained herein, the Parent and the
Borrower jointly and severally represent and warrant to the Administrative Agent
and the Lenders as follows:
(a) AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Loan Parties of this Agreement have been duly authorized by
all necessary partnership, corporate or limited liability company action, as
applicable, and do not and will not (i) contravene the terms of any charter
documents of any Loan Party, (ii) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing any
contractual obligation to which any Loan Party is a party or any order,
injunction, writ or decree of any governmental authority to which any Loan Party
is a party or its property is subject, or (iii) violate any requirement of Law.
(b) GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization or other action by, or notice to, or filing with or approvals
required under state blue sky securities laws or by any governmental authority
is necessary or required in connection with the execution, delivery, performance
or enforcement of this Agreement.
(c) NO DEFAULT. Other than the Anticipated Defaults, no Default or
Event of Default exists under any of the Loan Papers. No Loan Party is in
default under or with respect to (i) its charter documents or (ii) any material
contractual obligation of such Person. The execution, delivery and performance
of this Agreement shall not result in any default under any contractual
obligation of any Loan Party in any respect.
(d) BINDING EFFECT. This Agreement constitutes the legal, valid
and binding obligations of the Loan Parties that are parties thereto,
enforceable against such Loan Parties in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles of general applicability.
(e) REPRESENTATIONS AND WARRANTIES. Except with respect to the
existence of the Anticipated Defaults, the representations and warranties set
forth in the Credit Agreement and the other Loan Papers are true and correct in
all material respects on and as of the Effective Date, as if such
representations and warranties were being made on and as of the Effective Date.
SECTION 10. MISCELLANEOUS.
(a) RATIFICATION AND CONFIRMATION OF LOAN PAPERS. Except as
specifically modified by this Agreement, the terms, provisions, conditions and
covenants of the Credit Agreement and the other Loan Papers remain in full force
and effect and are hereby ratified and
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confirmed, and the execution, delivery and performance of this Agreement shall
not in any manner operate as a waiver of, consent to or amendment of any other
term, provision, condition or covenant of the Credit Agreement or any other Loan
Paper. Without limiting the generality of the foregoing, the forbearance
provided by this Agreement shall not be deemed to constitute a waiver of
compliance or consent to noncompliance by any of the Loan Parties with respect
to any other term, provision, condition or covenant of the Credit Agreement or
other Loan Papers.
(b) AFFIRMATION OF GUARANTEES. Notwithstanding that such consent
is not required thereunder, the Parent, the Borrower and the Subsidiaries of the
Parent and the Borrower hereby consent to the execution and delivery of this
Agreement by the parties hereto and reaffirm their respective obligations under
each of their respective Guaranties.
(c) LIENS. The Parent, the Borrower and the Subsidiaries agree
hereby that all Liens, security interests, assignments, superior titles, rights,
remedies, powers, equities and priorities securing the Obligations including but
not limited to those under the Loan Papers are hereby ratified and confirmed as
valid, subsisting and continuing to secure the Obligations, and this Agreement
shall not affect the priority of such Liens. Nothing in this Agreement shall in
any manner diminish, impair or extinguish any of the Liens securing the
Obligations, the Guaranties, or the other Loan Papers or be construed as a
novation in any respect.
(d) HEADINGS. Section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose or be given any substantive effect.
(e) APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
(f) COUNTERPARTS AND EFFECTIVE DATE. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. The Effective Date shall occur
when the conditions precedent set forth in Section 8 of this Agreement have been
satisfied in full with respect to any provision of this Agreement (the
"Effective Date").
(g) FINAL AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND OTHER LOAN PAPERS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Limited
Forbearance Agreement to be duly executed and delivered by their proper and duly
authorized officers effective as of the day and year first above written.
THE BORROWER:
PINNACLE TOWERS INC.
/s/ Xxxxxx X. Xxxx
-------------------------------------------
By: Xxxxxx X. Xxxx
--------------------------------------
Its: Vice President, Treasurer,
Assistant Secretary
--------------------------------------
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
/s/ Xxxxxxx X. Xxxxxxxxxxx, XX
-------------------------------------------
By: Xxxxxxx X. Xxxxxxxxxxx, XX
--------------------------------------
Its: Managing Director
--------------------------------------
LENDERS:
BANK OF AMERICA, N.A., individually as a
Lender
/s/ Xxxxxxx X. Xxxxxxxxxxx, XX
-------------------------------------------
By: Xxxxxxx X. Xxxxxxxxxxx, XX
--------------------------------------
Its: Managing Director
--------------------------------------
FLEET NATIONAL BANK (f/k/a
BANKBOSTON, N.A)
Xxxxxx (Xxx) Xxxxxxx
-------------------------
By: Xxxxxx (Xxx) Xxxxxxx
--------------------
Its: Vice President
--------------------
BANKERS TRUST COMPANY
/s/ Xxxx Xxxxxx
----------------------
By: Xxxx Xxxxxx
-----------------
Its: Director
-----------------
SOCIETE GENERALE
/s/ Xxxx Xxxxx
----------------------
By: Xxxx Xxxxx
-----------------
Its: Director
-----------------
UNION BANK OF CALIFORNIA, N.A.
/s/ Xxxxx X. Xxxxxx
----------------------
By: Xxxxx X. Xxxxxx
-----------------
Its: Vice President
----------------
KEY CORPORATE CAPITAL INC.
/s/ Xxxxxxx X. Xxxxx
-------------------------
By: Xxxxxxx X. Xxxxx
--------------------
Its: S.V.P.
--------------------
COBANK, ACB
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
By: Xxxxxx X. Xxxxxxxx
----------------------
Its: Vice President
----------------------
CREDIT LYONNAIS NEW YORK BRANCH
/s/ XXXXXXX XXXXXXXX
----------------------------------------
BY: XXXXXXX XXXXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
THE BANK OF NOVA SCOTIA
/s/ XXXX X. XXXXXXXXXXXXX
----------------------------------------
BY: P. A. XXXXXXXXXXXXX
-----------------------------------
ITS: AUTHORIZED SIGNATORY
-----------------------------------
DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
/s/ XXXX X. XXXXXXX
----------------------------------------
BY: XXXX X. XXXXXXX
-----------------------------------
ITS: DIRECTOR
-----------------------------------
/s/ XXXXX X. XXXXXXXXX
----------------------------------------
BY: XXXXX X. XXXXXXXXX
-----------------------------------
ITS: ASSOCIATE
-----------------------------------
U.S. BANK NATIONAL ASSOCIATION (f/k/a
FIRSTAR BANK, N.A. f/k/a MERCANTILE
BANK NATIONAL ASSOCIATION)
/s/ XXXXXXX X. BEST
----------------------------------------
BY: XXXXXXX X. BEST
-----------------------------------
ITS: BANKING OFFICER
-----------------------------------
DEXIA CREDIT LOCAL (f/k/a CREDIT LOCAL
DE FRANCE - NEW YORK AGENCY)
/s/ XXXX XXXXXXXX
----------------------------------------
BY: XXXX XXXXXXXX
-----------------------------------
ITS: GENERAL MANAGER
-----------------------------------
/s/ XXXXXX X. XXXXXXXXX
----------------------------------------
BY: XXXXXX X. XXXXXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
IBM CREDIT CORPORATION
/s/ XXXXXX X. XXXXXX
----------------------------------------
BY: XXXXXX X. XXXXXX
-----------------------------------
ITS: MANAGER OF CREDIT
-----------------------------------
THE CIT GROUP/EQUIPMENT FINANCIAL, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
BY: Xxxxxxx X. Xxxxxxx
-----------------------------------
ITS: Vice President
-----------------------------------
ALLFIRST BANK
----------------------------------------
BY:
-----------------------------------
ITS:
-----------------------------------
XXXXXXX BANK
/s/ Xxxx X. Xxxxxx
----------------------------------------
BY: Xxxx X. Xxxxxx
-----------------------------------
ITS: Vice President
-----------------------------------
CITIZENS BANK OF MASSACHUSETTS
/s/ XXXX XXXXXX
----------------------------------------
BY: XXXX XXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
XXXXXXX XXXXX BANK, FSB
/s/ XXXXXX X. XXXXX, XX.
----------------------------------------
BY: XXXXXX X. XXXXX, XX.
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
XXXXXX FINANCIAL, INC.
/s/ Xxxxx Xxxxxx
----------------------------------------
BY: Xxxxx Xxxxxx
-----------------------------------
ITS: Assistant Vice President
-----------------------------------
PILGRIM PRIME RATE TRUST
BY: ING PILGRIM INVESTMENTS INC.
AS ITS INVESTMENT MANAGER
/s/ XXXXXX X. XXXXXX
----------------------------------------
BY: XXXXXX X. XXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
PILGRIM AMERICA HIGH INCOME
INVESTMENTS INC. LTD.
BY: ING PILGRIM INVESTMENTS, INC.
AS ITS INVESTMENT MANAGER
/s/ XXXXXX X. XXXXXX
----------------------------------------
BY: XXXXXX X. XXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
SEQUILS PILGRIM - I Ltd.
By: ING Pilgrim Investments Inc.
as its investment manager
By: /s/ XXXXXX X. XXXXXX
--------------------
Name: XXXXXX X. XXXXXX
Title: Vice President
PPM SPYGLASS FUNDING TRUST
/s/ Xxx X. Xxxxxx
---------------------
By: XXX X. XXXXXX
----------------
Its: AUTHORIZED AGENT
----------------
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------
By: Xxxxxx X. Xxxxxxxx
----------------------------
Its: Executive Director
----------------------------
KZH ING-1 LLC
/s/ Xxxxxxxx Xxxxxx
--------------------------------
By: Xxxxxxxx Xxxxxx
----------------------------
Its: Authorized Agent
----------------------------
KZH ING-2 LLC
/s/ Xxxxxxxx Xxxxxx
--------------------------------
By: Xxxxxxxx Xxxxxx
----------------------------
Its: Authorized Agent
----------------------------
SEQUILS-ING 1 (HBEDGM), LTD.
By: ING Capital Advisors, LLC,
as Collateral Manager
/s/ XXXXXX X. XXXXXX
---------------------------
By: XXXXXX X. XXXXXX
----------------------
Its: VICE PRESIDENT &
SENIOR CREDIT ANALYST
----------------------
TORONTO DOMINION (NEW YORK), INC.
/s/ XXXX XXXXXX
---------------------------
By: XXXX XXXXXX
----------------------
Its: VICE PRESIDENT
----------------------
