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EXHIBIT 10.28
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of March 9, 2000, by and among SpectraSite Communications,
Inc., a Delaware corporation (the ABorrower@), SpectraSite Holdings, Inc., a
Delaware corporation ("Holdco"), CIBC World Markets Corp. and Credit Suisse
First Boston, as arrangers (the "Arrangers"), Credit Suisse First Boston, as
syndication agent (the "Syndication Agent"), Canadian Imperial Bank of Commerce,
as administrative agent (the "Administrative Agent"), Canadian Imperial Bank of
Commerce, as collateral agent (the "Collateral Agent") and the other Credit
Parties signatory hereto (the "Credit Parties").
W I T N E S S E T H:
WHEREAS, the Borrower, Holdco, the Arrangers, the Syndication
Agent, the Administrative Agent, the Collateral Agent and the Credit Parties are
parties to that certain Credit Agreement dated as of April 20, 1999, as amended
by that certain First Amendment to Credit Agreement dated as of August 23, 1999,
as further amended by that certain Second Amendment to Credit Agreement dated as
of December 22, 1999, as further amended by that certain Third Amendment to
Credit Agreement dated as of February 14, 2000 (as the same may be further
amended, restated, supplemented or otherwise modified from time to time, the
ACredit Agreement@); and
WHEREAS, the Borrower and Holdco have requested, and the
Arrangers, the Syndication Agent, the Administrative Agent, the Collateral Agent
and the Credit Parties have agreed, to amend the Credit Agreement as and to the
extent set forth herein;
NOW THEREFORE, in consideration of the premises set forth above,
the terms and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Credit Agreement, as amended hereby, except as
otherwise defined or limited herein, and further agree, subject to the
conditions precedent to this Amendment hereinafter set forth, as follows:
1. Amendments to Article 1.
(a) Article 1 of the Credit Agreement, Definitions,
is hereby modified and amended by adding the following new definitions to be
placed in appropriate alphabetical order:
"Additional Xxxxxxxx Xxxxxx" shall mean up to 250 Towers
(such number being subject to increase or decrease based on
negotiations between the Borrower and Telecorp) to be constructed
or acquired by the Borrower, from time to time, for lease
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to Telecorp pursuant to the future tower commitment set forth in
the Telecorp Purchase Documents.
"Fourth Amendment" shall mean the Fourth Amendment to
this Agreement dated as of March ___, 2000.
"Holdco 2010 Notes" shall mean shall mean the Senior
Notes and the Senior Discount Notes, in each case due 2010 issued
by Holdco pursuant to the terms and conditions of the Indenture
For 2010 Notes.
"Holdco Equity Offering" shall mean the issuance and sale
by Holdco of 25,645,000 shares of its common Capital Stock that
was consummated on or about February 1, 2000.
"Indenture For 2010 Notes" shall mean, collectively, that
certain Senior Notes Indenture to be entered into by Holdco, as
issuer, and United States Trust Company of New York, as trustee,
in respect of the Holdco 2010 Notes, and that certain Senior
Discount Notes Indenture to be entered into by Holdco, as issuer,
and United States Trust Company of New York, as trustee, in
respect of the Holdco 2010 Notes, which Indentures shall provide,
among other things, that (a) interest payable on the Holdco 2010
Notes may be paid at a coupon no greater than, (i) with respect to
the Senior Notes, 12.5%, and (ii) with respect to the Senior
Discount Notes, 14.5%, (b) interest shall not be payable with
respect to more than $200,000,000 of the Holdco 2010 Notes prior
to the expiration of the Five Year PIK Period except from a
Pre-Funded Interest Account, and (c) the Holdco 2010 Notes shall
have no required cash redemptions (other than customary change of
control redemption provisions) or principal maturities prior to
the Tranche B Maturity Date.
"Target Acquisition" shall mean that certain Acquisition
of Tower Assets in conjunction with up to 110 Tower Sites, which
shall be consummated by the Borrower on terms and conditions
reasonably satisfactory to the Administrative Agent, for an
aggregate Purchase Price not to exceed $180,000,000.
"Telecorp" shall mean Telecorp PCS, Inc., a [_________]
corporation.
"Telecorp Acquisition" shall mean the Acquisition by the
Borrower of certain Tower Assets from Telecorp including
approximately 205 Tower Sites for an aggregate Purchase Price of
approximately $61,500,000, and the related lease to Telecorp,
under a master lease agreement, of space on such Towers (and any
Additional Xxxxxxxx Xxxxxx) and ground space on the land in the
vicinity of such Towers (and any Additional Xxxxxxxx Xxxxxx),
pursuant to the terms and conditions of the Telecorp Purchase
Documents.
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"Telecorp Purchase Documents" shall mean the documents
relating to the Telecorp Acquisition, which shall contain terms
and conditions reasonably satisfactory to the Administrative
Agent, as such documents may be amended from time to time,
together with all schedules and exhibits thereto and other
documents executed in connection therewith.
"UK Investment" shall mean the Investment (including the
purchase of approximately fifty percent (50%) of the issued and
outstanding equity interests in such joint venture) by Holdco,
directly or indirectly, in a joint venture with an entity
organized under the laws of the United Kingdom and having a market
capitalization in excess of $5,000,000,000, for the purpose of
engaging in the business of owning, leasing, managing,
Abuilding-out@ and constructing Towers in the United Kingdom and
Europe, in an aggregate amount not to exceed, (a) with respect to
stock consideration, $100,000,000 in common Capital Stock of
Holdco (or assets of Holdco acquired in connection with the
issuance of such Capital Stock), and (b) with respect to cash
consideration, $100,000,000 in cash.
"UK Acquisition Documents" shall mean the documents
relating to the UK Investment, as amended from time to time, and
all schedules and exhibits thereto and other documents executed in
connection therewith."
(b) Article 1 of the Credit Agreement, Definitions,
is hereby further modified and amended by deleting the existing definition of
AIndentures@ and by substituting the following in lieu thereof:
"Indentures" shall mean, collectively, the Indenture For
2008 Notes, the Indenture For 2009 Notes and the Indenture For
2010 Notes."
(c) Article 1 of the Credit Agreement, Definitions,
is hereby further modified and amended by deleting the existing definition of
APre-Approved Transactions@ and by substituting the following in lieu thereof:
"Pre-Approved Transactions= shall mean, collectively, the
Apex Acquisition, the DigiPH Acquisition, the UbiquiTel
Investment, the AirTouch Acquisition, the UK Investment, the
Nextel 2 Acquisition, the Telecorp Acquisition and the
Acquisitions described in Sections 8.5(xiii) and (xv) hereof."
(d) Article 1 of the Credit Agreement, Definitions,
is hereby further modified and amended by deleting the existing definition of
"Pre-Approved Transaction Documents" and by substituting the following in lieu
thereof:
"Pre-Approved Transaction Documents= shall mean,
collectively, the Westower Merger Agreement, the NTA Investment
Documents, the Apex Acquisition Documents, the DigiPH Purchase
Documents, the UbiquiTel Investment Documents,
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the AirTouch Purchase Documents, the Nextel 2 Purchase
Documents, UK Investment Documents, the Telecorp Purchase
Documents, the documents relating to the acquisition of
Additional Nextel Towers and the documents relating to the
Acquisitions described in Section 8.5(xiii) and (xv) hereof
(including all schedules and exhibits thereto)."
(e) Article 1 of the Credit Agreement, Definitions,
is hereby further modified and amended by adding the following sentence at the
end of the existing definition of "Subsidiary":
"Notwithstanding anything contained in the foregoing to
the contrary, neither the UK Investment nor any entity formed for
the purpose of making the UK Investment that is owned, directly or
indirectly, by Holdco shall be deemed a Subsidiary of Holdco or
the Borrower for purposes of this Agreement."
2. Amendment to Section 2.7. Section 2.7 of the Credit Agreement,
Mandatory Repayments, is hereby modified and amended by deleting the
parenthetical beginning in the second line of subsection (c) and by substituting
the following in lieu thereof:
"(other than the issuance of the Holdco 2009 Notes in an
amount not to exceed $340,003,656 and the issuance of the Holdco
2010 Notes in an amount not to exceed $500,000,000)"
3. Amendment to Section 5.1. Section 5.1(h) of the Credit
Agreement, Title to Assets, is hereby modified and amended by deleting the last
sentence therefrom and by substituting the following in lieu thereof:
"Tower Sub does not own any material Assets other than Tower
Assets comprising the Nextel Collateral and Tower Space Lease
Agreements with Co-Locators on Towers comprising the Nextel
Collateral, and Holdco does not own any material Assets other than
(i) the Capital Stock of the Borrower, (ii) the UK Investment (or
the Capital Stock of any entity formed for the purpose of making
the UK Investment), (iii) the Capital Stock of any shell
Subsidiary formed by Holdco solely for the purpose of consummating
any Permitted Acquisition, and (iv) on the closing date of any
Permitted Acquisition, the Capital Stock of any target company
acquired in connection with such Permitted Acquisition immediately
prior to the contribution of such Capital Stock to the Borrower."
4. Amendment to Section 6.2. Section 6.2 of the Credit Agreement,
Business; Compliance with Applicable Law, is hereby amended by deleting the
second sentence therefrom and substituting the following in lieu thereof:
"Holdco will engage solely in the business of holding the
Capital Stock of (a) the Borrower, (b) the UK Investment (or the
Capital Stock of any entity formed for
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the purpose of making the UK Investment), (c) any shell
Subsidiary formed by Holdco solely for the purpose of
consummating any Permitted Acquisition, and (d) on the closing
date of any Permitted Acquisition, any target company
acquired in connection with such Permitted Acquisition
immediately prior to the contribution of such Capital Stock to the
Borrower."
5. Amendments to Section 6.16.
(a) Section 6.16 of the Credit Agreement, Covenants
Regarding Formation of Subsidiaries and the Making of Investments and
Acquisitions, is hereby modified and amended by deleting the parenthetical
beginning after the words Asuch Subsidiary or Person@ in clause (b) of the
first sentence and by substituting the following in lieu thereof:
"(other than (i) the Foreign Westower Subsidiaries, in which case
the pledge shall be of sixty-five percent (65%) (or in the case of
Westower Highlight Do Brazil, sixty percent (60%)) of the Capital
Stock of such Subsidiary and (ii) the UK Investment (or the
Capital Stock of any entity formed for the purpose of making the
UK Investment))"
(b) Section 6.16 of the Credit Agreement, Covenants
Regarding Formation of Subsidiaries and the Making of
Investments and Acquisitions, is hereby further modified and amended by
inserting A(other than the UK Investment (or the Capital Stock of any entity
formed for the purpose of making the UK Investment))@ immediately following the
words Aafter the Agreement Date@ in the second sentence thereof.
6. Amendment to Article 6. Article 6 of the Credit Agreement,
Affirmative Covenants, is hereby modified and amended by adding the following
new Section 6.17 at the end thereof:
"Section 6.17 Special Purpose Vehicles. The Borrower shall
form one or more special purpose Subsidiaries (the ASPVs") for the
purpose of holding and making Acquisitions of Tower Assets
permitted under Section 8.5 hereof, and with respect to all such
Acquisitions completed on and after March ___, 2000, the Borrower
shall, and shall cause each of its Subsidiaries to, contribute all
Towers and Tower Assets acquired by the Borrower or such
Subsidiary to an SPV. The Borrower shall comply with Section 6.16
hereof in respect of each SPV. Notwithstanding anything to the
contrary contained in this Agreement, the following provisions
shall apply with respect to SPVs: (a) any SPV may transfer Tower
Assets to Tower Sub to the extent that such Tower Assets shall
constitute Future Nextel Towers; (b) none of the SPVs may make
Investments otherwise permitted to be made by Subsidiaries of the
Borrower pursuant to Section 8.2 or 8.5(v) hereof; (c) none of the
SPVs may liquidate or dissolve itself (or suffer any liquidation
or dissolution), or enter into any merger, consolidation or other
business combination (except with another SPV), otherwise
permitted to be made by Subsidiaries of the Borrower pursuant to
Section
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8.5(ii) hereof; (d) none of the SPVs may form
Subsidiaries; (e) SPVs may transfer Assets freely amongst
themselves, but not to the Borrower or any other Subsidiary of the
Borrower that does not constitute an SPV; (f) none of the SPVs
shall create, assume, incur or remain obligated in respect of, or
permit to be outstanding, any Indebtedness except for trade or
accounts payable and other obligations, and accrued expenses,
incurred in the ordinary course of business, other than for
borrowed money; and (g) none of the SPVs shall be obligated in
respect of any Guaranty of the performance obligations of the
Borrower or any of its Subsidiaries (other than under the Loan
Documents). Neither Tower Sub nor California Sub shall be deemed
SPVs for purposes of this Agreement."
7. Amendments to Section 8.1.
(a) Section 8.1 of the Credit Agreement, Indebtedness,
is hereby modified and amended by deleting clause (i) from subsection (h) and by
substituting the following in lieu thereof:
"(i) Indebtedness represented by the Holdco 2008 Notes, the Holdco
2009 Notes and the Holdco 2010 Notes,"
(b) Section 8.1 of the Credit Agreement, Indebtedness, is
hereby further modified and amended by deleting
clause (iii) from subsection (h) and by substituting the following in lieu
thereof:
"(iii) accrual of interest, accrual of dividends, the accretion of
accreted value, the payment of interest in the form of additional
Indebtedness and the payment of dividends in the form of
additional shares in respect of the Holdco 2008 Notes, the Holdco
2009 Notes, the Holdco 2010 Notes or any other Permitted
High-Yield Securities,"
(c) Section 8.1 of the Credit Agreement, Indebtedness, is
hereby further modified and amended by deleting
the phrase Aeither of the Indentures" from clause (iv) of subsection (h) and by
substituting Aany of the Indentures" in lieu thereof.
8. Amendments to Section 8.5.
(a) Section 8.5 of the Credit Agreement, Liquidation;
Merger; Acquisition or Disposition of Assets, is hereby modified and amended by
deleting existing subsection (xii) thereof and substituting the following in
lieu thereof:
"(xii) so long as no Default or Event of Default then
exists or would be caused thereby, subject to compliance with
Sections 6.10 and 6.16 hereof, (A) the Borrower and its
Subsidiaries (other than Tower Sub and California Tower) may
consummate each of the Pre-Approved Transactions (other than the
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Acquisition, the UK Investment and the transaction described
in clause (xiii) below), and (B) the Borrower may construct
or purchase the Additional Xxxxxxxx Xxxxxx; provided, however,
that with respect to the Telecorp Acquisition, the Borrower
shall provide the Arrangers with evidence satisfactory to them
that Holdco shall have received at least $400,000,000 of
proceeds in connection with the issuance of the 2010 Notes (or, in
the alternative, provide the Arrangers and the Lenders
calculations demonstrating pro forma compliance with the Financial
Covenants after giving effect to the Telecorp Acquisition)."
(b) Section 8.5 of the Credit Agreement, Liquidation;
Merger; Acquisition or Disposition of Assets, is hereby further modified and
amended by adding the following new subsections (xiv) and (xv) at the end
thereof:
"(xiv) so long as no Default or Event of Default then
exists or would be caused thereby, and notwithstanding anything to
the contrary contained herein or in any Loan Document, Holdco may,
directly or indirectly, make and hold the UK Investment, so long
as the cash portion of the Purchase Price is from the Net Proceeds
received by Holdco in connection with the issuance of the Holdco
2010 Notes or the Holdco Equity Offering; and
"(xv) so long as (A) no Default or Event of Default then
exists or would be caused thereby, (B) the Borrower shall provide
the Arrangers with evidence satisfactory to them that Holdco shall
have received at least $400,000,000 of proceeds in connection with
the issuance of the 2010 Notes (or, in the alternative, provide
the Arrangers and the Lenders calculations demonstrating pro forma
compliance with the Financial Covenants after giving effect to
such Acquisition), and (C) the Borrower shall provide the
Administrative Agent with evidence satisfactory to it that the
revenue and cash flow acquired by the Borrower in connection with
the Target Acquisition shall have no material negative deviations
from the projected revenue and cash flow relating to the Target
Acquisition as set forth in the Borrower=s Projections delivered
to the Administrative Agent in connection with the Fourth
Amendment, the Borrower may, subject to compliance with Sections
6.10, 6.16 and 6.17 hereof, consummate the Target Acquisition."
9. Amendments to Section 8.7.
(a) Section 8.7 of the Credit Agreement, Restricted
Payments and Purchases, is hereby modified and amended by deleting clause (a)
and by substituting the following in lieu thereof:
"(a) (i) interest payments on the Holdco 2008 Notes and on the
Holdco 2009 Notes, (ii) interest payments on the Holdco 2010
Notes, and (iii) interest or dividend payments, as applicable, on
Permitted High-Yield Securities issued on or before the
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Agreement Date, in the case of clauses (i) and (iii), following
expiration of the Five Year PIK Period or from a
Pre-Funded Interest Account,"
(b) Section 8.7 of the Credit Agreement, Restricted
Payments and Purchases, is hereby further modified and
amended by deleting clause (e) and by substituting the following in lieu thereof
"(e) payments of >Additional Interest= (as that term is defined in
the Registration Rights Agreements entered into in connection with
the Holdco 2008 Notes, the Holdco 2009 Notes and the Holdco 2010
Notes) and any other comparable payments in respect of other
Permitted High-Yield Securities"
10. Amendment to Section 8.9. Section 8.9 of the Credit Agreement,
Corporate Name; Corporate Structure; Business, is hereby amended by deleting
subsection (b) therefrom and by substituting the following in lieu thereof:
"(b) with respect to the Borrower and its Subsidiaries,
engage in any businesses other than the Tower Operations and the
Other Operations and activities related or incident thereto, and
with respect to Holdco, engage in any business other than that of
holding the Capital Stock of (i) the Borrower, (ii) the UK
Investment (or the Capital Stock of any entity formed for the
purpose of making the UK Investment), (iii) any shell Subsidiary
formed by Holdco solely for the purpose of consummating any
Permitted Acquisition, and (iv) on the closing date of any
Permitted Acquisition, any target company acquired in connection
with such Permitted Acquisition immediately prior to the
contribution of such Capital Stock to the Borrower"
11. Amendment to Section 10.1. Section 10.1 of the Credit
Agreement, Events of Default (Senior Obligations), is hereby modified and
amended by deleting the phrase Aeither of the Indentures" from subsection (m)
and by substituting Aany of the Indentures@ in lieu thereof.
12. No Other Amendments, Waivers or Consents. Except for the
amendments, waivers and consents set forth above, the text of the Credit
Agreement and the other Loan Documents shall remain unchanged and in full force
and effect, and the Arrangers, the Syndication Agent, the Administrative Agent,
the Collateral Agent and the Credit Parties hereby reserve the right to require
strict compliance with the terms of the Credit Agreement and the other Loan
Documents in the future.
13. Conditions to Effectiveness. This Amendment shall be effective
as of the date first written above (the AEffective Date@) upon the following:
(a) The Administrative Agent=s receipt of a
counterpart hereof duly executed by the Borrower and Holdco, and by the Majority
Lenders;
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(b) With respect to issuance of the Holdco 2010 Notes, the
Arrangers" receipt of calculations demonstrating the Borrower=s
pro forma compliance with the Credit Agreement through the Tranche
B Maturity Date; and
(c) All of the representations and warranties of Holdco
and the Borrower set forth in the Credit Agreement and this
Amendment, other than those that are expressly made as of a
specific date, are true and correct in all material respects with
the same effect as though such representations and warranties had
been made on and as of the Effective Date as though made on and as
of such date.
14. Amendment Fee. The Borrower hereby agrees to pay, on the
Effective Date, to each Lender that delivers such Lender=s written consent to
this Amendment to counsel for the Administrative Agent prior to 5:00 p.m. (New
York time) on Thursday, March 9, 2000, an amendment fee in an amount equal to
one-tenth of one percent (0.10%) of such Lender=s Revolving Commitment and Term
Loans then outstanding.
15. Conditions Subsequent. As a condition subsequent to the
amendments set forth in this Amendment, the Borrower shall perform or cause to
be performed the following (the failure by the Borrower to so perform or cause
to be performed for any reason constituting an Event of Default under the Credit
Agreement):
(a) Collateral. Promptly following the closing date for
each of the Telecorp Acquisition and the Target Acquisition, the
Borrower shall execute and deliver to the Collateral Agent all
agreements, instruments and other items required to be so
delivered pursuant to Section 6.16 of the Credit Agreement,
including, without limitation, a collateral assignment of the
Telecorp Purchase Documents in favor of the Collateral Agent; and
(b) Definitive Documentation. Promptly upon the closing of
each of the Telecorp Acquisition and the Target Acquisition, the
Borrower shall deliver to the Arrangers a full set of copies of
the documents executed in connection with each such Acquisition.
Promptly upon consummation of the transactions contemplated in
connection with the issuance of the Holdco 2010 Notes, the
Borrower shall deliver to the Arrangers a full set of copies of
the Indenture For 2010 Notes, the Holdco 2010 Notes and all
documents executed in connection therewith.
16. Representations and Warranties. Each of the Borrower and
Holdco, for itself and on behalf of each of its Subsidiaries, agrees, represents
and warrants in favor of the Arrangers, the Syndication Agent, the
Administrative Agent, the Collateral Agent and the Credit Parties that:
(a) This Amendment has been executed and delivered by duly
authorized representatives of the Borrower and Holdco, and the
Credit Agreement, as modified and amended by this Amendment,
constitutes a legal, valid and binding obligation of
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the Borrower and Holdco and is enforceable against the Borrower
and Holdco in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally and by the
application of general equitable principles;
(b) Before and after giving effect to this Amendment, no
Default or Event of Default with respect to the Borrower or Holdco
has occurred and is continuing;
(c) As of the date hereof and after giving effect to the
issuance of the Holdco 2010 Notes, (i) the property of the
Borrower, at a fair valuation on a going concern basis, will
exceed its debt; (ii) the capital of the Borrower will not be
unreasonably small to conduct its business; and (iii) the Borrower
will not have incurred debts, or have intended to incur debts,
beyond its ability to pay such debts as they mature; and
(d) No event contemplated in connection with the issuance
of the Holdco 2010 Notes shall occur, which has not been consented
to or waived, the occurrence of which constitutes, or with the
passage of time or giving of notice or both would constitute, a
material default by Holdco, the Borrower or any of their
respective Subsidiaries under any material indenture, agreement or
other instrument, including, without limitation, the material
Necessary Authorizations and the Indentures, or any judgment,
decree or order, to which Holdco, the Borrower or any of their
respective Subsidiaries is a party or by which Holdco, the
Borrower or any of their respective Subsidiaries or any of their
respective properties may be bound or affected.
17. Effect on the Credit Agreement. Except as specifically
provided herein, the Credit Agreement shall remain in full force and effect, and
is hereby ratified, reaffirmed and confirmed. This Amendment shall be deemed to
be a Loan Document for all purposes.
18. Counterparts. This Amendment may be executed in any number of
separate counterparts and by the different parties hereto on separate
counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed to constitute one and the same instrument. In proving
this Amendment in any judicial proceedings, it shall not be necessary to produce
or account for more than one such counterpart signed by the party against whom
such enforcement is sought. Any signatures delivered by a party by facsimile
transmission shall be deemed an original signature hereto.
19. Law of Contract. THIS CONSENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment has been duly executed
as of the day and year first written above.
BORROWER: SPECTRASITE COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President
--------------------------------
Attest:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
HOLDCO: SPECTRASITE HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President
--------------------------------
Attest:
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Name:
--------------------------------
Title:
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ADMINISTRATIVE CANADIAN IMPERIAL BANK OF
AGENT: COMMERCE
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: Executive Director
--------------------------------
CIBC World Markets Corp. as Agent
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ARRANGERS: CIBC WORLD MARKETS CORP.
(f/k/a CIBC Xxxxxxxxxxx Corp.)
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: Executive Director
--------------------------------
CIBC World Markets Corp. as Agent
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------
Title: Director
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
--------------------------------
Title: Associate
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COLLATERAL AGENT: CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: Executive Director
--------------------------------
CIBC World Markets Corp. as Agent
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SYNDICATION AGENT: CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------
Title: Director
--------------------------------
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
--------------------------------
Title: Associate
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MANAGING AGENTS: BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------
Title: Director
--------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ P.A. Xxxxxxxxxxxxx
--------------------------------
Name: P.A. Xxxxxxxxxxxxx
--------------------------------
Title: Authorized Signatory
--------------------------------
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Kelehe
--------------------------------
Name: Xxxxxxx X. Kelehe
--------------------------------
Title: Vice President
--------------------------------
By: /s/ Xxxxx X. Haughne
--------------------------------
Name: Xxxxx X. Xxxxxxxx
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Title: Assistant Vice President
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TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxx Xxxxxx
--------------------------------
Name: Xxx Xxxxxx
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Title: Vice President
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00
XXXXX XXXX XX XXXXXXXXXX, N.A.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------
Title: Vice President
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CO-AGENT: CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxx XxXxxxxx
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Name: Xxxxxxx XxXxxxxx
--------------------------------
Title: Authorized Signature
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LENDERS: CIBC INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: Executive Director
--------------------------------
CIBC World Markets Corp. as Agent
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CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------
Title: Director
--------------------------------
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
--------------------------------
Title:
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BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------
Title: Director
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00
XXX XXXX XX XXXX XXXXXX
By: /s/ P.A. Xxxxxxxxxxxxx
--------------------------------
Name: P.A. Xxxxxxxxxxxxx
--------------------------------
Title: Authorized Signatory
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FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By:
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Name:
--------------------------------
Title:
--------------------------------
24
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
--------------------------------
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
--------------------------------
Title: Assistant Vice President
-------------------------------
25
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
--------------------------------
Title: Vice President
--------------------------------
00
XXXXX XXXX XX XXXXXXXXXX, N.A.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------
Title: Vice President
--------------------------------
27
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxx XxXxxxxx
--------------------------------
Name: Xxxxxxx XxXxxxxx
--------------------------------
Title: Authorized Signature
--------------------------------
00
XXX XXXX XX XXX XXXX
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
00
XXXXXX XX XXXXX XX XXXXXXXXX XX XXXXXX
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
--------------------------------
Title: Manager
--------------------------------
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
--------------------------------
Title: Vice President
--------------------------------
30
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: Executive Director
--------------------------------
CIBC World Markets Corp. as Agent
31
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Xxxxxx X. X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. X. Xxxxxxx
--------------------------------
Title Assistant Vice President
--------------------------------
32
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment
Management Company, Inc., its
Managing Member
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------------
Title: Managing Director
--------------------------------
33
NORTHAMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment
Management Company, Inc., its
Managing Member
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------------
Title: Managing Director
--------------------------------
34
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf
of First Allmerica Financial
Life Insurance Company as
Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------------
Title: Managing Director
--------------------------------
35
KZH CYPRESSTREE-1 LLC
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
36
FREMONT INVESTMENT & LOAN
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: Vice President
--------------------------------
37
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
--------------------------------
Title: Assistant Vice President
--------------------------------
38
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------
Title:
--------------------------------
39
PPM AMERICA, INC., as attorney in fact,
on behalf of Xxxxxxx National Life
Insurance Company
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
--------------------------------
Title: Managing Director
--------------------------------
40
Fleet National Bank (f/k/a BankBoston,
N.A.), as Trust Administrator for
LONGLANE MASTER TRUST IV
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
41
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc.,
its Collateral Manager
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
42
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
--------------------------------
Name: Payson X. Xxxxxxxxx
--------------------------------
Title: Vice President
--------------------------------
43
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
--------------------------------
Name: Payson X. Xxxxxxxxx
--------------------------------
Title: Vice President
--------------------------------
44
X.X. XXXXXXX MARKET VALUE FUND, L.P.
By: X.X. Xxxxxxx Value GP, Ltd.,
its General Partner
By: /s/ Xxxxxx X. X'Xxxxx
--------------------------------
Name: Xxxxxx X. X'Xxxxx
--------------------------------
Title:
--------------------------------
45
X.X. XXXXXXX MEZZANINE FUND, L.P.
By: Xxxxxxx XX, Ltd. - General Partner
-------------------------------
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
46
BANK OF AMERICA, N.A.
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
47
DEBT STRATEGIES FUND I, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------
Title:
--------------------------------
48
DEBT STRATEGIES FUND II, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------
Title:
--------------------------------
49
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
50
XXX XXXXXX SENIOR INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
--------------------------------
51
PROSPECT INTERNATIONAL DEBT
STRATEGY FUND
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
52
XXXXX XXXXX SENIOR INCOME TRUST
By: /s/ Payson X. Xxxxxxxxx
--------------------------------
Name: Payson X. Xxxxxxxxx
--------------------------------
Title: Vice President
--------------------------------
53
XXXXXXX XXXXX SENIOR FLOATING RATE FUNDII, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------
Title:
--------------------------------
54
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME TRUST
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
--------------------------------
Title: Senior Vice President
--------------------------------
55
SAWGRASS TRADING LLC
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
----------------------------
Title: Vice President
----------------------------
56
BANC OF AMERICA SECURITIES LLC
By:
------------------------
Name:
------------------------
Title:
------------------------
57
FIRST DOMINION FUNDING III
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------
Title: Managing Director
------------------------
