Exhibit 10.4
EXECUTION COPY
RESTRUCTURING SUPPORT AGREEMENT
This Restructuring Support Agreement (together with exhibits, annexes and
attachments hereto, this "Agreement") is made and entered into as of August 1,
2003 by and among (i) DDi Corp. ("DDi"), DDi Intermediate Holdings Corp. ("DDi
Intermediate"), DDi Capital Corp. ("DDi Capital"), Dynamic Details, Incorporated
("Details"), Dynamic Details, Incorporated, Silicon Valley ("DDISV") and their
respective subsidiaries and affiliates (collectively, the "Company Group"), (ii)
the Administrative Agent (as defined below) and (iii) the Consenting Lenders (as
defined below) signatory hereto. DDi, DDi Intermediate, DDi Capital, Details,
DDISV, and each of their respective subsidiaries and affiliates, each Consenting
Lender and any subsequent person that becomes a party hereto are referred herein
as the "Parties" and individually, as a "Party."
PRELIMINARY STATEMENTS
A. The Lenders (as defined below) hold senior debt of $72,892,916.17 in
face amount of undrawn letters of credit and outstanding, unpaid principal
amount (the "Lender Indebtedness") under the Amended and Restated Credit
Agreement, dated as of July 23, 1998 and as amended and restated as of August
28, 1998, and as amended by the First Amendment, dated as of March 10, 1999, the
Second Amendment, dated as of March 22, 2000, the Third Amendment, dated as of
October 10, 2000, the Fourth Amendment, dated as of February 13, 2001, the Fifth
Amendment, dated as of December 31, 2001, the Sixth Amendment, dated as of June
28, 2002 and the Seventh Amendment, dated as of June 27, 2003 (as amended,
supplemented or otherwise modified, the "Credit Agreement"), among Details,
DDISV, the several banks and other financial institutions from time to time
parties thereto (the "Lenders"), JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), in its capacity as the arranger of the Commitments, and
as collateral, co-syndication and administrative agent for the Lenders (in such
capacity, the "Administrative Agent") and Bankers' Trust Company as
documentation and co-syndication agent (the "Co-Syndication Agent"), and all
collateral and ancillary documentation executed in connection therewith,
including, without limitation, the hedge agreement (the "Hedge Agreement")
entered into by Details with JPMorgan Chase Bank (collectively, the
"Pre-Restructuring Loan Documents"). As of the date hereof, the Consenting
Lenders hold, in aggregate, 100% of the principal amount of the Lender
Indebtedness.
B. The Company Group, the Consenting Lenders, the Consenting 5 1/4%
Subordinated Noteholders (as defined in the PSA defined below) and the
Consenting 6 1/4% Subordinated Noteholders (as defined in the PSA defined below)
have engaged in good faith negotiations with the objective of reaching an
agreement with regard to certain aspects of the restructuring and reorganization
of the Company Group.
C. The Company Group, the Consenting Lenders, the Consenting 5 1/4%
Subordinated Noteholders and the Consenting 6 1/4% Subordinated Noteholders now
desire to implement a restructuring and reorganization of the Company Group such
that the Consenting Lenders, the Consenting 5 1/4% Subordinated Noteholders and
the Consenting 6 1/4% Subordinated Noteholders and the other holders of claims
against and/or equity interests in the Company Group shall receive the
consideration to be paid, distributed exchanged or provided by the Company Group
pursuant to such restructuring and reorganization (the "Restructuring Terms") as
set forth on the term sheet (the "Term Sheet") attached hereto as Exhibit A.
D. The Consenting 5 1/4% Subordinated Noteholders and the Consenting 6 1/4%
Noteholders have until August 8, 2003 to execute the Plan Support Agreement (the
"PSA"), the form of which is annexed hereto as Exhibit B, which shall provide
for, inter alia, their consent to the Restructuring Terms subject to certain
terms and conditions outlined in the PSA.
E. In order to expedite the contemplated restructuring and reorganization
of the Company Group, each Party, subject to the terms of this Agreement,
desires to pursue and support a restructuring transaction (i) by way of a plan
of reorganization under Chapter 11 of Title 11, United States Code (the
"Bankruptcy Code") relating to DDi and DDi Capital and (ii) by way of an
out-of-court restructuring transaction relating to Details, DDISV and their
respective subsidiaries and affiliates that achieves and implements the
Restructuring Terms (any such restructuring transaction that achieves and
implements the Restructuring Terms, the "Restructuring Transaction") and during
the pendency of this Agreement desires not to support any restructuring or
reorganization of any of the members of the Company Group (or any plan or
proposal in respect of the same) that does not achieve or implement the
Restructuring Terms.
F. In order to implement the Restructuring Transaction, the Company Group
has agreed, subject to the terms and conditions of this Agreement, (i) to
prepare and file (a) a disclosure statement that is consistent in all material
respects with the Restructuring Terms and is in the form attached to the Term
Sheet (the "Conforming Disclosure Statement"), and (b) a plan of reorganization
for DDi and DDi Capital that is consistent in all material respects with the
Restructuring Terms and is in the form attached to the Term Sheet (the
"Conforming Plan") in cases filed under Chapter 11 of the Bankruptcy Code (the
"Chapter 11 Cases") in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"), and to negotiate and prepare the
definitive Restructuring Transaction documents that are consistent in all
respects with the Restructuring Terms and are in form and substance satisfactory
to the Consenting Lenders (the "Conforming Restructuring Loan Documents"), and
(ii) to use reasonable commercial efforts to have the Conforming Disclosure
Statement approved and the Conforming Plan confirmed by the Bankruptcy Court, in
each case, as expeditiously as practicable under the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure.
G. The Company Group and the Consenting Lenders acknowledge and agree that
the best way to effectuate the Conforming Plan and the Conforming Restructuring
Loan Documents is to do so in a way that would:
1. maximize the value of the Company Group for the benefit of all
interested persons;
2. minimize the disruption to the Company Group resulting from the
commencement of the Chapter 11 Cases as quickly as possible;
3. minimize the loss of business continuity and opportunity of
Details and DDISV;
4. provide all parties to the Restructuring Transaction with Global
Releases (as defined in the Term Sheet) and a Plan Injunction (as
defined in the Term Sheet); and
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5. provide assurances and stability to certain key employees of the
Company Group.
H. In expressing such support and commitment, the Parties do not desire and
do not intend in any way to derogate from or diminish the solicitation
requirements of applicable securities and bankruptcy law, the fiduciary duties
of DDi and DDi Capital as debtors in possession in the Chapter 11 Cases or the
role of any state or federal agencies with regulatory authority concerning any
member of the Company Group.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
1. Defined Terms. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Term Sheet; provided, however, that
the term "Restructuring Period" shall mean the period from and including August
1, 2003 to the date of the occurrence of a Termination Event.
2. Term Sheet Conditions. Without limiting the conditions set forth herein,
each Party's agreement to this Agreement and support for the Conforming Plan,
the Conforming Restructuring Loan Documents and the Term Sheet is expressly
conditioned on satisfaction of each of the terms and conditions set forth in the
Term Sheet and this Agreement. To the extent that any such conditions involve a
time period or an outside date for satisfaction, the Parties acknowledge and
agree that time is of the essence with respect to each such condition.
3. Agreements.
(a) Agreements of the Consenting Lenders.
(i) Ownership. Each Consenting Lender represents and warrants, on
a several but not joint basis, that, as of the date hereof, (i) such Consenting
Lender either (A) is the sole legal and beneficial owner of, or holder of
investment authority over, the debt set forth below its name on the signature
page hereof and all related claims, rights and causes of action arising out of
or in connection with or otherwise relating to such debt (the "Consenting Lender
Claims"), in each case free and clear of all claims, liens and encumbrances, or
(B) has or will have investment or voting discretion with respect to the debt
and Consenting Lender Claims and has or will have the power and authority to
bind the beneficial owner(s) of such debt and Consenting Lender Claims to the
terms of this Agreement, and (ii) such Consenting Lender has or will have full
power and authority to vote on and consent to such matters concerning such debt
and Consenting Lender Claims and to exchange, assign and transfer such debt and
Consenting Lender Claims.
(ii) Support of Restructuring. Each Consenting Lender agrees that
for so long as this Agreement remains in effect, it (i) shall in no way directly
or indirectly, support any restructuring or reorganization of the Company Group
(or any plan or proposal in respect of the same) that is not consistent with, or
does not implement or achieve, the
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Restructuring Terms, or (ii) shall not (A) directly or indirectly seek, solicit,
pursue, support or encourage any other plan or the termination of the exclusive
period for the filing of any plan, proposal or offer of dissolution, winding up,
liquidation, reorganization, merger or restructuring of the Company Group that
could be expected to prevent, delay or impede the successful restructuring of
the Company Group as contemplated by the Restructuring Terms, any Conforming
Plan and the Conforming Restructuring Loan Documents, (B) object to the
Conforming Disclosure Statement or the solicitation of votes for the Conforming
Plan or support any such objection by a third party; provided however, that the
Consenting Lender may object to the Conforming Disclosure Statement solely on
the basis that it does not contain adequate information as required by Section
1125 of the Bankruptcy Code, or (C) take any other action that is inconsistent
with, or that would delay confirmation of, the Conforming Plan. Nothing
contained herein shall limit the ability of a Consenting Lender to consult with
any member of the Company Group, or to appear and be heard, concerning any
matter arising in the Chapter 11 Cases so long as such consultation or
appearance is consistent with the Consenting Lender's obligations hereunder and
the terms of the Conforming Plan, the Conforming Loan Restructuring Documents,
the Restructuring Terms and this Agreement.
(iii) Transfers. Each Consenting Lender agrees that for so long
as this Agreement remains in effect, it shall not sell, transfer, assign, pledge
or otherwise dispose, directly or indirectly, any of the debt or Consenting
Lender Claims or any option thereon or any right or interest (voting or
otherwise) therein, unless the transferee thereof agrees in writing for the
benefit of the Parties to be bound by all of the terms of this Agreement by
executing the Joinder attached hereto as Exhibit C, a copy of which shall be
provided to the Parties, in which event each Party shall be deemed to have
acknowledged that its obligations to the Consenting Lender hereunder shall be
deemed to constitute obligations in favor of such transferee.
(iv) Amendment to Credit Agreement. By execution of this
Agreement, each of the Consenting Lenders consents and authorizes JPMorgan Chase
Bank, in its capacity as Administrative Agent under the Credit Agreement, to
enter into and execute, on behalf of such Consenting Lender, the eighth
amendment to the Credit Agreement (the "Eighth Amendment") in the form annexed
hereto as Exhibit D.
(v) Agreement to Budget and Funding Mechanism. By execution of
this Agreement, each of the Consenting Lenders consents and authorizes JPMorgan
Chase Bank, in its capacity as Administrative Agent under the Credit Agreement,
to enter into and execute, on behalf of such Consenting Lender, the Budget and
Funding Mechanism (including the Initial Budget (as defined in the Budget and
Funding Mechanism) contained therein)(the "Budget and Funding Mechanism"),
annexed hereto as Exhibit E.
(vi) Further Agreement. Each Consenting Lender believes that the
consummation of the Conforming Plan and of the Conforming Restructuring Loan
Documents consistent with the Term Sheet is in its best interests and is in the
best interests of the Company Group's creditors generally. Accordingly, for so
long as this Agreement remains in effect, each Consenting Lender will support
the Conforming Plan and the Conforming Restructuring Loan Documents consistent
with the terms and conditions of the Term Sheet. Without limiting the foregoing,
each Consenting Lender commits, for so long as the Agreement remains in effect,
to support the Conforming Plan and the Conforming Restructuring Loan Documents
and use its commercially reasonable efforts to facilitate the filing and
confirmation of the Conforming Plan
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and consummation of the Conforming Restructuring Loan Documents at the earliest
practicable date.
4. Agreements of the Company Group. Each member of the Company Group
believes that the confirmation of the Conforming Plan and the consummation of
the Conforming Restructuring Loan Documents will best facilitate its business
and financial restructuring and that consummation of the terms described in the
Term Sheet is in the best interests of each member of the Company Group and in
the best interests of their respective creditors and other parties in interest.
Accordingly, each member of the Company Group hereby agrees, for so long as this
Agreement remains in effect: (a) to prepare or cause the preparation, as soon as
practicable after the date hereof, of each of the Definitive Documents (as
defined below), each containing terms and conditions consistent in all material
respects with the Restructuring Terms, and to distribute such documents and
afford reasonable opportunity of comment and review to the legal and financial
advisors for the Consenting Lenders; (b) (i) to file the Chapter 11 Cases with
respect to the Restructuring Transaction in the Bankruptcy Court on or prior to
Xxxxxx 00, 0000, (xx) to file the Conforming Disclosure Statement and the
Conforming Plan with the Bankruptcy Court on or prior to Xxxxxx 00, 0000, (xxx)
to cause the solicitation pursuant to the Conforming Disclosure Statement and
the Conforming Plan to commence on or before October 10, 2003, and (iv) to
solicit the requisite votes in favor of, and to obtain confirmation by the
Bankruptcy Court at the earliest practicable date of, the Conforming Plan and
approval of the Bankruptcy Court; (c) to not pursue, propose, support, encourage
the pursuit of, or seek to implement any transaction or series of transactions
that would effect a restructuring on terms other than the Restructuring Terms
unless or until this Agreement has been terminated in accordance with Section 5;
(d) to execute, or authorize the execution of, the Eighth Amendment; (e) to
otherwise use its reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things, necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by the Term Sheet, the Conforming Plan and the
Conforming Restructuring Loan Documents at the earliest practicable date
(including opposing any appeal of the Confirmation Order); and (f) on August 1,
2003, to cause the payment for the account of each Consenting Lender a consent
fee in the amount of 137.5 bps of each such Consenting Lender's commitment (less
any consent fees paid to such Consenting Lender in connection with the
Forbearance Agreement dated February 26, 2003).
5. Termination of Agreement. The obligations of the Consenting Lenders
under this Agreement shall terminate and be of no further force and effect upon
the date of the occurrence of any of the following events (any such event, a
"Termination Event"), and such Termination Event is not waived in accordance
with Section 11 of this Agreement: (i) counterpart signature pages to the PSA
have not been executed and delivered by August 8, 2003, by (a) each member of
the Company Group, (b) Consenting Subordinated Noteholders holding at least
forty-two and a half percent (42.5%) in aggregate principal amount of the
Subordinated Notes, with a copy to the Administrative Agent; (ii) the Company
Group fails (A) to file the Chapter 11 Cases with respect to the Restructuring
Transaction in the Bankruptcy Court on or prior to August 15,2003, (B) to file
the Conforming Disclosure Statement, which shall be in form and substance
acceptable to the Required Lenders, and the Conforming Plan, which shall be in
form and substance acceptable to the Required Lenders, with the Bankruptcy Court
on or prior to August 26, 2003, or (C) to cause the solicitation pursuant to the
Conforming Disclosure Statement and the Conforming Plan to commence on or before
October 10, 2003; (iii) any member of the Company Group files, proposes, does
not object to or otherwise supports, either directly or indirectly, any plan of
reorganization other than the Conforming Plan, or other
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creditors of any member of the Company Group file any plan of reorganization
other than the Conforming Plan in accordance with Section 1121(c) of the
Bankruptcy Code; (iv) the Conforming Plan is modified or replaced such that it
(or any such replacement) at any time is not consistent in any material respect
with the Restructuring Terms; (v) any breach by any member of the Company Group
of any of their respective obligations, or failure to satisfy in any material
respect any of the terms or conditions, under this Agreement or the
Pre-Restructuring Loan Documents, or any member of the Company Group shall take
any action to challenge (including, without limitation, to assert in writing any
challenge to) the validity or enforceability of this Agreement; (vi) the final
Definitive Documents (as defined below) are modified to provide for any terms
that are not consistent in any material respect with the Restructuring Terms or
that are otherwise not satisfactory in form and substance to the Parties
signatory thereto; (vii) any member of the Company Group or any of their
respective professionals or representatives, shall withdraw or revoke the
Conforming Plan; (viii) an examiner with expanded powers or a trustee shall have
been appointed in any of the Chapter 11 Cases, any of the Chapter 11 Cases shall
have been converted to a case under chapter 7 of the Bankruptcy Code or
dismissed by order of the Bankruptcy Court; (ix) orders approving the Conforming
Disclosure Statement, in form and substance satisfactory to the Required
Lenders, shall not have been entered by the Clerk of the Bankruptcy Court on or
before October 7, 2003; (x) the PSA shall have terminated; (xi) any foreclosure
proceeding is commenced against, or any bankruptcy case is commenced by or
against Details or DDISV; (xii) any failure to obtain, by November 15, 2003, (a)
more than one-half (1/2) in number and two-thirds (2/3) in amount of the holders
(the "Required 5 1/4% Subordinated Noteholders") of 5 1/4% Subordinated Notes
(as defined in the Term Sheet) voting on the Conforming Plan to accept the terms
of the Conforming Plan and (b) more than one-half (1/2) in number and two-thirds
(2/3) in amount of the holders (the "Required 6 1/4% Subordinated Noteholders")
of 6 1/4% Subordinated Notes (as defined in the Term Sheet) voting on the
Conforming Plan to accept the terms of the Conforming Plan; (xiii) the
occurrence of a Default (as defined in the Budget and Funding Mechanism) under
the Budget and Funding Mechanism; (xiv) orders confirming the Conforming Plan of
Reorganization, in form and substance satisfactory to the Required Lenders,
shall not have been entered by the Clerk of the Bankruptcy Court on or before
December 15, 2003; (xv) the Effective Date (as defined in the Term Sheet) of the
Conforming Plan shall not have occurred on or before January 8, 2004; (xvi) the
Bankruptcy Court shall have entered an order, the effect of which will be to
cause a Termination Event hereunder; (xvii) any member of the Company Group
shall adopt, seek authority from the Bankruptcy Court to assume or otherwise
seek or obtain Bankruptcy Court approval of, any management retention plan,
management option plan, severance plan, senior management employment contracts
or senior management post-restructuring employment arrangements, except upon
terms and conditions previously agreed to by the Required Lenders in writing;
(xviii) there shall have occurred and be continuing a default or event of
default, other than the Existing Events of Default (as defined in the Eighth
Amendment to the Credit Agreement) under the Pre-Restructuring Loan Documents;
(xix) any exhibit to the Conforming Plan shall not be in form and substance
acceptable to the Required Lenders; (xx) the Confirmation Order shall not be in
form and substance acceptable to the Required Lenders; (xxi) there shall have
occurred and be continuing an event which has a Material Adverse Effect (as
defined in the Pre-Restructuring Loan Documents) on the business, assets,
operations, property, condition (financial or otherwise) of Details, DDISV or
any of their affiliates and subsidiaries (other than DDi Europe and its European
subsidiaries); (xxii) any member of the Company Group or any of their respective
professionals shall have advised any of the Senior Debt Parties (as defined in
the Term Sheet) in writing that they cannot provide for the treatment of the
Senior Debt Parties as set forth in the Term Sheet; (xxiii) the Bankruptcy Court
shall enter an order denying confirmation of the
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Conforming Plan; (xxiv) any court (including the Bankruptcy Court) shall
declare, in a Final Order, this Agreement to be unenforceable; (xxv) the form
and substance of the Global Releases and the Plan Injunction in the Confirmation
Order entered by the Bankruptcy Court are not in form and substance acceptable
to the Required Lenders with respect thereto; (xxvi) a perfected security
interest (subject to certain customary carve-outs which shall be approved by the
Administrative Agent and the Required Lenders in writing) is not granted to the
Lenders in all personal, mixed and real property of the reorganized Debtors and
their non-debtor subsidiaries (other than DDi Europe and its European
subsidiaries) and pledges of 100% of the common stock of DDi Intermediate, 100%
of the common stock of DDi Capital and 100% of the common stock of each of
Reorganized DDi's (as defined in the Term Sheet) direct and indirect
subsidiaries (other than DDI Europe or its European subsidiaries) not previously
pledged to the Lenders to secure the Restructuring Loan Documents; (xxvii) any
suit or action shall have been commenced by the Debtors against any of the
Senior Debt Parties, that asserts any claim, or legal or equitable remedy or
that seeks subordination of any lien existing in favor of the Administrative
Agent or the Lenders; (xxviii) any suit or action shall have been commenced by
anyone other than the Debtors against any of the Senior Debt Parties, that
asserts any claim, or legal or equitable remedy or that seeks subordination of
any lien existing in favor of the Administrative Agent or the Lenders, and the
Court enters an order granting any such relief which is not dismissed or stayed
within five (5) days of its entry; (xxix) the treatment of the holders of the
Senior Discount Notes shall not be approved by the Required Lenders; (xxx) any
member of the Company Group files a motion seeking or the Bankruptcy Court
enters an order (A) approving material payments to any creditor or group of
constituents that is not acceptable to Required Lenders, (B) granting relief
from the automatic stay to any holder of a security interest to permit
foreclosure on assets with a value over $100,000 or (C) approving any material
settlement or other material stipulation with any creditor or group of
constituents; (xxxi) any representation or warranty made by any member of the
Company Group or its agents or representatives to the Consenting Lenders or in
connection with this Agreement is false or misleading in any material respect
when made; or (xxxii) January 30, 2004.
6. Good Faith Cooperation; Further Assurances; Acknowledgment; Definitive
Documents. The Parties shall cooperate with each other in good faith and shall
coordinate their activities (to the extent practicable) in respect of (a) all
matters relating to their rights in respect of any member of the Company Group
or otherwise in connection with their relationship with the members of the
Company Group, (b) all matters concerning the implementation of the
Restructuring Terms, and (c) the pursuit and support of the Restructuring
Transaction. Furthermore, subject to the terms hereof, each of the Parties shall
take such action as may be necessary to carry out the purposes and intent of
this Agreement, including making and filing any required regulatory filings and
voting any other debt or equity securities of the Company Group in favor of the
Restructuring Transaction (provided that no Consenting Lender shall be required
to incur any expense, liability or other obligation), and shall refrain from
taking any action that would frustrate the purposes and intent of this
Agreement, including proposing a plan that is not the Conforming Plan. While the
Consenting Lenders commit herein to support the Restructuring Transaction and
the Conforming Plan, this Agreement is not and shall not be deemed a
solicitation for consent to the Conforming Plan or a solicitation to tender or
exchange any Indebtedness (as defined in the Credit Agreement). Notwithstanding
anything to the contrary contained in this Agreement, the obligations of the
Parties hereunder shall be expressly subject to the preparation of definitive
documents (the "Definitive Documents") implementing, achieving and relating to
the Restructuring Terms and this Agreement, including, without limitation: (i)
(a) the Conforming Plan, the Conforming Disclosure Statement, the order of the
Bankruptcy Court
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confirming the Conforming Plan which shall be in form and substance acceptable
to the Parties (the "Confirmation Order"), and any related ballots, releases and
settlement documents, (b) definitive documentation relating to the management
incentive plan, the common stock of reorganized DDi, the preferred stock of DDi
Europe, and other related documents, each of which are more specifically
described in the Restructuring Terms, shall contain terms and conditions
consistent in all material respects with the Restructuring Terms, and shall be,
satisfactory in form and substance to the Parties signatory thereto or
beneficiaries thereof, (c) the Conforming Restructuring Loan Documents, and (d)
all other agreements, instruments, orders or other documents necessary or
appropriate to consummate the transactions contemplated by this Agreement, the
Term Sheet, the Conforming Restructuring Loan Documents or the Conforming Plan,
each of which documents must be in form and substance acceptable to each of the
Parties (except as otherwise provided in the Term Sheet), and (ii) any "first
day" orders and motions which must be in form and substance acceptable to each
of the Parties. Each Party hereby covenants and agrees (i) to negotiate in good
faith the Definitive Documents and (ii) to execute (to the extent they are a
party thereto) and otherwise support the Definitive Documents.
7. Consent. By execution hereof, each of Consenting Lender consents and
authorizes JPMorgan Chase Bank, in its capacity as Administrative Agent under
the Credit Agreement, to enter into and execute, on behalf of such Consenting
Lender, the Restructuring Loan Documents; provided, that each Consenting Lender
agrees that modifications to the terms of the Restructuring Transaction may be
approved by the Required Lenders (as defined in the Term Sheet) except that any
changes to the following shall require the consent of 100% of the Consenting
Lenders: (1) any extension of scheduled date of any amortization payment; (2)
any reduction of principal; (3) any extension of final maturity date of any
loan; (4) any reduction in stated rate of interest or fees or any extension of
the payment date thereof; (5) any reduction to any voting percentage
requirements; (6) any release of material collateral or guarantees; or (7) any
material changes in use of cash collateral.
8. Further Acquisitions. This Agreement shall in no way be construed to
preclude any Consenting Lender from acquiring additional Lender Indebtedness.
However, any such Lender Indebtedness so acquired shall automatically be deemed
to be subject to all of the terms of this Agreement.
9. Additional Claims or Equity Interests. To the extent any Consenting
Lender acquires additional debt or Lender Indebtedness, each such Consenting
Lender agrees that such debt, Claims, claims or equity interests shall be
subject to this Agreement.
10. Representations and Warranties. Each Party, severally (and not
jointly), represents and warrants to the other Parties that the following
statements are true, correct and complete as of the date hereof:
(a) it is duly organized, validly existing, and in good standing under
the laws of the state of its organization, and has all requisite corporate,
partnership, limited liability company or similar authority to enter into this
Agreement and carry out the transactions contemplated hereby and perform its
obligations contemplated hereunder; and the execution and delivery of this
Agreement and the performance of such Party's obligations hereunder have been
duly authorized by all necessary corporate, limited liability, partnership or
other similar action on its part;
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(b) the execution, delivery, and performance by such Party of this
Agreement does not and shall not (i) violate any provision of law, rule or
regulation applicable to it or any of its subsidiaries or its certificate of
incorporation or bylaws or other organizational documents or those of any of its
subsidiaries, or (ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any material contractual
obligation to which it or any of its subsidiaries is a party;
(c) the execution, delivery, and performance by such Party of this
Agreement does not and shall not require any registration or filing with,
consent or approval of, or notice to, or other action to, with or by, any
federal, state or governmental authority or regulatory body, except such filings
as may be necessary and/or required for disclosure by the Securities and
Exchange Commission and in connection with the Chapter 11 Cases, the Conforming
Disclosure Statement and the Conforming Plan. Although none of the Parties
intend that this Agreement should constitute, and they each believe that it does
not constitute, a solicitation and acceptance of the Conforming Plan, they each
acknowledge and agree that, regardless of whether its Relevant Claims or the
Conforming Restructuring Loan Documents constitute "securities" within the
meaning of the Securities Act of 1933, (i) each of the Consenting Lenders is an
"accredited investor" as such term is defined in Rule 501(a) of the Securities
Act of 1933 and a "qualified institutional buyer" as such term is defined in
Rule 144A of the Securities Act of 1933 and (ii) adequate information was
provided by the Company Group to each such Consenting Lender in order to enable
it to make an informed decision such that, were this Agreement to be construed
as or deemed to constitute such a solicitation and acceptance, such solicitation
was (i) in compliance with any applicable nonbankruptcy law, rule, or regulation
governing the adequacy of disclosure in connection with such solicitation, or
(ii) if there is not any such law, rule, or regulation, solicited after
disclosure to such holder of "adequate information" as such term is defined in
Section 1125(a) of the Bankruptcy Code;
(d) if such Party is a Consenting Lender, such Consenting Lender has
reviewed this Agreement and all exhibits hereto and has received all such other
information as it deems necessary and appropriate to enable it to evaluate the
financial risks inherent in the Restructuring Transaction; and
(e) this Agreement is the legally valid and binding obligation of it,
enforceable in accordance with the terms hereof, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability or a ruling of the Bankruptcy Court.
11. Amendments and Waivers. This Agreement may not be modified, amended or
supplemented except in a writing signed by each member of the Company Group and
the Required Lenders; provided, further, that any modification or amendment to
this Section 11 shall require the written consent of all of the Parties;
provided, further, that any modification of, or amendment or supplement to, this
Agreement (including the Restructuring Terms) that materially and adversely
affects any Party shall require the written consent of the Party so affected. A
Termination Event may not be waived except in a writing signed by the Required
Lenders no later than three (3) business days following the occurrence of a
Termination Event; provided however, that the Termination Event in Section 5(i)
may not be waived, modified or amended.
9
12. Other Existing Support Agreements. Each Consenting Lender acknowledges
that other parties are being requested to sign the PSA, and that a condition of
the Term Sheet is that the PSA shall have been executed and delivered, no later
than August 8, 2003, by (a) each member of the Company Group and (b) the
Consenting Subordinated Noteholders (as defined in the PSA) holding at least
forty-two and a half percent (42.5%) of the aggregate principal amount of
Subordinated Notes (as defined in the PSA), with a copy to the Administrative
Agent.
13. Conditions to Effectiveness. This Agreement shall not become effective
and binding on the Parties unless and until (i) counterpart signature pages and
Joinders, as applicable, shall have been executed and delivered, no later than
August 1, 2003, by each member of the Company Group, the Administrative Agent
and one-hundred percent (100%) of the holders of Lender Indebtedness (the
"Consenting Lenders"), to the Administrative Agent; (ii) Details shall have
established and funded the Reserved Cash Account with the amount provided in the
Term Sheet; (iii) Details shall have established and funded the JPM Controlled
Account (as defined in the Budget and Funding Mechanism); and (iv) DDi shall
have established the Restructuring Fee Account (as defined in the Budget and
Funding Mechanism).
14. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. BY ITS
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT
WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY
SUCH ACTION, SUIT OR PROCEEDING, MAY BE BROUGHT IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY ACCEPTS AND SUBMITS
ITSELF TO THE NONEXCLUSIVE JURISDICTION OF EACH SUCH COURT, GENERALLY AND
UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING, AND WAIVES
ANY OBJECTION IT MAY HAVE TO VENUE OR THE CONVENIENCE OF THE FORUM.
15. Specific Performance. This Agreement, including without limitation the
Parties' agreement herein to support the Restructuring Transaction and to
facilitate its consummation, is intended as a binding commitment enforceable in
accordance with its terms. It is understood and agreed by each of the Parties
that money damages would not be a sufficient remedy for any breach of this
Agreement by any Party and each non-breaching Party shall be entitled to
specific performance and injunctive or other equitable relief as a remedy of any
such breach.
16. Survival. Notwithstanding (i) any sale of the debt or Claims in
accordance with Sections 3(a)(iii), or (ii) the termination of this Agreement
pursuant to Section 5, the agreements and obligations of the Parties in Sections
14, 16, 18, 20, 21, 26 and 27 shall survive such sale and/or termination and
shall continue in full force and effect for the benefit of the Consenting
Lenders in accordance with the terms hereof.
17. Headings. The headings of the Sections, paragraphs and subsections of
this Agreement are inserted for convenience only and shall not affect the
interpretation hereof.
10
18. Successors and Assigns; Severability; Several Obligations. This
Agreement is intended to bind and inure to the benefit of the Parties and their
respective successors, assigns, heirs, executors, administrators and
representatives. The invalidity or unenforceability at any time of any provision
hereof shall not affect or diminish in any way the continuing validity and
enforceability of the remaining provisions hereof. The agreements,
representations and obligations of the Consenting Lenders under this Agreement
are, in all respects, several and not joint.
19. No Third-Party Beneficiaries. Unless expressly stated herein, this
Agreement shall be solely for the benefit of the Parties hereto and, to the
extent contemplated by the Term Sheet, the Consenting 5 l/4% Subordinated
Noteholders and the Consenting 6 1/4% Subordinated Noteholders, and no other
person or entity shall be a third party beneficiary hereof.
20. Prior Negotiations; Entire Agreement. This Agreement constitutes the
entire agreement of the Parties, and supersedes all other prior and
contemporaneous negotiations, agreements, representations, warranties and
understandings of the parties, whether oral, written or implied, with respect to
the subject matter hereof, except that the Parties acknowledge that, except as
provided in Section 21 below, any confidentiality agreements heretofore executed
between any member of the Company Group and each Consenting Lender shall
continue in full force and effect.
21. Confidentiality. Each member of the Company Group and each Consenting
Lender agrees to use commercially reasonable efforts to maintain the
confidentiality of (a) the individual identities and individual holdings of each
Consenting Lender, Consenting 5 1/4% Subordinated Noteholder and Consenting
6 1/4% Subordinated Noteholder; provided, however, that such information may be
disclosed (i) to the Parties' respective directors, trustees, executives,
officers, auditors, and employees and financial and legal advisors or other
agents (collectively referred to herein as "Representatives"), (ii) to person in
response to, and to the extent required by, (x) any subpoena, or other legal
process or (y) any bank regulatory agency or any other regulatory agency or
authority. If any Party or its Representative receives a subpoena or other legal
process as referred to in clause (ii)(x) above in connection with the Agreement,
such Party shall provide the other Parties with prompt written notice of any
such request or requirement, to the fullest extent permissible and practicable
under the circumstances, so that the other Parties may seek a protective order
or other appropriate remedy or waiver of compliance with the provisions of this
Agreement. Notwithstanding the provisions in this Section 21, (i) the Company
Group may disclose (a) the existence of and nature of support evidenced by this
Agreement in one or more public releases that have first been sent to the
respective counsel for the Administrative Agent for review and comment, and (b)
in the context of any such releases, the aggregate holdings of the Consenting
Lenders (but, as indicated above, not their identities or their individual
holdings), (ii) any Party hereto may disclose the identities to the Parties
hereto and their individual holdings in any action to enforce this Agreement or
in an action for damages as a result of any breaches hereof, and (iii) to the
extent required by the Bankruptcy Code, Bankruptcy Rules, Local Rules of the
Bankruptcy Court or other applicable rules, regulations or procedures of the
Bankruptcy Court or the Office of the United States Trustee, the Company Group
may disclose the individual identities of the Consenting Lenders in a writing
that has first been sent to the counsel for the Administrative Agent for review
and comment on five (5) business days' notice.
11
22. Independent Due Diligence and Decision-Making. Each of the undersigned
Lenders hereby confirms that its decision to execute this Agreement has been
based upon its independent investigation of the operations, businesses,
financial and other conditions and prospects of the Company Group, without
reliance upon the Administrative Agent, the unofficial steering committee of
Lenders, any of their respective affiliates or any of their respective advisors
or representatives. To the extent any materials or information have been
furnished to it by such persons, the undersigned hereby acknowledges that they
have been provided for informational purposes only, without any representation
or warranty.
23. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same agreement. Delivery of an executed signature page of
this Agreement by facsimile shall be effective as delivery of a manually
executed signature page of this Agreement.
24. Notices. Any notice required or desired to be served, given or
delivered under this Agreement shall be in writing, and shall be deemed to have
been validly served, given or delivered if provided by personal delivery, or
upon receipt of fax delivery, during standard business hours (from 8:00 a.m. to
6:00 p.m.) as follows:
a. if to the Consenting Lenders, to Xxxxxxxx X. XxXxxxxx, Xxxxxxx
Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Facsimile No.: 000-000-0000; and
b. if to any member of the Company Group, to Xxxxxxx Xxxxx, Xxxxxxxx
& Xxxxx LLP, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000, Facsimile No.: (000) 000-0000
With copies to: Xxxxxx X. Xxxxxxx
Xxxxxxx, Xxxxxxxx & Xxxxx Professional Corporation
1901 Avenue of the Stars, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile No.: (000)000-0000
Attorneys for the Ad Hoc Committee of Subordinated
Noteholders
25. Rule of Interpretation. Notwithstanding anything contained herein to
the contrary, it is the intent of the Parties that all references to votes or
voting in this Agreement be interpreted to include (i) votes or voting on a plan
of reorganization under the Bankruptcy Code, and (ii) all means of expressing
agreement with, or rejection of, as the case may be, a restructuring or
reorganization transaction that is not implemented under the Bankruptcy Code.
26. Reservation of Rights. Except as expressly provided in this Agreement
and in any amendment among the Parties, nothing herein is intended to, or does,
in any manner waive, limit, impair or restrict the ability of each of the
Parties to protect and preserve its rights, remedies and interests, including
without limitation, its claims against any member of the Company Group or its
full participation in any bankruptcy case filed by any member of the Company
Group or any of its affiliates and subsidiaries. Nothing herein shall be deemed
an admission of any kind. If the transactions contemplated herein, in the
Conforming Plan or in the Conforming Restructuring Loan Documents are not
consummated, or this Agreement is
12
terminated for any reason, the Parties hereto fully reserve any and all of their
rights. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable
state rules of evidence and any other applicable law, foreign or domestic, this
Agreement and all negotiations relating thereto shall not be admissible into
evidence in any proceeding other than a proceeding to enforce its terms.
27. Disclosure of Holdings. Unless required by applicable law or regulation
or otherwise provided for in this Agreement, no Party shall disclose the amount
of any Consenting Lender's holdings of debt to any third party without the prior
written consent of such Consenting Lender; provided, however, that (a) if such
disclosure is required by law or regulation, the disclosing Party shall afford
the relevant Consenting Lender a reasonable opportunity to review and comment in
advance of such disclosure and shall take all reasonable measures to limit such
disclosure, and (b) the foregoing shall not prohibit the disclosure of
approximate aggregate group holdings by class of debt.
28. Prevailing Party. If any Party brings an action or proceeding against
any other Party based upon a breach by such Party of its obligations hereunder,
the prevailing Party shall be entitled to all reasonable expenses incurred,
including reasonable attorneys', accountants' and financial advisors fees in
connection with such action or proceeding.
29. Fiduciary Duties. Notwithstanding anything to the contrary herein,
nothing in this Agreement shall limit the ability of any member of the Company
Group or any of their respective directors or officers (in such person's
capacity as a director or officer of the respective member of the Company Group)
to take any action, or to refrain from taking any action, to the extent required
to comply with its or their fiduciary obligations under applicable law.
30. Several not Joint. The agreements, representations and obligations of
the Parties under this Agreement are, in all respects, several and not joint.
31. No Admissions. This Agreement shall in no event be construed as or be
deemed to be evidence of an admission or concession on the part of any Party of
any claim or fault or liability or damages whatsoever. Each of the Parties
denies any and all wrongdoing or liability of any kind and does not concede any
infirmity in the claims of defenses which it has asserted or could assert.
[Remainder of page intentionally left blank; remaining pages are signature
pages.]
13
IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be duly
executed and delivered by their respective, duly authorized officers as of the
date first written above.
DDi CAPITAL CORP.
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
DYNAMIC DETAILS, INCORPORATED
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
DYNAMIC DETAILS, INCORPORATED, SILICON
VALLEY
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
DDi Corp.
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
DYNAMIC DETAILS, INCORPORATED, VIRGINIA
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
DYNAMIC DETAILS TEXAS, LP.
By: Dynamic Details Texas Holdings Corp.
By: /s/ XXXXXXX X.XXXXXXXX
-----------------------------------
Title: VP
By: DDi-TEXAS INTERMEDIATE HOLDINGS,
L.L.C.
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
14
By: DYNAMIC DETAILS TEXAS HOLDINGS CORP.
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
By: DYNAMIC DETAILS INCORPORATED,
COLORADO SPRINGS
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
By: DYNAMIC DETAILS INCORPORATED, TEXAS
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: VP
JPMORGAN CHASE BANK, as
Administrative Agent, Collateral Agent, Co-
Syndication Agent
By: /s/ XXXXXXX X.XXXXXXXX
---------------------------------------
Title: Vice-President
15
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by JPMorgan
Chase Bank (the "Joining Party") as of August 1, 2003. Each capitalized term
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ Xxxxxxxx X. Xxxx
------------------------------------
By: JPMorgan Chase Bank
Name: Xxxxxxxx X. Xxxx
Title: Vice President
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
XXXxxxxx Xxxxx Xxxx, 00xx Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxx
Fax No.: 000-000-0000
Tel. No.: 000-000-0000
With a Copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No.: 000-000-0000
Tel. No.: 000-000-0000
Acknowledged:
By:
----------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Bank
Austria Creditanstalt Corporate Finance (the "Joining Party") as of August
1,2003. Each capitalized term used herein but not otherwise defined shall have
the meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxx
-------------------------------- -----------------------------
Name: Xxxxx Xxxxx Xxxxx Xxxx
Title: Director Managing Director
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxx Xxxxx
HVB Americas
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1,2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered by
The Bank of Nova Scotia (the "Joining Party") as of August 1,2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ Xxxx Xxxxxxx
------------------------------------
By: The Bank of Nova Scotia
Name: Xxxx Xxxxxxx
Title: Director
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
Xxxx Xxxxxxx
Scotia Capital
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Ph: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx
With a Copy to:
Xxxxx Xxxxx
Scotiabanc Inc.
000 Xxxxxxxxx Xxxxxx X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Ph: 000-000-0000
Fax: 000-000-0000
Acknowledged:
By:
--------------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Citizens
Bank (the "Joining Party") as of August 1, 2003. Each capitilized term used
herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/
------------------------------------
By: CITIZENS BANK OF MA
Name: XXXXXX X. XXXXXXXX
Title: VICE PRESIDENT
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Citizen Bank of MA
00 Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxx, XX 00000
With a Copy to: __________________
__________________
00, Xxx Xxxxxx Xxxxxxx
_______ MA 02767
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
Crescent/Mach I Partners, L.P. (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
Its Investment Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: XXXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title:
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxxxxx Xxxxx
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
CypressTree Investment Partners I, Ltd. (the "Joining Party") as of August 1,
2003. Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for a11 purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
CypressTree Investment Partners I, Ltd.,
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------
Name: Xxxxxxx X Xxxxxx, Xx.
Title: Managing Director
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
-----------------------------------------
Notice Address:
Xxx Xxxxxxxxxx Xxxx
0xx Xxxxx
Xxxxxx, XX 00000
xxxxxxx@xxxxxxx.xxx
With a Copy to:
N/A
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
CypressTree Investment Partners II, Ltd. (the "Joining Party") as of August 1,
2003. Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
CypressTree Investment Partners II, Ltd.,
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager.
By: /s/ Xxxxxxx X. Xxxxxx,
--------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Managing Director
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
Xxx Xxxxxxxxxx Xxxx
0xx Xxxxx
Xxxxxx, XX 00000
xxxxxxx@xxxxxxx.xxx
With a Copy to:
N/A
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Debt
Strategies Fund, Inc. (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Debt Strategies Fund, Inc.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxxxx Xxxxx Investment Managers, L.P.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Area 1B
Attn: Xxxxxx Xxxxxxx
With a Copy to: Xxxxxxxxx Xxxxxxx at the same address
Acknowledged:
By:
---------------------------
Name:
Title:
EXHIBIT C
JOINDER
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Deutsche
Bank Trust Company Americas (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Dresdner
Bank AG, New York and Grand Cayman Branches (the "Joining Party") as of August
1, 2003. Each capitalized term used herein but not otherwise defined shall have
the meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first xxxxxx above.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxx
-------------------------------- -------------------------------
Name: XXXXX X. XXXXXXXXX Name: XXXXX X. XXXX
Title: DIRECTOR Title: VICE PRESIDENT
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
EXHIBIT C
JOINDER
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by FLEET
NATIONAL BANK (the "Joining Party") as of August 1, 2003. Each capitalized term
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ Xxxxxx Xxxxxxx
------------------------------------
By: Fleet National Bank
Name: Xxxxxx Xxxxxxx
Title: Vice President
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
EXHIBIT C
JOINDER
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by FLEET
NATIONAL BANK (f.k.a. BankBoston) (the "Joining Party") as of August 1, 2003.
Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ Xxxxxx Xxxxxxx
------------------------------------
By: Fleet National Bank (f.k.a. BankBoston)
Name: Xxxxxx Xxxxxxx
Title: Vice President
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Grayston
CLO 2001-01 Ltd. (the "Joining Party") as of August 1, 2003. Each capitalized
term used herein but not otherwise defined shall have the meaning set forth in
the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Grayston CLO 2001-01 Ltd.
By: Bear Xxxxxxx Asset Management Inc.
as its Collateral Manager
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
By:
Name: Xxxxx X. Xxxxxxxxxx
Title: Associate Director
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by GSC
PARTNERS GEMINI FUND LIMITED (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
GSC PARTNERS GEMINI FUND LIMITED
By: Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt: Revolver
------------------------------------
Notice Address:
Xxxxxx X. Xxxxxx
GSC Partners
000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1,2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered by
HARBOUR TOWN FUNDING TRUST (the "Joining Party") as of August 1,2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
HARBOUR TOWN FUNDING TRUST
/s/ Illegible
------------------------------------
By:
Name: ____ X. Xxxxxx
Title: Authorized Agent
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
Bank of America, N.A.
000 X. Xxxxx Xxxxxx
XXx-000-00-00
Xxxxxxxxx, XX 00000
Attention: Harbour Town Funding Trust
Telephone: (000)000-0000
Facsimile: (000)000-0000
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1,2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered by
IBM Credit LLC (the "Joining Party") as of August 1,2003. Each capitalized term
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as
of the date first written above.
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------
By: IBM Credit LLC
Name: Xxxxxx X. Xxxxxxxx
Title: Manager, Global Special
Handling Group
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
Xxxxx Xxxxxx Xxxxx
Xxxx Xxxx XX000
Armonk, N.Y.10504-2575
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1,2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered by
Indosuez Capital Funding IIA, Limited (the "Joining Party"') as of August
1,2003. Each capitalized term used herein but not otherwise defined shall have
the meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ Xxxxxxx Xxxxxxxxx
------------------------------------
By: Indosuez Capital Funding IIA,
Limited
Name: Xxxxxxx Xxxxxxxxx
Title: Principle and Portfolio Manager
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt: Term Loan B
------------------------------------
Notice Address:
Please mail and fax Payment, Interest and Funding Notices to:
Chase Bank of Texas
Attn: Xxxxxx Xxxxx
Asset Backed Group
A/C 2300701
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000-0000
Telephone: (000)000-0000
Facsimile: (000)000-0000
With a Copy to:
Please mail and/or fax all Legal Documents, Financial Statements and
Administrative Matters to:
Indosuez Capital
Attn: Xxxxx Xxxxxx
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Acknowledged:
/s/ Xxxxxxx Xxxxxxxxx
-------------------------------
By: Indosuez Capital Funding
IIA, Limited
Name: Xxxxxxx Xxxxxxxxx
Title: Principle and Portfolio
Manager
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
KZH____________ (the "Joining Party") as of August 1,2003. Each capitalized term
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ HI HUA
------------------------------------
By:
Name: HI HUA
Title: AUTHORIZED AGENT
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxxxxx Xxxxxx
KZH CRESCENT-2 LLC
c/o JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
With a Copy to: Tel; 000-000-0000
Fax: 000-000-0000
E-Mail: xxxxxxxx.x.xxxxxx@xxxxxxxxx.xxx
Xxxx XxXxxxxxx
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx. 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxx.xxxxxxxxx@xxxx.xxx
Acknowledged:
By: /s/ XXXXXX XXXXXXX
--------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreements"), is executed and delivered by KZH
Crescent-3LLC (the "Joining Party") as of August 1, 2003. Each capitalized term
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified ftom time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ HI HUA
------------------------------------
By:
Name: HI HUA
Title: AUTHORIZED AGENT
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxxxxx Xxxxxx
KZH CRESCENT-3 LLC
c/o JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
With a Copy to: Tel: 000-000-0000
Fax: 212-622-O123
E-Mail: xxxxxxxx.x.xxxxxx@xxxxxxxxx.xxx
Xxxx XxXxxxxxx
Weil. Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxx.xxxxxxxxx@xxxx.xxx
Acknowledged;
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by KZH
CypressTree-1 LLC (the "Joining Party") as of August 1, 2003. Each capitalized
term used herein but not otherwise defined shall have the meaning set forth in
the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ HI HUA
------------------------------------
By:
Name: HI HUA
Title: AUTHORIZED AGENT
Princinal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxxxxx Xxxxxx
KZH CypressTree-1 LLC
c/o JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
With a Copy to: Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxxxxxx.x.xxxxxx@xxxxxxxxx.xxx
Xxxx XxXxxxxxx
Weil, Gorshal & Xxxxxx LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxx.xxxxxxxxx@xxxx.xxx
Acknowledged:
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
MASSACHUSETTS MUTUAL LIFE INSURANCE CO. (the "Joining Party") as of August 1,
2003. Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
MASSACHUSETTS MUTUAL LIFE INSURANCE CO.
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Name: XXXXXX X. XXXX
Title: SECOND VICE PRESIDENT AND
ASSOCIATE GENERAL COUNSEL
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt Term Loan B
------------------------------------
Notice Address: c/o Xxxxx X. Xxxxxx & Co., Inc
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxx
With a Copy to: Xxxx Xxx XxXxxxxx
(same address as above
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
MASSMUTUAL HIGH YIELD PARTNERS II, LLC (the "Joining Party") as of August 1,
2003. Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: /s/ XXXXX ONUKWUEHA
---------------------------------------
Name: XXXXX ONUKWUEHA
Title: VICE PRESIDENT, HYP Management Inc.,
As Managing Member
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt Term Loan B
------------------------------------
Notice Address: c/o Xxxxx X. Xxxxxx & Co., Inc
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxx
With a Copy to: Xxxx Xxx XxXxxxxx
(same address as above
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1,2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered by
Master Senior Floating Rate Trust (the "Joining Party") as of August 1, 2003.
Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Master Senior Floating Rate Trust
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt (Tranche B)
------------------------------------
Notice Address: Xxxxxxx Xxxxx Investment Managers, L.P.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Area IB
Attn: Xxxxxx Xxxxxxx
With a Copy to: Xxxxxxxxx Xxxxxxx at the same address
Acknowledged:
By:
----------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Xxxxxxx
Xxxxx Prime Rate Portfolio (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Part to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Xxxxxxx Xxxxx Prime Rate Portfolio
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investment Advisor
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt (Tranche B)
------------------------------------
Notice Address: Xxxxxxx Xxxxx Investment Managers, L.P.
000 Xxxxxxxx Xxxx
Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000
Area 1B
Attn: Xxxxxx Xxxxxxx
With a Copy to: Xxxxxxxxx Xxxxxxx at the same address
Acknowledged:
By:
----------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Xxxxxx
Xxxxxxx Prime Income Trust (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------
By: Xxxxxx Xxxxxxx Prime Income Trust
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Director
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxxx Xxxxxxx Prime Income Trust
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax: 212,762,7428
With a Copy to: Same address as above
Attn: Xxx Xxxxxxx
Fax: 212,762,7428
Acknowledged:
By:
----------------------------
Name:
Title:
EXHIBIT C
JOINDER
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by PILGRIM
AMERICA HIGH INCOME INVESTMENTS LTD, (the "Joining Party") as of August 1, 2003.
Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forfh in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxxx X. Xxx
--------------------------------
Xxxxxx X. Xxx
Senior Vice President
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt Term Loan B
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
EXHIBIT C
JOINDER
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
___________________ (the "Joining Party") as of August 1, 2003. Each capitalized
term used herein but not otherwise defined shall have the meaning set forth in
the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Govering Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
____________________________
By: ING Investments, LLC
as its Investment manager
By: /s/ Xxxxxx X. Xxx
--------------------------------
Name: Xxxxxx X. Xxx
Title: Senior Vice President
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt Term Loan B
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Sankay
High Yield Partners II, L.P. (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Sankaty High Yield Partners II, L.P.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by Sankaty
Advisors, LLC, as Collateral Manager for Xxxxx Point II CBO 2000-1 LTD., as Term
Lender (the "Joining Party") as of August 1, 2003. Each capitalized term used
herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Sankaty Advisors, LLC, as Collateral
Manager for Xxxxx Point II CBO
2000-1 LTD., as Term Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1, 2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered
by Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd.,
as Term Lender (the "Joining Party") as of August 1, 2003. Each capitalized term
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I - INGOTS, Ltd.,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1, 2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered
by Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as
Term Lender (the "Joining Party") as of August 1, 2003. Each capitalized term
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above,
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1, 2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered by
Smoky River CDO, LP (the "Joining Party") as of August 1, 2003. Each capitalized
term used herein but not otherwise defined shall have the meaning set forth in
the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
Smoky River CDO, LP
By: RBC Leveraged Capital as
Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Partner
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
SMOKY RIVER CDO, L.P.
Administrative Details Form
Administrative Contacts (for interest, fees, paydown and rollover notices)
Original to: Copy to:
--------------------------------------------------------------------
XX Xxxxxx Xxxxx RBC Leveraged Capital
000 Xxxxxx Xxxxxx Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000 000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
--------------------------------------------------------------------
Contact: Xxxxx Lisbon Contact: Xxxxxxxx Xxxxxx/Xxxxx Xxxxx
--------------------------------------------------------------------
Phone: (000)000-0000 Phone: (000) 000-0000/8351
--------------------------------------------------------------------
Fax: (000)000-0000 Fax: (000) 000-0000
--------------------------------------------------------------------
Email: Xxxxx.Xxxxxx@xxxxx.xxx Email: Xxxxxxxx.Xxxxxx@xxxxx.xxx
Xxxxx.Xxxxx@xxxxx.xxx
--------------------------------------------------------------------
Credit Contact (for credit agreements, amendments and waivers)
Xxxxxxx Xxxxxx
Director
RBC Leveraged Capital
One Liberty Plaza
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Phone:(000)000-0000
Fax:(000)000-0000
Email: Xxxxxxx.Xxxxxx@xxxxx.xxx
Signature Block
-----------------------------------------------------------------------------------------
For Primary Syndications For Amendments and Secondary Trades
-----------------------------------------------------------------------------------------
Smoky River CDO, L.P., Smoky River CDO, L.P.,
By RBC Finance B.V. as Collateral Manager By RBC Leveraged Capital as Portfolio Advisor
By: By:
---------------------------------- ----------------------------------
-----------------------------------------------------------------------------------------
Payment Instructions
Chase Manhattan Bank - Texas
Houston, Texas
ABA #000000000
A/C: 00102619468
BNF Name: Wires Clearing- Asset Backed Securities
BNF Address: Chase Tower Houston, Houston, TX
FFC: Smoky River
A/C# 5503001-2001501
OBI: Xxxxx Lisbon/[description]
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by XXXXXX
CDO, LTD (the "Joining Party" as of August 1, 2003. Each capitalized term used
herein but not otherwise defined shall have the meaning set forth in the
Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
XXXXXX CDO, LIMITED
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: XXXXXX X. XXXX
Title: SECOND VICE PRESIDENT AND
ASSOCIATE GENERAL COUNSEL
By: MASS MUTUAL LIFE INSURANCE COMPANY
as Collateral Manager
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: C/o Xxxxx X. Xxxxxx & Co., Inc
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxx
With a Copy to:
Xxxx Xxx Xx Xxxxxx
(same address as above)
Acknowledged:
By:
---------------------------
Name:
Title:
EXHIBIT C
JOINDER
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement"), is executed and delivered by
SUNAMERICA SENIOR FLOATING RATE FUND, INC. (the "Joining Party") as of August 1,
2003. Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
EXHIBIT
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as
of the date first written above.
SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: XXXXXXXXX CAPITAL PARTNERS LLC, as SUBADVISOR
Name:
Title:
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: 000 XXXX XXX
XXX XXXX, XX 00000
With a Copy to:
Acknowledged:
By: /s/ Illegible
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August 1,
2003, by and among each member of the Company Group and the Consenting Lenders,
all signatories thereto (the "Agreement, is executed and delivered by TCW Select
Loan Fund, Limited (the "Joining Party") as of August 1, 2003. Each capitalized
term used herein but not otherwise defined shall have the meaning set forth in
the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: XXXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title:
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address: Xxxxxxxx Xxxxx
With a Copy to:
Acknowledged:
By:
---------------------------
Name:
Title:
JOINDER TO RESTRUCTURING SUPPORT AGREEMENT
This Joinder to the Restructuring Support Agreement, dated as of August
1,2003, by and among each member of the Company Group and the Consenting
Lenders, all signatories thereto (the "Agreement"), is executed and delivered by
XXX XXXXXX SENIOR LOAN FUND (the "Joining Party") as of August 1, 2003. Each
capitalized term used herein but not otherwise defined shall have the meaning
set forth in the Agreement.
1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Lender"
and a "Party" for all purposes under the Agreement.
2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Lenders set forth in the Agreement to each other Party to the
Agreement.
3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.
4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.
XXX XXXXXX SENIOR LOAN FUND
By: Xxx Xxxxxx Investment Advisory Corp.
/s/ Xxxxxxxxx Xxxxxxxx
------------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------
Notice Address:
Xxx Xxxxxx Senior Loan Fund
One Xxxxxxxx Xxxxx, 0xx Xxxxx
Attn: Xxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
e-mail: xxxxxxxx@xxxxxxxxx.xxx
With a Copy to:
Xxxxx Xxxxxxxxx
State Street Bank & Trust
Fax: 000-000-0000
Acknowledged:
By:
--------------------------------
Name:
Title:
