Exhibit 10.2
AMENDMENT NO. 2, dated as of June 3, 2005 (this "Amendment"), to (i)
the Credit Agreement dated as of April 14, 2004, as amended and restated as of
October 22, 2004 (as amended to the date hereof, the "Credit Agreement"), among
HOMEBASE ACQUISITION, LLC ("Homebase"), CONSOLIDATED COMMUNICATIONS ILLINOIS
HOLDINGS, INC. ("CCI Illinois Holdings"), CONSOLIDATED COMMUNICATIONS TEXAS
HOLDINGS, INC ("CCI Texas Holdings"), CONSOLIDATED COMMUNICATIONS, INC., an
Illinois corporation (the "CCI Borrower"), CONSOLIDATED COMMUNICATIONS
ACQUISITION TEXAS, INC., a Delaware corporation (the "TXU Borrower" and together
with the CCI Borrower, the "Borrowers"), the financial institutions holding
Loans or Commitments hereunder from time to time (the "Lenders"), CITICORP NORTH
AMERICA, INC., as administrative agent (in such capacity, the "Administrative
Agent") for the Lenders, COBANK, ACB, as documentation agent (in such capacity,
the "Documentation Agent"), CREDIT SUISSE FIRST BOSTON, acting through its
Cayman Islands Branch ("CSFB"), and DEUTSCHE BANK SECURITIES INC., as
co-syndication agents (in such capacity, the "Co-Syndication Agents"), and CSFB
and CITIGROUP GLOBAL MARKETS INC. ("CGMI"), as joint lead arrangers and joint
bookrunners (in such capacity, the "Joint Lead Arrangers") and (ii) the Restated
Credit Agreement (as defined below). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, CCI Illinois Holdings and the Borrowers are parties to that
certain Second Amended and Restated Credit Agreement, dated as of February 23,
2005, as amended as of April 22, 2005 (as amended to the date hereof, the
"Restated Credit Agreement") by and among CCI Illinois Holdings, the Borrowers,
the lenders party thereto, the Administrative Agent, the Documentation Agent,
the Co-Syndication Agents and the Joint Lead Arrangers, pursuant to which the
Borrowers postponed the deadline for the occurrence of the Restatement Effective
Date (as defined in the Restated Credit Agreement) contained in Section 4.01 of
the Restated Credit Agreement;
WHEREAS, pursuant to the Consent agreement (as modified on April 22,
2005, the "Consent"), effective as of February 23, 2005, among the
Administrative Agent and the lenders parties thereto, the Requisite Lenders
under the Credit Agreement have consented to the Restated Credit Agreement;
WHEREAS, the Borrowers desire to postpone the deadline for the
occurrence of the Restatement Effective Date (as defined in the Restated Credit
Agreement) contained in Section 4.01 of the Restated Credit Agreement;
WHEREAS, the Borrowers desire to increase the aggregate amount of
Term D Commitments under the Restated Credit Agreement to $425.0 million;
WHEREAS, the Requisite Lenders under the Credit Agreement have
previously consented to the postponement of the required repayment of Loans from
Excess Cash Flow for the Excess Cash Flow Period ended December 31, 2004
pursuant to Section 2.05(c)(v) of the Credit Agreement until June 30, 2005;
-2-
WHEREAS, the Borrowers desire to have their obligations to repay
Loans from Excess Cash Flow pursuant to Section 2.05(c)(v) of the Credit
Agreement waived for the Excess Cash Flow Period ended December 31, 2004;
WHEREAS, the Borrowers desire to amend Section 6.07 of the Credit
Agreement to permit certain cash dividend payments by the Loan Parties to
Homebase for further distribution to the Permitted Holders and the other equity
holders of Homebase;
WHEREAS, the Borrowers desire to cause certain other amendments to
the Credit Agreement and the Restated Credit Agreement set forth herein to
become effective; and
WHEREAS, Section 9.08(b) of each of the Credit Agreement and the
Restated Credit Agreement provides that the Borrowers may, with the consent of
the Requisite Lenders thereunder, amend the Credit Agreement or the Restated
Credit Agreement, as the case may be, and the related Loan Documents;
NOW, THEREFORE, in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
Section 1. AMENDMENTS TO RESTATED CREDIT AGREEMENT. The Restated
Credit Agreement is hereby amended effective as of the date referred to in
Section 4 by:
(a) deleting the definition of "Excess Subject Payments" set forth
therein and replacing it with the following:
""Excess Subject Payment Amount" means, for any Fiscal Quarter, the
amount by which the amount of Subject Payments in such Fiscal
Quarter exceeded the sum of (x) $11,875,000 plus (y) the amount of
pro rata dividends paid on shares of Class A Common Stock of
Holdings reserved for issuance on the Restatement Effective Date
under Holdings' 2005 Long Term Incentive Plan."
(b) deleting the definition of "Term D Commitment" set forth therein
and replacing it with the following:
""Term D Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Term D Loan pursuant to
clause (i) of Section 2.01(a) (or convert its Term C Loans pursuant to
Section 1.04(b)) on the Restatement Effective Date, expressed as an amount
representing the maximum principal amount of the Term D Loan to be made or
converted by such Lender hereunder, as the same may be reduced from time
to time pursuant to the provisions of this Agreement. The initial amount
of the Term D Commitment of any Term C Lender which has consented to the
amendment and restatement of the Restated Credit Agreement to occur on the
Restatement Effective Date shall be equal to the principal amount of Term
C Loans held by such Term C Lender on the Restatement Effective Date
(unless such Term C Lender has committed, pursuant to a
-3-
Lender Addendum, to provide a greater Term D Commitment, in which
case such Term C Lender's Term D Commitment shall include any
incremental amount set forth in such Lender Addendum) and the
initial amount of each other Person with a Term D Commitment shall
be the amount set forth in such Person's Lender Addendum. The
initial aggregate amount of the Lenders' Term D Commitments is
$425.0 million."; and
(c) deleting each reference to "June 30, 2005" in Section 4.01 of
the Restated Credit Agreement and in Section 2 of the Consent and replacing each
such reference with "September 30, 2005".
Section 2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended effective as of the date provided in Section 4 by:
(a) adding the following immediately after the final parenthetical
in the definition of "Consolidated EBITDA":
"; provided, further, that Consolidated EBITDA shall be increased by
an amount equal to all costs and expenses of the Loan Parties in
connection with the proposed initial public offering of the common stock
of Consolidated Communications Holdings, Inc. (as set forth in reasonable
detail in any Compliance Certificate delivered to the Administrative Agent
pursuant to this Agreement) to the extent such costs and expenses would
have otherwise reduced Consolidated EBITDA but for the operation of this
proviso";
(b) (i) deleting the word "and" appearing at the end of Section
6.07(x), (ii) replacing the period appearing at the end of Section 6.07(xi) with
the phrase "; and" and (iii) adding the following provision directly following
Section 6.07(xi):
"(xii) unless a Default shall have occurred and is continuing or
would result therefrom, the CCI Borrower and TXU Borrower may declare and
pay cash dividends from available cash on hand to CCI Illinois Holdings
and CCI Texas Holdings, respectively, in an aggregate amount not to exceed
$37.5 million on or before September 30, 2005, and CCI Illinois Holdings
and CCI Texas Holdings may declare and pay (from the proceeds of such
dividends) cash dividends to Homebase in an aggregate amount not to exceed
$37.5 million on or before June 30, 2005."; and
(c) deleting Section 5.11(b) in its entirety and any reference in
the Credit Agreement to any obligation or requirement that Homebase or the Loan
Parties seek the consent of ICC for the guarantee of the Obligations and a grant
of a security interest in the Equity Interests and assets of ICTC.
Section 3. WAIVER OF EXCESS CASH FLOW SWEEP FOR 2004 UNDER CREDIT
AGREEMENT. The requirement in the Credit Agreement that a prepayment of Loans be
made with 50% of Excess Cash Flow for the Excess Cash Flow Period ended December
31, 2004 pursuant to Section 2.05(c)(v) of the Credit Agreement is hereby waived
in its entirety (it being understood
-4-
that no modification of any required prepayment for any subsequent Excess Cash
Flow Period is granted hereby).
Section 4. EFFECTIVENESS. This Amendment will become effective upon
the first date on which the Administrative Agent shall have received (i)
executed signature pages hereto from the Requisite Lenders under the Credit
Agreement and the Requisite Lenders under the Restated Credit Agreement and each
of the other parties listed on the signature pages hereto and (ii) a payment by
wire transfer of immediately available funds to the Administrative Agent in an
amount equal to 0.05% of the aggregate Term A Loans, Term C Loans and Revolving
Loan Commitments under the Credit Agreement held by Lenders that have consented
to this Amendment No. 2 on or prior to noon, New York time, on June 3, 2005
(but, for the avoidance of doubt, not under the Restated Credit Agreement) for
further distribution to the consenting Lenders holding such Term A Loans, Term C
Loans and Revolving Loan Commitments under the Credit Agreement.
Section 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
Section 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 7. HEADINGS. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
Section 8. 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
Lenders or the Agents under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other provision of such agreement or any other Loan Document,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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 above written.
CONSOLIDATED COMMUNICATIONS ACQUISITION
TEXAS, INC.,
as Co-Borrower
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CFO
CONSOLIDATED COMMUNICATIONS, INC.,
as Co-Borrower
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CFO
HOMEBASE ACQUISITION, LLC
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CFO
CONSOLIDATED COMMUNICATIONS ILLINOIS
HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CFO
CONSOLIDATED COMMUNICATIONS TEXAS
HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CFO
CITICORP NORTH AMERICA, INC., as
administrative agent
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON, acting through its
Cayman Islands Branch, as a Lender
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
By: /s/ Xxxxxx Xxxx
-----------------------------------------
Name: Xxxxxx Xxxx
Title: Associate
Allstate Life Insurance Company, as a lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized signatory
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized signatory
AIMCO CDO Series 2000-A, as a lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized signatory
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized signatory
AIMCO CDO Series 2001-A, as a lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized signatory
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized signatory
PACIFICA CDO III, LTD., as a lender
By: /s/ An Xxxx, Jr.
-----------------------------------------
Name: An Xxxx, Jr.
Title: Vice President
ADDISON CDO, LIMITED, as a lender
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT
SYSTEM, as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor, acting through Investors
Fiduciary Trust Company
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
CLARENVILLE CDO, SA, as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
CORONA TRUST, as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
JISSEKIKUN FUNDING LTD., as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
LOAN FUNDING III LLC, as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
RED RIVER HYPI, L.P., as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor, acting through Investors
Fiduciary Trust Company in the
Nominee Name of IFTCO
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
SEQUILS-MAGNUM, LTD., as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
SOUTHPORT CLO, LIMITED, as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
STATE TEACHERS RETIREMENT SYSTEM OF OHIO, as
a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
PIMCO FLOATING RATE INCOME FUND, as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor, acting through Investors
Fiduciary Trust Company in the
Nominee Name of IFTCO
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
PIMCO FLOATING RATE STRATEGY FUND, as a
lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor, acting through Investors
Fiduciary Trust Company in the
Nominee Name of IFTCO
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
WAVELAND-INGOTS, LTD., as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
WRIGLEY CDO, LTD., as a lender
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
CITIBANK, N.A., as a lender
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Director
CITIBANK, N.A., as a lender
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
PPM SHADOW CREEK FUNDING LLC, as a lender
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Agent
PPM SPYGLASS FUNDING TRUST, as a lender
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Authorized Agent
WINGED FOOT FUNDING TRUST, as a lender
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Authorized Agent
JUPITER LOAN FUNDING LLC, as a lender
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
XXXXXX FLOATING RATE INCOME FUND, as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXX DIVERSIFIED INCOME TRUST, as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXX PREMIER INCOME TRUST, as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXX MASTER INTERMEDIATE INCOME TRUST, as
a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXX HIGH YIELD TRUST, as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXX HIGH YIELD ADVANTAGE FUND, as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXX VARIABLE TRUST- PVT HIGH YIELD FUND,
as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXX VARIABLE TRUST- PVT DIVERISFIED
INCOME FUND, as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
BOSTON HARBOR CLC 2004-1, as a lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
MOUNTAIN CAPITAL CLO II, LTD., as a lender
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
MOUNTAIN CAPITAL CLO III, LTD., as a lender
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
XXXXXX'X ISLAND CLO II, LTD., as Portfolio
Manager
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
SENIOR LOAN PORTFOLIO
BLACKROCK LIMITED DURATION INCOME TRUST
BLACKROCK SENIOR INCOME SERIES
BLACKROCK SENIOR INCOME SERIES II, as Lenders
By: /s/ Xxx Xxxxxxx
-----------------------------------------
Name: Xxx Xxxxxxx
Title: Authorized Signatory
ML CLO XX PILGRIM AMERICAN (CAYMAN) LTD.
By: ING Investments, LLC as its
Investment manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
ING SENIOR INCOME FUND
By: ING Investment Management Co. as
its Investment manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
ING PRIME RATE TRUST ING SENIOR INCOME FUND
By: ING Investment Management Co. as
its Investment manager
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
MUIRFIELD TRADING LLC, as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
ACCESS INSTITUTIONAL LOAN FUND
By: Deerfield Capital Management LLC as
its Portfolio Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC as
its Portfolio Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
BRYN MAWR, LTD.
By: Deerfield Capital Management LLC as
its Portfolio Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
FOREST CREEK CLO, LTD.
By: Deerfield Capital Management LLC as
its Portfolio Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
LONG GROVE CLO, LIMITED
By: Deerfield Capital Management LLC as
its Portfolio Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
CUMBERLAND II CLO LTD.
By: Deerfield Capital Management LLC as
its Portfolio Manager
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
NATIONAL CITY BANK, as a Lender
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC as
its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC as
its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XL RE LTD.
By: Xxxxxxxxx Capital Partners LLC as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXX CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
GULF STREAM-COMPASS CLO 2003-1 LTD.
By: Gulf Stream Asset Management LLC,
as Collateral Manager
By: /s/ Xxxxx X. Love
-----------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
GULF STREAM-COMPASS CLO 2004-1 LTD.
By: Gulf Stream Asset Management LLC,
as Collateral Manager
By: /s/ Xxxxx X. Love
-----------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
XXXXXX XXXXXXX SENIOR FUNDING, INC., as a
Lender
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
GSC PARTNERS GEMINI FUND LIMITED
By: GSCP (NJ), as Collateral Monitor
By: GSCP (NJ), INC., its General
Partner
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Associate
SUNAMERICA LIFE INSURANCE COMPANY, as a
Lender
By: AIG Global Investment Coro, its
Investment Advisor
By: /s/ Xxxxxx X. Oh
-----------------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
GALAXY CLO 2003-1, LTD., as a Lender
By: AIG Global Investment Coro, its
Investment Advisor
By: /s/ Xxxxxx X. Oh
-----------------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
GALAXY CLO 1999-1, LTD., as a Lender
By: AIG Global Investment Coro, its
Investment Advisor
By: /s/ Xxxxxx X. Oh
-----------------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
KZH SOLEIL LLC, as a Lender
By: /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
LANDMARK IV CDO LIMITED, as a Lender
By: Aladdin Capital Management, LLC as
Manager
By: /s/ Xxxx X. X'Xxxxxx
-----------------------------------------
Name: Xxxx X. X'Xxxxxx
Title: Authorized Signatory
ARES VI CLO LTD.
By: Ares CLO Management VI, L.P., Investment
Manager
By: Ares CLO GP VI, LLC, its Managing Member
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
ARES VIII CLO LTD.
By: Ares CLO Management VIII, L.P.,
Investment Manager
By: Ares CLO GP VIII, LLC, its Managing Member
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
XXXXXXXXX QUATTRO CLO, LTD., as a lender
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX CARRERA CLO, LTD., as a lender
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Partner
XXXXXXXXX ARBITRAGE CDO, Ltd, as a lender
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
CSAM FUNDING IV, as a lender
By: /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Signature
ACM INCOME FUND INC., as a lender
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
WESTERN ASSET FLOATING RATE HIGH INCOME
FUND., as a lender
By: /s/
-----------------------------------------
Name:
Title: Authorized Signatory
LOAN FUNDING IV, LLC, as a lender
By: Highland Capital Management, L.P.,
as Portfolio Manager
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer
HIGHLAND OFFSHORE PARTNERS, L.P., as a lender
By: Highland Capital Management, L.P.,
as General Partner
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer
LOAN FUNDING VII LLC, as a lender
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer
RESTORATION FUNDING CLO, LTD., as a lender
By: Highland Capital Management, L.P.,
as General Partner
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer
HIGHLAND FLOATING RATE ADVANTAGE FUND, as a
lender
By: Highland Capital Management, L.P.,
as Investment Advisor
By: /s/ R. Xxxxxx Xxxxxxxxx
-----------------------------------------
Name: R. Xxxxxx Xxxxxxxxx
Title: Senior Vice President, Secretary
HIGHLAND FLOATING RATE LIMITED LIABILITY
COMPANY, as a lender
By: Highland Capital Management, L.P.,
as its Investment Advisor
By: /s/ R. Xxxxxx Xxxxxxxxx
-----------------------------------------
Name: R. Xxxxxx Xxxxxxxxx
Title: Senior Vice President, Secretary
EMERALD ORCHARD LIMITED, as a lender
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Loans Officer
Co Bank, as a Lender
By: /s/ Xxx Xxxxxxx
-----------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
BLUE SQUARE FUNDING LIMITED SERIES 3, as
administrative agent
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
CLYDESDALE CLO 2004, LTD., as a lender
By: NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMETN INC., as Investment
Manager
By: /s/ Xxxxxxxxx XxxXxxx
-----------------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
CLYDESDALE CLO 2001-1, LTD., as a lender
By: NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMETN INC.,
as Collateral Manager
By: /s/ Xxxxxxxxx XxxXxxx
-----------------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
CLYDESDALE CLO 2003, LTD., as a lender
By: NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMETN INC.,
as Collateral Manager
By: /s/ Xxxxxxxxx XxxXxxx
-----------------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
VENTURE IV CDO Limited, as a lender
By: MJX Asset Management LLC, as its
investment advisor
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
VENTURE III CDO Limited, as a lender
By: MJX Asset Management LLC, as its
investment advisor
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
VENTURE II CDO 2002, Limited, as a lender
By: MJX Asset Management LLC, as its
investment advisor
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
VENTURE CDO 2002, Limited, as a lender
By: MJX Asset Management LLC, as its
investment advisor
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
KZH SOLEIL-2 LLC, as a lender
By: /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
ELC (CAYMAN) LTD. 1999-II
APEX (IDM) CDO I, LTD.
BABSON CLO LTD. 2003-I
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2005-I
FORTE II CDO (CAYMAN) LTD.
SEABOARD CLO 2000 LTD.
SUFFIELD CLO, LIMITED
XXXXX CLO LTD. 2000-I, as lenders
By: Babson Capital Management LLC, as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx, CFA
-----------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
C.M. LIFE INSURANCE COMPANY, as a lender
By: Babson Capital Management LLC, as
Investment Sub-Adviser
By: /s/ Xxxxx X. Xxxxx, CFA
-----------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
as a lender
By: Babson Capital Management LLC, as
Investment Sub-Adviser
By: /s/ Xxxxx X. Xxxxx, CFA
-----------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
SIMSBURY CLO, LIMITED
XXXXXX CDO, LIMITED, as a lender
By: Babson Capital Management LLC under
delegated authority from
Massachursetts Mutual Life
Insurance Company as Collateral
Manager
By: /s/ Xxxxx X. Xxxxx, CFA
-----------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED, as a lender
By: Babson Capital Management LLC, as
Investment Manager
By: /s/ Xxxxx X. Xxxxx, CFA
-----------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
FIRSTRUST BANK, as a lender
By: /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
XXXXX FARGO ADVANTAGE SHORT-TERM HIGH YIELD
BOND FUND AND XXXXX CAPITAL
MANAGEMENT, INC., as a lender
By: Xxxxx Capital Management
By: /s/ Xxxxxxx X. Xxxxxxxxx III
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx III
Title: Vice President
FEDERAL LAND BANK ASSOCIATIO OF TEXAS, FLCA,
as a lender
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
XXXXX XXXXX LIMITED DURATION INCOME FUND
By: XXXXX XXXXX MANAGEMENT, as a
Lender's Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
TOLLI & CO
By: XXXXX XXXXX MANAGEMENT, aS
Management Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR FLOATING-RATE TRUST
By: XXXXX XXXXX MANAGEMENT, as an
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX FLOATING-RATE INCOME TRUST
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO III. LTC.
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CONSTANTINUS XXXXX XXXXX CDO V, LTD.
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI LTD.
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & CO.
By: BOSTON MANAGEMENT AND RESEARCH, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND RESEARCH, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH,
through State Street Bank and Trust
Company N.A. as Fiduciary Custodian
By: XXXXX XXXXX MANAGEMENT,
Attorney-in-Fact
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BIG SKY SENIOR LOAN TRUST
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX VT FLOATING-RATE INCOME FUND
By: XXXXX XXXXX MANAGEMENT, as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE BANKTRUST COMPANY, AMERICA, as a
Lender
By: /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Director
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
FRANKLIN FLOATING RATE TRUST, FRANKLIN
FLOATING RATE MASTER SERIES, FRANKLIN
FLOATING RATE DAILY ACCESS FUND,
FRANKLIN CLO I, LIMITED, FRANKLIN CLO
II, LIMITED, FRANKLIN CLO III, LIMITED
FRANKLIN CLO VI, LIMITED, as a Lender
By: /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
KZH STERLING LLC
By: /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH CYPRESSTREE-1LLC
By: /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
CENTURION CDO VII, LTD.
By: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director-Operations
CENTURION CDO VI, LTD.
By: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director-Operations
CENTURION CDO II, LTD.
By: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director-Operations
SEQUILS-CENTURION V, LTD.
By: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC., as Collateral Manager
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director-Operations
IDS LIFE INSURANCE COMPANY
By: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC., as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
AMERICAN EXPRESS CERTIFICATE COMPANY
By: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC., as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
CHAMPLAIN CLO LTD.
By: INVESTCO SENIOR SECURED MANAGEMENT,
INC., as Collateral Manager
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESTCO SENIOR SECURED MANAGEMENT,
INC., as Investment Advisor
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESTCO SENIOR SECURED MANAGEMENT,
INC., as Investment Advisor
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
DENALI CAPITAL LLC, management member of DC
FUNDING PARTNERS, portfolio manager
for DENALI CAPITAL CLO I, LTD., or
an affiliate
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
DENALI CAPITAL LLC, management member of DC
FUNDING PARTNERS, portfolio manager
for DENALI CAPITAL CLO IV, LTD., or
an affiliate
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
XXXXXX LEVERAGED LOAN CDO 2002-II., as a
Lender
By: Prudential Investment Management
Inc., as Collateral Manager
By: /s/ Authorized Signatory
-----------------------------------------
Name: Authorized Signatory
Title: Vice President
LOAN FUNDING V, LLC, as a Lender
By: Prudential Investment Management
Inc., as Collateral Manager
By: /s/ Authorized Signatory
-----------------------------------------
Name: Authorized Signatory
Title: Vice President
