Exhibit 10.8
AMENDMENT NO. 3 TO AMENDED AND RESTATED
CREDIT AGREEMENT AND LIMITED WAIVER
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND
LIMITED WAIVER (this "Amendment No. 3"), dated as of December 31, 2003 is made
among GENCORP INC., an Ohio corporation ("Borrower"), DEUTSCHE BANK TRUST
COMPANY AMERICAS (f/k/a Bankers Trust Company), for itself, as a Lender and as
Administrative Agent for the Lenders ("Administrative Agent"), and the other
Lenders signatory to the hereinafter defined Credit Agreement.
RECITALS
--------
A. The Administrative Agent, the Lenders and the Borrower are party to
that certain Amended and Restated Credit Agreement dated as of December 28, 2000
and amended and restated as of October 2, 2002 (as amended by that certain
Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver and
Consent dated as of July 29, 2003 ("Amendment No. 1") and that certain Amendment
No. 2 to Amended and Restated Credit Agreement dated as of August 25, 2003
("Amendment No. 2")) (collectively with Amendment No. 1 and Amendment No. 2, and
as further amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement").
B. On and subject to the terms and conditions hereof, the
Administrative Agent, the Lenders and the Borrower wish to amend certain
provisions of the Credit Agreement as set forth herein, all subject to the
express terms and conditions specified in this Amendment No. 3.
C. This Amendment No. 3 shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment No. 3; capitalized terms
used herein without definition are so used as defined in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Amendments to Credit Agreement. On the Amendment Effective Date (as
hereinafter defined), the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement shall be amended by
inserting the following definitions in the applicable alphabetical
order:
""Snappon Plant Closure" means the closure by the Borrower,
directly or through one of its Subsidiaries, of the
manufacturing plant owned by Snappon SA and located in
Snappon, France and the liquidation and dissolution of Snappon
SA on or before November 30, 2005.
"2004 Subordinated Notes" means, collectively, those certain
unsecured subordinated notes to be issued by the Borrower on
or prior to February 28, 2004 in a minimum principal amount
not less than $90,000,000 and in a maximum principal amount
which shall not exceed $125,000,000 at any
time outstanding, provided that the initial principal
amortization or sinking fund payment of all or any of such
notes shall occur no earlier than June 30, 2009, as the same
may be amended, restated, supplemented or otherwise modified
from time to time as permitted hereunder."
(b) Subsection 2.10(a)(i)(A) of the Credit Agreement shall be
deleted in its entirety and the following is substituted in lieu
thereof:
"(A) the aggregate LC Obligations at such time would
exceed the Dollar Equivalent of Seventy Five Million Dollars
($75,000,000), or"
(c) Section 4.4 of the Credit Agreement shall be amended by
inserting the following new subsection (m) immediately after subsection
(l) thereof:
"(m) Mandatory Prepayment Upon Issuance of 2004
Subordinated Notes. The Borrower shall issue the 2004
Subordinated Notes by no later than February 28, 2004 and,
notwithstanding anything to the contrary in Section 4.4(h), by
no later than February 28, 2004 but in any event no later than
on the Business Day of receipt thereof, an amount equal to
100% of the Net Offering Proceeds of the 2004 Subordinated
Notes shall be (x) first, applied to repay, pro rata, the
outstanding Revolving Loans (without a permanent reduction of
the Revolving Commitments) pursuant to Section 4.5(a) (and the
Revolving Lenders hereby waive compensation for funding losses
pursuant to Section 3.5 solely as a result of such repayment),
(y) second, to repay, on a pro rata basis, the Scheduled Term
A Repayments of the Term A Loans due within the twelve month
period following the date of receipt of the Net Offering
Proceeds of the 2004 Subordinated Notes pursuant to Section
4.5(a), and (z) third, to the extent of any such remaining Net
Offering Proceeds, retained by the Borrower and used for
ongoing working capital needs and general corporate purposes
as may be determined by the Borrower."
(d) The first sentence of Section 4.5(a) of the Credit
Agreement shall be deleted in its entirety and the following is
substituted in lieu thereof:
"Subject in all events to the final proviso set forth in
Section 4.4(d), (f), (g), (h) and (j) and except as otherwise
expressly provided in Section 4.4(d) and (j), all prepayments
of principal made by the Borrower pursuant to Section 4.4
(other than with respect to Section 4.4(a), (b), (c), (l) and
(m)) shall be applied to repay the Term A Loans and the New
Term B Loans (with the Term A Percentage of such repayment to
be applied as a repayment of Term A Loans and the New Term B
Percentage of such repayment to be applied as a repayment of
New Term B Loans)."
(e) Section 4.5(a) of the Credit Agreement shall be amended by
inserting the following sentence immediately prior to the sentence "If
any prepayment of Eurocurrency Loans made pursuant to a single
Borrowing shall reduce the outstanding
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Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount, such Borrowing shall immediately be converted
into Base Rate Loans, in the case of Loans denominated in Dollars, or
into Loans with a one month Interest Period, in the case of Loans
denominated in Euro.":
"Any prepayments of Revolving Loans pursuant to Section 4.4(m)
shall be applied to the payment, pro rata, of the then
outstanding balance of the Revolving Loans and within each of
the Revolving Loans, first to the payment of Base Rate Loans
and second to the payment of Eurocurrency Loans; and with
respect to Eurocurrency Loans, in such order as the Borrower
shall request (and in the absence of such request, as the
Administrative Agent shall determine). Any prepayments of Term
A Loans pursuant to Section 4.4(m) shall be allocated solely
to the Scheduled Term A Repayments of the Term A Notes due
within the twelve month period following the date of such
prepayment in direct order of maturity."
(f) Section 8.2 of the Credit Agreement shall be amended by
(i) in subsection (s) thereof, deleting the "." and inserting in lieu
thereof the following phrase "; and" and (ii) inserting the following
new subsection (t) immediately after subsection (s) therein:
"(t) Indebtedness of the Borrower arising under the
2004 Subordinated Notes; provided, that the principal amount
of such Indebtedness shall not be less than $90,000,000 in the
aggregate and shall not exceed $125,000,000 in the aggregate
at any time outstanding."
(g) Section 8.3 of the Credit Agreement shall be amended by
(i) in subsection (n) thereof, deleting the "." and inserting in lieu
thereof the following phrase "; and" and (ii) inserting the following
new subsection (o) immediately after subsection (n) therein:
"(o) the Borrower or any of its Subsidiaries may
consummate the Snappon Plant Closure and, in connection
therewith, may from time to time sell or otherwise dispose of
assets used in connection with such facility; provided that
the aggregate Net Sale Proceeds of all assets subject to sales
or other dispositions pursuant to this clause (o) shall be
applied in accordance with Section 4.4(d)."
(h) Section 8.6(a) of the Credit Agreement shall be amended by
inserting the phrase "or of the Borrower" immediately following the
phrase "dispose of any shares of Capital Stock of any Subsidiary of the
Borrower".
(i) Section 8.7(h) of the Credit Agreement shall be amended by
inserting the following phrase immediately following the phrase "not to
exceed $24,000,000 (or the Dollar Equivalent thereof)":
", and also, provided, further, that notwithstanding
the foregoing, the Borrower and its Subsidiaries may make
capital contributions to
3
Snappon SA in an aggregate amount not to exceed $10,000,000 (or the
Dollar Equivalent thereof) in order to fund (y) operating losses
incurred by Snappon SA prior to the Snappon Plant Closure and (z) the
cash costs incurred by the Borrower or its Subsidiaries in connection
with the Snappon Plant Closure."
(j) Section 8.11(iv) of the Credit Agreement shall be amended
by inserting the phrase "or the 2004 Subordinated Notes" immediately
following the phrase "the ARC Acquisition Subordinated Notes or the
Subordinated Notes" in both instances in which it appears.
(k) Section 9.3 of the Credit Agreement shall be amended by
deleting all of the Fiscal Quarters after (but not including) November
30, 2003 and the ratios immediately set forth opposite such Fiscal
Quarters under the heading "ARC Acquisition Ratio" and substituting the
following in lieu thereof:
ARC
"Fiscal Quarter Acquisition Ratio
--------------- -----------------
February 28, 2004 3.40 to 1.00
May 31, 2004 2.60 to 1.00
August 31, 2004 2.60 to 1.00
November 30, 2004 2.50 to 1.00
February 28, 2005 2.50 to 1.00
May 31, 2005 2.70 to 1.00
August 31, 2005 2.90 to 1.00
November 30, 2005 3.20 to 1.00
February 28, 2006 3.40 to 1.00
May 31, 2006 3.60 to 1.00
August 31, 2006 3.80 to 1.00
November 30, 2006 4.00 to 1.00
February 28, 2007 4.25 to 1.00
May 31, 2007 4.50 to 1.00
August 31, 2007 4.75 to 1.00
November 30, 2007 and 5.00 to 1.00"
thereafter
(l) Section 9.4 of the Credit Agreement shall be amended by
deleting all of the Fiscal Quarters after (but not including) November
30, 2003 and the ratios immediately set forth opposite such Fiscal
Quarters under the heading "ARC Acquisition Ratio" and substituting the
following in lieu thereof:
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ARC Acquisition
"Fiscal Quarter Ratio
--------------- -----
February 28, 5.00 to 1.00
February 28, 2004 5.00 to 1.00
May 31, 2004 5.50 to 1.00
August 31, 2004 5.50 to 1.00
November 30, 2004 5.50 to 1.00
February 28, 2005 5.20 to 1.00
May 31, 2005 4.90 to 1.00
August 31, 2005 4.60 to 1.00
November 30, 2005 4.25 to 1.00
February 28, 2006 4.00 to 1.00
May 31, 2006 3.75 to 1.00
August 31, 2006 3.50 to 1.00
November 30, 2006 3.25 to 1.00
February 28, 2007 3.00 to 1.00
May 31, 2007 2.75 to 1.00
August 31, 2007 2.50 to 1.00"
and thereafter
(m) Section 10.1 of the Credit Agreement shall be amended by
(i) in subsection (n) thereof, deleting the "." and inserting in lieu
thereof the following phrase "; or" and (ii) inserting the following
new subsection (o) immediately after subsection (n) therein:
"(o) Subordinated Indebtedness. The failure
of the Borrower or any Credit Party or any creditor of the
Borrower or any of its Subsidiaries to comply with the terms
of any subordination provisions of the ARC Acquisition
Subordinated Notes, the Subordinated Notes or the 2004
Subordinated Notes, or if any subordination provision of any
of the ARC Acquisition Subordinated Notes, the Subordinated
Notes or the 2004 Subordinated Notes at any time ceases to be
in full force and effect pursuant to its terms."
2. Limited Waivers and Consent.
(a) The Majority Lenders of each of the Term A Facility and
the New Term B Facility hereby waive compliance by the Borrower with
respect to Section 4.4(h) of the Credit Agreement in connection with
the application of the Net Offering Proceeds of the 2004 Subordinated
Notes.
(b) The Required Lenders hereby waive compliance by the
Borrower with respect to Sections 8.2 and 8.3 of the Credit Agreement
in connection with the execution, delivery and performance by Slic
Gruchet SA of that certain Master Agreement for the Assignment of
Discounted Trade Receivables with Recourse dated November 20, 2003 by
and between BNP Paribas and Slic Gruchet SA, as such agreement may from
time to
5
time be amended, modified or refinanced, provided that such waiver
shall only apply so long as the account receivables sold pursuant to
the terms of such agreement do not at any time exceed the aggregate
amount of $10,000,000 (or the Dollar Equivalent thereof).
(c) The Required Lenders hereby waive compliance by the
Borrower with respect to Section 4.4(d) of the Credit Agreement in
connection with the timing of the delivery by the Borrower of
certificates (which certificates are required by the terms of said
Section 4.4(d) to be delivered on or prior to the date of receipt of
Net Sale Proceeds in order to evidence the Borrower's intention to use
such Net Sale Proceeds to purchase assets used or to be used in the
businesses referred to in Section 8.9 of the Credit Agreement within
365 days following the date of such Asset Disposition) to the
Administrative Agent with respect to the following Asset Dispositions:
1) Sale of office complex completed in August, 2003 -
approximately $7.2 million of Net Sale Proceeds; and
2) Fourth Quarter 2003 sales of 37.63 acres of Auto Mall
land and Security Park land and of certain mining
rights - approximately $6.1 million of Net Sale
Proceeds.
(d) The Facing Agent hereby consents to the increase in the
maximum amount of aggregate LC Obligations from $70,000,000 to
$75,000,000.
3. Representations and Warranties. As of the date hereof, the Borrower
hereby represents and warrants to the Administrative Agent and the Lenders as
follows:
(a) After giving effect to this Amendment No. 3 (i) no
Unmatured Event of Default or Event of Default shall have occurred or
be continuing and (ii) the representations and warranties of the
Borrower contained in the Loan Documents shall each be true and correct
in all material respects at and as of the date hereof to the same
extent as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date in
which event such representation and warranties shall be true and
correct as of such specified date.
(b) The execution, delivery and performance, as the case may
be, by the Borrower of this Amendment No. 3 and the other Loan
Documents and transactions contemplated hereby are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action (including, without limitation, all necessary
shareholder approvals) of the Borrower, shall have received all
necessary governmental approvals, and do not and will not contravene or
conflict with any provision of law applicable to the Borrower, the
certificate or articles of incorporation or bylaws of the Borrower, or
any order, judgment or decree of any court or other agency of
government or any contractual obligation binding upon the Borrower.
(c) Each of this Amendment No. 3, the Credit Agreement and any
other Loan Document is the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its
respective terms, except to the extent enforceability
6
is limited by bankruptcy, insolvency or similar laws affecting the
rights of creditors generally or by application of general principles
of equity.
4. Conditions. This Amendment No. 3 shall become effective on the date
(the "Amendment Effective Date"); provided, that the Administrative Agent shall
have received:
(a) counterparts of this Amendment No. 3 duly executed by the
Borrower, the Subsidiary Guarantors, the Administrative Agent and the
percentage of Lenders required by the Credit Agreement;
(b) duly executed originals of a certificate of the Chief
Executive Officer or Chief Financial Officer of the Borrower and each
other Credit Party, dated as of the date hereof, stating that (A) since
November 30, 2002 (i) no event or condition has occurred or is existing
which could reasonably be expected to have a Material Adverse Effect;
(ii) no litigation has been commenced which, if successful, would have
a Material Adverse Effect or could challenge any of the transactions
contemplated by the Credit Agreement and the other Loan Documents;
(iii) there have been no Restricted Payments made by the Borrower or
any of its Subsidiaries other than in accordance with the Credit
Agreement; and (iv) there has been no material increase in liabilities,
liquidated or contingent, and no material decrease in assets of the
Borrower or any of its Subsidiaries, and (B) all necessary governmental
(domestic and foreign) and third party approvals in connection with the
Credit Agreement and the transactions contemplated by this Amendment
No. 3 have been obtained and remain in effect;
(c) without setoff, deduction or counterclaim, on account of
each Lender that has executed and delivered (including delivery of way
of facsimile) a copy of this Amendment No. 3 to the attention of Xxx
XxXxx at Xxxxxxx & Xxxxxx LLP, 00 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000, telecopy number 000-000-0000, at or prior to 2:00 p.m. (New York
City time) on December 31, 2003 (the "Delivery Date"), from the
Borrower a non-refundable amendment fee (the "Amendment Fee") in an
amount equal to 0.25% of the sum of such Lender's Revolving Commitment,
Term A Loans and New Term B Loans as of the Delivery Date;
(d) from the Borrower all fees and expenses of legal counsel
due and payable pursuant to Section 12.4 of the Credit Agreement (to
the extent then invoiced); and
(e) from the Borrower all fees due and owing to the Agents and
the Documentation Agent pursuant to that certain side letter dated
December 31, 2002 by and among the Borrower, the Agents and the
Documentation Agent relating to fees to be paid by the Borrower in
connection with the extension of New Term B Loans.
5. Affirmation of Subsidiary Guarantors. By its signature set forth
below, each Subsidiary Guarantor hereby confirms to the Administrative Agent and
the Lenders that, after giving effect to this Amendment No. 3 and the
transactions contemplated hereby, the Subsidiary Guaranty of such Subsidiary
Guarantor and each other Loan Document to which such Subsidiary Guarantor is a
party continues in full force and effect and is the legal, valid and binding
obligation of such Subsidiary Guarantor, enforceable against such Subsidiary
Guarantor in
7
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.
6. Successors and Assigns. This Amendment No. 3 shall be binding on and
shall inure to the benefit of the Borrower, the Administrative Agent, the
Lenders and their respective successors and assigns; provided that the Borrower
may not assign its rights, obligations, duties or other interests hereunder
without the prior written consent of the Administrative Agent and the Lenders.
The terms and provisions of this Amendment No. 3 are for the purpose of defining
the relative rights and obligations of the Borrower, the Administrative Agent
and the Lenders with respect to the transactions contemplated hereby and there
shall be no third party beneficiaries of any of the terms and provisions of this
Amendment No. 3.
7. Entire Agreement. This Amendment No. 3, the Credit Agreement (as
amended hereby) and the other Loan Documents constitute the entire agreement of
the parties with respect to the subject matter hereof.
8. Incorporation of Credit Agreement. The provisions contained in
Sections 12.4, 12.9 and 12.10 of the Credit Agreement are incorporated herein by
reference to the same extent as if reproduced herein in their entirety with
respect to this Amendment No. 3.
9. Amendment; Waiver. The parties hereto agree and acknowledge that
nothing contained in this Amendment No. 3 in any manner or respect limits or
terminates any of the provisions of the Credit Agreement or any of the other
Loan Documents other than as amended as expressly set forth herein and further
agree and acknowledge that the Credit Agreement (as amended hereby) and each of
the other Loan Documents remain and continue in full force and effect and are
hereby ratified and confirmed. Except as expressly set forth in this Amendment
No. 3, the execution, delivery and effectiveness of this Amendment No. 3 shall
not operate as a waiver of any rights, power or remedy of the Lenders or the
Administrative Agent under the Credit Agreement or any other Loan Document, nor
constitute a waiver of any provision of the Credit Agreement or any other Loan
Document. No delay on the part of any Lender or the Administrative Agent in
exercising any of their respective rights, remedies, powers and privileges under
the Credit Agreement or any of the Loan Documents or partial or single exercise
thereof, shall constitute a waiver thereof. On and after the Amendment Effective
Date, each reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each reference to the Credit
Agreement in the Loan Documents and all other documents delivered in connection
with the Credit Agreement shall mean and be a reference to the Credit Agreement,
as amended hereby.
10. Captions. Section captions used in this Amendment No. 3 are for
convenience only, and shall not affect the construction of this Amendment No. 3.
11. Severability. Whenever possible each provision of this Amendment
No. 3 shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment No. 3 shall be prohibited
by or invalid under such law, such
8
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Amendment No. 3.
12. Counterparts. This Amendment No. 3 may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Amendment No. 3 by telecopy
shall be effective as delivery of a manually executed counterpart of this
Amendment No. 3.
[Signature pages immediately follow]
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IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed as of
the date first written above.
GENCORP INC.
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: President and Chief Executive Officer
Signature Page to Amendment No. 3
AEROJET-GENERAL CORPORATION,
as Subsidiary Guarantor
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Signature Page to Amendment No. 3
AEROJET ORDNANCE TENNESSEE, INC., as
Subsidiary Guarantor
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman
Signature Page to Amendment No. 3
GENCORP PROPERTY INC.,
as Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: President
Signature Page to Amendment No. 3
PENN INTERNATIONAL INC.,
as Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: President
Signature Page to Amendment No. 3
GDX LLC, as Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: President
Signature Page to Amendment No. 3
AEROJET FINE CHEMICALS LLC,
as Subsidiary Guarantor
By: /s/ Xxxxxx Carleone
---------------------------------
Name: Xxxxxx Carleone
Title: President
Signature Page to Amendment No. 3
AEROJET INVESTMENTS LTD.,
as Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Chief Financial
Officer/Treasurer
Signature Page to Amendment No. 3
GDX AUTOMOTIVE INC.,
as Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: President and Chairman
Signature Page to Amendment No. 3
RKO GENERAL, INC.,
as Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: President
Signature Page to Amendment No. 3
DEUTSCHE BANK TRUST COMPANY
AMERICAS (formerly known as
Bankers Trust Company), as
Lender, Administrative Agent
and Facing Agent
By: Xxxxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxxxx Xxxxxx
Title: Vice President
Signature Page to Amendment No. 3
[Bank One]
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
Signature Page to Amendment No. 3
ABN AMRO BANK N.V.,
as Lender
By: /s/ Xxxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxxx X. Xxxx
Title: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Amendment Xx. 0
XXX XXXX XX XXX XXXX,
as Lender
By: /s/ Xxxxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
Signature Page to Amendment Xx. 0
XXX XXXX XX XXXX XXXXXX,
as Lender
By: /s/ Maarten Van Otterloo
-------------------------
Name: Xxxxxxx Xxx Xxxxxxxx
Title: Managing Director
Signature Page to Amendment Xx. 0
XXXXXXXX XXXX XXXX,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
Signature Page to Amendment No. 3
THE NORTHERN TRUST COMPANY,
as Lender
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Amendment No. 3
XXXXX FARGO BANK, N.A.,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Amendment No. 3
WACHOVIA BANK, N.A.,
as Lender
By: /s/ Xxxxxx X. XxXxxx, Xx.
-------------------------
Name: Xxxxxx X. XxXxxx, Xx.
Title: Vice President
Signature Page to Amendment No. 3
ING CAPITAL LLC,
as Lender
By: /s/ Xxxxx Xxxxx Xxxxx
-------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Vice President
Signature Page to Amendment No. 3
AMMC CDO II, LIMITED,
as Lender
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Signature Page to Amendment No. 3
VENTURE CDO 2002, LIMITED
By its investment advisor, MJX Asset
Management, LLC
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
VENTURE II CDO 2002, LIMITED
By its investment advisor, MJX Asset
Management, LLC
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
FRANKLIN CLO I LTD,
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
FRANKLIN CLO II LTD,
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
FRANKLIN CLO III LTD,
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
FRANKLIN CLO IV LTD,
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
FRANKLIN FLOAT RATE TRUST,
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
FRANKLIN FLOATING DAILY,
as Lender
By: /s/
-------------------------
Name:
Title:
Signature Page to Amendment No. 3
AERIES FINANCE-II, LTD.,
as Lender
By: Patriarch Partners X, LLC,
its Managing Agent
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Manager
AMARA-1 FINANCE LTD.,
as Lender
By: Patriarch Partners XI, LLC,
its Managing Agent
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Manager
AMARA-2 FINANCE LTD.,
as Lender
By: Patriarch Partners XII, LLC,
its Managing Agent
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Manager
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, LTD.,
as Lender
By: Patriarch Partners XIII, LLC,
its Managing Agent
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Manager
Signature Page to Amendment No. 3
HARBOURVIEW CLO V, LTD.,
as Lender
By: /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
Signature Page to Amendment No. 3
HARBOURVIEW CLO IV, LTD.,
as Lender
By: /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
Signature Page to Amendment No. 3
XXXXXXXXXXX SENIOR FLOATING RATE
FUND,
as Lender
By: /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
Signature Page to Amendment No. 3
PACIFICA PARTNERS I, L.P.,
By: Imperial Credit Asset Management as
its Investment Manager
as Lender
By: /s/ Xxxx Xxxxx
-------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
Signature Page to Amendment No. 3
Xxxxxxxxx CLO Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Signature Page to Amendment No. 3
Windsor Loan Funding, Limited
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Signature Page to Amendment No. 3
Xxxxxxxxx Arbitrage CDO, Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Signature Page to Amendment No. 3
Xxxxxxxxx Quattro CLO, Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Signature Page to Amendment No. 3
Xxxxxxxx CDO, Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Signature Page to Amendment No. 3
AURUM CLO 2002-1 LTD.,
as Lender
By: Columbia Management Advisors, Inc. (f/k/a
Xxxxx Xxx & Xxxxxxx Incorporated),
as Investment Manager
By: /s/ Xxxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxxx X. Xxxx
Title: Senior Vice President
Signature Page to Amendment No. 3
SRF 2000, INC.,
as Lender
By: /s/ Xxx X. Xxxxxx
-------------------------
Name: Xxx X. Xxxxxx
Title: Asst Vice President
Signature Page to Amendment Xx. 0
XXXXXXX XXXXXXXX (XXX XXXX), XXX.,
as Lender
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
Signature Page to Amendment No. 3
