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Exhibit 10.41
CONFORMED COPY
THIRD AMENDMENT, CONSENT AND WAIVER dated as of January 24,
2001 (this "AMENDMENT"), to the Credit Agreement dated as of May
28, 1999, as amended by the First Amendment dated as of October 8,
1999, and the Second Amendment dated as of March 9, 2000 (the
"CREDIT AGREEMENT"), among GENERAL CABLE CORPORATION (the
"COMPANY"), GK TECHNOLOGIES, INCORPORATED, GENERAL CABLE HOLDINGS
(UK) LIMITED, GENERAL CABLE HOLDINGS (SPAIN), SRL, GENERAL CABLE
HOLDINGS, INC., the other BORROWING SUBSIDIARIES from time to time
party thereto, the LENDERS from time to time party thereto, THE
CHASE MANHATTAN BANK, as administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT") and as collateral agent for the
Lenders (in such capacity, the "COLLATERAL AGENT"), CHASE
MANHATTAN INTERNATIONAL LIMITED, as London Agent, and BANK ONE,
MICHIGAN, XXXXXXX XXXXX CAPITAL CORPORATION and PNC BANK, NATIONAL
ASSOCIATION, as Co-Documentation Agents.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank
have agreed to extend credit to the Borrowers on the terms and subject to the
conditions set forth therein.
B. The Company has informed the Administrative Agent that, through one of
more of its Subsidiaries, it intends to sell all the issued and outstanding
capital stock of its wholly owned Subsidiaries Pyrotenax Cables Ltd., an Ontario
corporation ("PYROTENAX ONTARIO"), and Pyrotenax Cables Limited, a corporation
incorporated under the laws of England ("PYROTENAX UK" and, together with
Pyrotenax Ontario, "PYROTENAX"), to a third party for cash consideration of
approximately $64,000,000 (such transaction, the "PYROTENAX SALE").
C. The Company has informed the Administrative Agent that, in accordance
with Section 2.11(c) of the Credit Agreement, it intends to apply $43,000,000 of
the Net Proceeds of the Pyrotenax Sale (the "REINVESTMENT PROCEEDS") within 180
days of receipt to acquire real property, equipment or other tangible assets to
be used in the business of the Company and the Subsidiaries and will prepay Term
Borrowings with the balance of the Net Proceeds thereof. The Company has also
informed the Administrative Agent that it intends to repay Revolving Borrowings
in an amount equal to the amount of Reinvestment Proceeds.
D. The Company has requested that the Required Lenders (i) consent to the
Pyrotenax Sale and waive compliance by the Company with the provisions of
Section 6.04(a) of the Credit Agreement, to the extent necessary to consummate
the Pyrotenax Sale, and (ii) authorize and direct the Collateral Agent to
release from the lien of the Security Documents the capital stock of Pyrotenax
Ontario.
E. The Company has informed the Administrative Agent that it intends to
establish a Domestic Receivables Facility (as defined in Section 2 below) and
that it intends to apply the Net Proceeds thereof to prepay Term Borrowings in
accordance with Section 2.11(c) of the Credit Agreement. The Company has
requested that the Required Lenders approve certain amendments to the Credit
Agreement to accomodate the establishment of the Domestic Receivables Facility.
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F. The Company has also requested that the Required Lenders amend certain
other provisions of the Credit Agreement.
G. The Required Lenders are willing to agree to such amendments, consents
and waivers on the terms and subject to the conditions set forth in this
Amendment.
H. Each capitalized term used and not otherwise defined herein shall have
the meaning assigned to it in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. CONSENT AND WAIVER. (a) The Required Lenders hereby consent to
the Pyrotenax Sale and waive compliance by the Company with the provisions of
Section 6.04(a) of the Credit Agreement, to the extent necessary to consummate
the Pyrotenax Sale.
(b) The Required Lenders hereby authorize and direct the Collateral Agent
to execute and deliver any and all documents that it may deem necessary or
desirable to evidence the release from the lien of the Security Documents (i) on
the capital stock of Pyrotenax Ontario, effective upon the consummation of the
Pyrotenax Sale and (ii) on accounts receivable sold pursuant to any Domestic
Receivables Facility, upon the consummation of the sale thereof.
SECTION 2. Amendment of Credit Agreement. The undersigned Lenders,
constituting the Required Lenders, hereby agree that the Credit Agreement shall
be amended as set forth below, effective as of the Amendment Effective Date (as
defined below):
(a) Amendment of Section 1.01. Section 1.01 of the Credit Agreement is
hereby amended as follows:
(i) the definition of "Applicable Rate" is hereby amended by
deleting the tables set forth therein and substituting in lieu thereof
the following tables:
Table I
ABR Eurocurrency Commitment Fee
Leverage Ratio: Spread Spread Rate
--------------- ------ ------------ -------------
Category 1
----------
Greater than 4.0 2.00% 3.00% 0.500%
Category 2
----------
Less than or equal to 4.0 1.75% 2.75% 0.500%
and Greater than 3.5
Category 3
----------
Less than or equal to 3.5 1.50% 2.50% 0.425%
and Greater than 3.0
Category 4
----------
Less than or equal to 3.0 1.25% 2.25% 0.375%
and Greater than 2.5
Category 5
----------
Less than or equal to 2.5 1.00% 2.00% 0.350%
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Table II
ABR Eurocurrency
Leverage Ratio: Spread Spread
--------------- ------ ------------
Category 1
----------
Greater than 4.0 2.50% 3.50%
Category 2
----------
Less than or equal to 4.0 2.25% 3.25%
and Greater than 3.5
Category 3
----------
Less than or equal to 3.5 2.00% 3.00%
and Greater than 2.5
Category 4
----------
Less than or equal to 2.5 1.75% 2.75%
(ii) the definition of "Collateral Requirement" is hereby amended
by inserting the following at the end thereof:
"Notwithstanding the foregoing, no Domestic Receivables Subsidiary
will be required to become a party to the Security Agreement or to
create Liens on its assets thereunder in order for the Collateral
Requirement to be satisfied.";
(iii) the last sentence of the definition of "EBITDA" is hereby
amended and restated in its entirety to read as follows:
"Solely for purposes of determining compliance with the covenants
contained in Article VI, following the completion of any
acquisition or sale of any Subsidiary or other significant
business unit, EBITDA for any period of four fiscal quarters,
including the quarter during which such sale or acquisition shall
have been completed shall be determined on a pro forma basis
giving effect to such sale or acquisition (and excluding that
portion of EBITDA attributable to the assets sold therein or
including that portion of EBITDA attributable to the asset
acquired therein, as applicable) as if such sale or acquisition
had occurred on the first day of such period."
(iv) the definition of "EXCESS CASH FLOW" is hereby amended by:
(A) inserting the words "(other than decreases in Net
Working Capital attributable to Net Working Capital divested as
part of an asset sale)" before the word "plus" in clause (c)(i)
thereof; and
(B) inserting the words "(other than increases in Net
Working Capital attributable to Net Working Capital acquired as
part of an asset purchase)" before the word "plus" in clause
(d)(ii) thereof.
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(v) the definition of "GUARANTEE REQUIREMENT" is hereby amended by
inserting the following at the end thereof:
"Notwithstanding the foregoing, no Domestic Receivables Subsidiary
will be required to become a Subsidiary Guarantor in order for the
Guarantee Requirement to be satisfied."
(vi) the definition of "NET WORKING CAPITAL" is hereby amended by
inserting the words "plus, without duplication, the aggregate amount of
accounts receivable sold into any Domestic Receivables Facility as of
such date" immediately before the words "minus (b) the consolidated" in
such definition.
(vii) the definition of "PREPAYMENT EVENT" is hereby amended by
inserting the words "including accounts receivable" after the words
"any property or asset of the Company or any Subsidiary" in clause (a)
thereof, and by inserting the words "(including any Indebtedness incurred
or deemed to be incurred in connection with any Domestic Receivables
Facility)" after the word "Indebtedness" where it first occurs in clause
(d) thereof;
(viii) the definition of "TOTAL DEBT" is hereby amended by
inserting the following immediately prior to the period:
", plus the aggregate of the amounts paid by the purchasers under
each Domestic Receivables Facility accounted for as a true sale
and not Indebtedness on the books of the Company for accounts
receivable that have not been either collected or written off as
uncollectible."
(ix) the definition of "INTEREST EXPENSE" is hereby amended and
restated in its entirety to read as follows:
"'INTEREST EXPENSE' means, for any period, the interest
expense of the Company and its consolidated Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP,
including (i) the amortization of debt discounts to the extent
included in interest expense in accordance with GAAP, (ii) the
amortization of all fees (including fees with respect to interest
rate protection agreements or other interest rate hedging
arrangements) payable in connection with the incurrence of
Indebtedness to the extent included in interest expense in
accordance with GAAP, (iii) the portion of any rents payable under
capital leases allocable to interest expense in accordance with
GAAP and (iv) in connection with any Domestic Receivables Facility
accounted for as a true sale and not Indebtedness, the portion of
any purchase discount under such Domestic Receivables Facility
intended to compensate the purchasers thereunder for the seller's
use of the purchasers' funds between the purchase date and the
anticipated date of collection on the applicable accounts
receivable, as determined by reference to the documentation for
such Domestic Receivables Facility, or absent any reference in
such documentation to such compensation, as determined by the
Company by a reasonable method. Solely for purposes of determining
compliance with the covenants contained in Article VI, following
the completion of any sale or acquisition of any Subsidiary or
other significant business unit, Interest Expense for any period,
including the quarter during
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which such sale or acquisition shall have been completed shall be
determined on a pro forma basis giving effect to such sale or
acquisition and to any repayment of Indebtedness with the proceeds
thereof (and excluding that portion of Interest Expense
attributable to such Indebtedness, assuming for such purpose that
such Indebtedness bore interest at all times during such period at
the rate applicable to Eurocurrency Tranche A Term Loans on the
date of such sale) or incurrence of Indebtedness in connection
with such acquisition, as the case may be, as if such sale or
acquisition had occurred on the first day of such period."
(x) the following definitions are hereby inserted in their
appropriate alphabetical order:
"'DOMESTIC RECEIVABLES FACILITY' means any receivables
purchase facility established for sales by the Company or Domestic
Subsidiaries of accounts receivable to any Domestic Receivables
Subsidiary or third-party purchaser so long as (i) such sales are
without recourse to any non- selling Domestic Subsidiaries (other
than any Domestic Receivables Subsidiary), whether pursuant to any
Guarantee or representation as to collectibility or otherwise, and
any recourse to any seller of accounts receivable shall be limited
to recourse for dilution, breaches of representations, warranties
and covenants and other customary limited recourse for receivables
purchase facilities reasonably satisfactory to the Administrative
Agent, (ii) the aggregate Net Proceeds received by the Company and
the Domestic Subsidiaries (other than any Domestic Receivables
Subsidiary) for accounts receivable that have not been either
collected or written off as uncollectible shall not be less than
$125,000,000, (iii) any Indebtedness issued to finance the
purchase of accounts receivable under such receivables purchase
facility shall not mature or amortize earlier than the third
anniversary of the date of issuance (other than as a result of
nonpayment of amounts when due, failure to have the required
amount of eligible receivables and trapped cash to support such
outstanding Indebtedness, bankruptcy events or other customary
early amortization events for receivables purchase facilities
reasonably satisfactory to the Administrative Agent), (iv) any
commitments to support such receivables purchase facility shall
not terminate earlier than the third anniversary of the initial
purchase of accounts receivable (other than pursuant to early
termination as a result of bankruptcy events or other customary
early termination events for receivables purchase facilities
reasonably satisfactory to the Administrative Agent), (v) the
terms of such receivables purchase facility and the Indebtedness
issued or commitments made in support thereof shall not require
the Company or any of its Subsidiaries (other than any Domestic
Receivables Subsidiary) to perform or observe any financial
covenants and shall not cross-default to Indebtedness of the
Company or any of its Subsidiaries (other than any Domestic
Receivables Subsidiary) other than in connection with bankruptcy
events and (vi) the Administrative Agent shall be reasonably
satisfied with the structure and documentation for such
transaction and that the terms of such transaction shall be
consistent with those prevailing in the market at the time for
similar transactions rated BBB or better by S&P or having
comparable ratings from other rating agencies.
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'DOMESTIC RECEIVABLES SUBSIDIARY' means a special purpose
"bankruptcy remote" entity that is a Domestic Subsidiary and
engaged solely in the business of purchasing accounts receivable
from the Company or one or more Domestic Subsidiaries and
reselling or borrowing against such accounts receivable, and
owning no assets other than accounts receivable and proceeds
thereof.
'PYROTENAX SALE' has the meaning assigned to such term in
the Third Amendment, Consent and Waiver dated as of January 24,
2001 to this Agreement."
(b) AMENDMENT OF SECTION 6.01. Section 6.01 of the Credit
Agreement is hereby amended by (i) replacing the figure "$15,000,000 in clause
(g) thereof with the figure "$25,000,000", (ii) replacing the words "; and" with
the punctuation ";" at the end of clause (h) thereof, (iii) inserting the words
" and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof or shorten the term thereof;
and" at the end of clause (i) thereof and (iv) inserting the following at the
end thereof:
"(j) the obligations of Domestic Subsidiaries (including any
Domestic Receivables Subsidiary) in connection with sales of receivables
under any Domestic Receivables Facility, to the extent such obligations
constitute Indebtedness."
(c) AMENDMENT OF SECTION 6.02. Section 6.02 of the Credit Agreement is
hereby amended by (i) replacing the figure "$15,000,000" in clause (h) thereof
with the figure "$25,000,000", (ii) deleting the word "and" at the end of
paragraph (h) thereof, (iii) deleting the period at the end of paragraph (i)
thereof and replacing it with "; and" and (iv) inserting the following new
paragraph (j):
"(j) sales by the Company or Domestic Subsidiaries of accounts
receivable pursuant to any Domestic Receivables Facility."
(d) AMENDMENT OF SECTION 6.03. Section 6.03 of the Credit Agreement is
hereby amended by replacing the figure "$5,000,000" therein with the figure
"$20,000,000".
(e) AMENDMENT OF SECTION 6.04. Section 6.04(a) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"SECTION 6.04. FUNDAMENTAL CHANGES. (a) The Company will not, and
will not permit any Material Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of transactions) all or substantially all
of its assets (whether now owned or hereafter acquired), or liquidate or
dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing
and the Collateral Requirement and the Guarantee Requirement shall be
satisfied, (i) any Person (other than a Domestic Receivables Subsidiary)
may merge into the Company in a transaction in which the Company is the
surviving corporation, (ii) any Person (other than the Company) may merge
into any Material Subsidiary (other than a Domestic Receivables
Subsidiary) in a transaction in which the surviving entity is a
Subsidiary, (iii) any Material Subsidiary (other than a Domestic
Receivables Subsidiary) may sell,
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transfer, lease or otherwise dispose of its assets to the Company or to
another Material Subsidiary and (iv) any Material Subsidiary may
liquidate or dissolve if the Company determines in good faith that such
liquidation or dissolution is in the best interests of the Company and is
not materially disadvantageous to the Lenders; PROVIDED that any such
merger involving a Person that is not a Wholly Owned Material Subsidiary
immediately prior to such merger shall not be permitted unless also
permitted by Section 6.05; PROVIDED further that any merger described in
clause (i) or (ii) with any Person that is not a Subsidiary shall be
permitted only if (x) such Person is engaged in substantially the same
business as the Company or any Subsidiary or another business reasonably
related or incidental thereto and (y) the Company would be in compliance
on a pro forma basis with the covenants set forth in Sections 6.10 and
6.11 as of the last day of the fiscal quarter immediately preceding the
date of such merger, as if such merger had occurred on the first day of
the four fiscal quarter period ending on such date."
(f) AMENDMENT OF SECTION 6.07. Section 6.07 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"SECTION 6.07. RESTRICTED PAYMENTS. The Company will not, and will
not permit any of its Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except that, so
long as no Default shall have occurred and be continuing or would result
therefrom (a) the Company may declare and pay dividends with respect to
its capital stock payable solely in (A) additional shares of its common
stock or (B) in cash in an amount not to exceed in any fiscal quarter the
lesser of (x) $2,000,000 and (y) the Dividend Basket (as defined in
clause (b) below), (b) so long as the aggregate available unused
Revolving Commitments are not less than $75,000,000 or would not be
reduced to below such amount as a result therefrom and so long as the
Leverage Ratio was at all times less than 3.0 to 1.0 for the period of
the two most recently ended consecutive fiscal quarters and the then
elapsed portion of the current fiscal quarter and the Leverage Ratio
would not be increased to 3.0 to 1.0 or greater as a result therefrom,
the Company may repurchase or redeem shares of its capital stock in an
aggregate amount at any time for all such repurchases and redemptions
after the date hereof, together with all cash dividends declared and paid
pursuant to clause (a)(B), not greater than $50,000,000 PLUS 25% of the
Company's consolidated net income (as adjusted pursuant to the final
sentence of this Section 6.07) from December 31, 1998, through the end of
the most recently ended fiscal quarter of the Company at such time (the
sum of such amounts being called the "Dividend Basket"); PROVIDED that if
the Leverage Ratio shall be less than 2.50 to 1.00 for a period of not
less than 90 consecutive days including the last days of two fiscal
quarters of the Company, then 50%, rather than 25%, of the Company's
consolidated net income for all subsequent periods shall be added to the
Dividend Basket, (c) Subsidiaries may declare and pay dividends ratably
with respect to their capital stock and (d) the Company may make
Restricted Payments pursuant to and in accordance with stock option plans
or other benefit plans for management or employees of the Company and its
Subsidiaries. For purposes of calculating the Dividend Basket, any gains
or losses from the sale of any Subsidiary or of any significant business
unit occurring after January 24, 2001 shall be excluded from the
Company's consolidated net income."
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(g) AMENDMENT OF SECTION 6.09. The proviso to Section 6.09 of the Credit
Agreement is hereby amended by deleting the word "and" at the end of clause (iv)
thereto and replacing in lieu thereof a comma and inserting the new clause (vi)
immediately after clause (v) thereto which shall read as follows:
"and (vi) the foregoing shall not apply to customary provisions in
receivables purchase facilities"
(h) AMENDMENT OF SECTION 6.10. Section 6.10 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"SECTION 6.10. LEVERAGE RATIO. The Company will not permit the
Leverage Ratio at any time during any of the periods set forth below to
exceed the ratio set forth opposite such period:
Period Ratio
------ -----
9/30/99 through 12/31/99 4.25:1.00
1/1/00 through 3/31/00 6.25:1.00
4/1/00 through 6/30/00 6.50:1.00
7/1/00 through 9/30/00 4.50:1.00
10/1/00 through 12/31/00 4.50:1.00
1/1/01 through 9/30/01 4.50:1.00
10/1/01 through 6/30/02 4.25:1.00
7/1/02 through 6/30/03 3.75:1.00
7/1/03 through 6/30/04 3.25:1.00
7/1/04 and thereafter 2.25:1.00"
(i) AMENDMENT OF SECTION 6.11. Section 6.11 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"SECTION 6.11. INTEREST COVERAGE RATIO. The Company will not
permit the Interest Coverage Ratio for any period of four fiscal quarters
ending during any of the periods set forth below to be less than the
ratio set forth opposite such period:
Period Ratio
------ -----
9/30/99 through 12/31/99 2.75:1.00
1/1/00 through 3/31/00 1.75:1.00
4/1/00 through 6/30/00 1.50:1.00
7/1/00 through 9/30/00 2.25:1.00
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10/1/00 through 12/31/00 2.25:1.00
1/1/01 through 6/30/01 2.25:1.00
7/1/01 through 6/30/02 2.25:1.00
7/1/02 through 6/30/03 2.50:1.00
7/1/03 through 6/30/04 3.00:1.00
7/1/04 through 6/30/05 4.00:1.00
7/1/05 and thereafter 4.50:1.00"
(j) AMENDMENT OF ARTICLE VII. Clause (g) of Article VII of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"(g) (i) any event or condition occurs that results in any
Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits (any applicable grace or cure period having
expired) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material
Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity;
PROVIDED that this subclause (i) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness; or (ii) there shall occur
any event which constitutes or with the giving of notice, the lapse of
time or both would constitute a default, event of ineligibility, event of
termination or similar event under any receivables purchase facility
referred to in Section 6.02(i) or (j) under which the aggregate amount
paid by the purchasers for accounts receivable that have not been either
collected or written off as uncollectible shall exceed $10,000,000, or
the applicable Foreign Subsidiary or Domestic Receivables Subsidiary
shall fail to observe or perform any term, covenant, condition or
agreement contained in any such receivables purchase facility if the
effect of any such failure shall be to cause or to permit the purchasers
thereunder or any agent acting on their behalf to cause (with or without
the giving of notice, lapse of time or both) such receivables purchase
facility or the commitments of the purchasers thereunder to terminate or
cease to be fully available;"
SECTION 3. CONVERSION OF TRANCHE A-1 TERM LOANS. The UK Borrower shall
have a one-time option to convert all or a portion of the Tranche A-1 Term Loans
denominated in Sterling outstanding on the Amendment Effective Date into Tranche
A-1 Term Loans denominated in Euros upon the last day of the Interest Period
applicable to the Tranche A-1 Term Loans denominated in Euros as of the
Amendment Effective Date. To exercise such option, the UK Borrower shall so
notify the London Agent not later than 11:00 a.m., London time, four Business
Days before the last day of the Interest Period applicable to the Tranche A-1
Term Loans, specifying the aggregate principal amount of all Tranche A-1 Term
Loans denominated in Sterling to be converted into Tranche A-1 Term Loans
denominated in Euros. The principal amount of each Tranche A-1 Term Loan so
converted shall be determined based upon the Exchange Rate in effect on the date
that is four Business Days before the last day of the Interest Period applicable
to such Tranche A-1 Term Loan. The UK Borrower shall have no further option to
convert Tranche A-1 Term Loans denominated in Sterling into Tranche A-1 Term
Loans denominated in Euros after the UK
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Borrower has exercised the option to convert Tranche A-1 Term Loans pursuant to
this Section 3 or if the UK Borrower fails to notify the Administrative Agent of
its election to exercise its option pursuant to this Section 3 by the date and
time specified above.
SECTION 4. REPRESENTATIONS AND WARRANTIES. To induce the other parties
hereto to enter into this Amendment, the Company and each Borrowing Subsidiary
represents and warrants to each of the Lenders, the Administrative Agent and the
Collateral Agent that, as of the Amendment Effective Date:
(a) The representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects on and as of the
Amendment Effective Date with the same effect as though made on and as of the
Amendment Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date.
(b) No Default or Event of Default has occurred and is continuing.
SECTION 5. EFFECTIVENESS. This Amendment shall become effective when the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of the Company, each Borrowing
Subsidiary, each Subsidiary Guarantor and the Required Lenders (the "AMENDMENT
EFFECTIVE DATE").
SECTION 6. AMENDMENT FEE. The Company agrees to pay on the Amendment
Effective Date to each Lender that executes and delivers a copy of this
Amendment to the Administrative Agent (or its counsel) on or prior to January
24, 2001 an amendment fee (the "AMENDMENT FEE") in an amount equal to 0.25% of
such Lender's Revolving Commitment (whether used or unused) and outstanding Term
Loans, in each case as of the Amendment Effective Date; PROVIDED that the
Borrower shall have no liability for any such Amendment Fee if this Amendment
does not become effective.
SECTION 7. EFFECT OF AMENDMENT. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent, the Collateral Agent or the Loan Parties under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. This Amendment shall constitute a
"LOAN DOCUMENT" for all purposes of the Credit Agreement and the other Loan
Documents.
SECTION 8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Delivery
of any executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
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SECTION 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. EXPENSES. The Company agrees to pay the reasonable out of
pocket expenses incurred by the Administrative Agent in connection with the
preparation of this Amendment including the reasonable fees, disbursements and
other charges of its counsel.
SECTION 11. HEADINGS. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
GENERAL CABLE CORPORATION,
by
/s/ Xxxxxxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Exec. VP
GK TECHNOLOGIES, INCORPORATED,
by
/s/ Xxxxxxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Exec. VP
GENERAL CABLE HOLDINGS, INC.,
by
/s/ Xxxxxxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Exec. VP
GENERAL CABLE HOLDINGS (UK)
LIMITED,
by
/s/ Xxxxxxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Director
GENERAL CABLE HOLDINGS (SPAIN),
SRL,
by
/s/ Xxxxxxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Director
13
13
THE CHASE MANHATTAN BANK,
individually, as Administrative Agent
and as Collateral Agent,
by
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN
INTERNATIONAL LIMITED, as London
Agent,
by
/s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANK ONE, MICHIGAN, individually and
as Co-Documentation Agent,
by
/s/ Xxxxx X. Xxxx, Xx.
-------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: First Vice President
XXXXXXX XXXXX CAPITAL
CORPORATION, individually and as
Co-Documentation Agent,
by
/s/ Xxxxx X.X. Xxxxxx
-------------------------------
Name: Xxxxx X.X. Xxxxxx
Title: Vice President
Xxxxxxx Xxxxx Capital Corp.
PNC BANK, NATIONAL ASSOCIATION,
individually and as Co-Documentation
Agent,
by
/s/ Xxxxxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxxxxx X. Xxxx
Title: Vice President
14
14
FIRST UNION NATIONAL BANK,
by
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
TORONTO DOMINION (NEW YORK), INC.,
by
/s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
FLEET NATIONAL BANK,
by
/s/ Xxxxx Xxxxxxxx-Xxxxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx-Xxxxxxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH,
by
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Deputy General Manager
BNP PARIBAS,
by
/s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director and
Central Region Manager
by
/s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
15
15
THE FUJI BANK, LTD,
by
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President &
Group Head
MICHIGAN NATIONAL BANK,
by
/s/ Xxxx X. Xxxx
-----------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
NATIONAL CITY BANK,
by
/s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC,
by
/s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS,
by
/s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
by
/s/ X. Xxxx
-----------------------------------
Name: X. Xxxx
Title: Assistant Agent
16
16
COMERICA BANK,
by
/s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Account Officer
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.,
by
/s/ Xxxxxx X Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
by
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
IKB DEUTSCHE INDUSTRIEBANK AG
LUXEMBOURG BRANCH,
by
/s/ Xx. Xxxxx Xxxxxx
-----------------------------------
Name: Xx. Xxxxx Xxxxxx
Title: Head of Structured Finance
by
/s/ Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
XXXXX XXXX BANK CO., LTD.
NEW YORK AGENCY,
by
/s/ Shyn-Xxxxx Xxxx
-----------------------------------
Name: Shyn-Xxxxx Xxxx
Title: SVP & GM
17
17
BANK LEUMI USA,
by
/s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Managing Director
SOUTHERN PACIFIC BANK,
by
/s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
BANCO ESPIRITO SANTO, S.A.,
by
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
by
/s/ Xxxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK PLC,
By: NatWest Capital Markets Limited,
its Agent,
By: Greenwich Capital Markets, Inc.,
its Agent,
by
/s/ Xxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Assistant Vice President
By: PPM America, Inc., as Attorney-in-
fact, on behalf of Xxxxxxx National
Life Insurance Company,
by
/s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
18
18
CAPTIVA FINANCE LTD.,
by
/s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Director
CAPTIVA II FINANCE LTD.,
by
/s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Director
CAPTIVA III FINANCE LTD. (ACCT.
275), as advised by Pacific Investment
Management Company LLC,
by
/s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Director
CAPTIVA IV FINANCE LTD. (ACCT. 1275),
by
/s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Director
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
/s/ P. Xxxxxxx Xxxx
------------------------------------
Name: P. Xxxxxxx Xxxx
Title: Principal
19
19
CYPRESSTREE INVESTMENT
PARTNERS II, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
/s/ P. Xxxxxxx Xxxx
------------------------------------
Name: P. Xxxxxxx Xxxx
Title: Principal
CYPRESSTREE INVESTMENT FUND, LLC,
By: CypressTree Investment Management
Company, Inc., as Managing Member,
by
/s/ P. Xxxxxxx Xxxx
------------------------------------
Name: P. Xxxxxxx Xxxx
Title: Principal
CYPRESSTREE INSTITUTIONAL FUND, LLC,
By: CypressTree Investment Management
Company, Inc., as Managing Member,
by
/s/ P. Xxxxxxx Xxxx
------------------------------------
Name: P. Xxxxxxx Xxxx
Title: Principal
CYPRESSTREE SENIOR FLOATING
RATE FUND,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
/s/ P. Xxxxxxx Xxxx
------------------------------------
Name: P. Xxxxxxx Xxxx
Title: Principal
20
20
NORTH AMERICAN SENIOR
FLOATING RATE FUND,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager,
by
/s/ P. Xxxxxxx Xxxx
-----------------------------------
Name: P. Xxxxxxx Xxxx
Title: Principal
SENIOR DEBT PORTFOLIO,
By: Boston Management and Research as
Investment Advisor,
by
/s/ Payson X. Xxxxxxxxx
-----------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME
TRUST,
By: Xxxxx Xxxxx Management as Invest-
ment Advisor,
by
/s/ Payson X. Xxxxxxxxx
-----------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL
SENIOR LOAN FUND,
By: Xxxxx Xxxxx Management as Invest-
ment Advisor,
by
/s/ Payson X. Xxxxxxxxx
-----------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
21
21
OCTAGON INVESTMENT PARTNERS II, LLC,
By: Octagon Credit Investors, LLC as
Sub-Investment Manager,
by
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS
III, LLC,
By: Octagon Credit Investors, LLC as
Portfolio Manager,
by
/s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
PERSEUS CDO I, LIMITED,
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as Port-
folio Manager,
by
/s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
SIMSBURY CLO LIMITED,
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as Port-
folio Manager,
by
/s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
22
22
SAAR HOLDINGS CDO LIMITED,
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Portfolio Manager,
by
/s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
XXXXXX CDO LIMITED,
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Portfolio Manager,
by
/s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
AERIES FINANCE- II LTD.,
By: INVESCO Senior Secured
Management, Inc. as Sub-Managing Agent,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
CERES FINANCE LTD.,
By: INVESCO Senior Secured
Management, Inc. as Sub-Managing Agent,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
23
23
FLOATING RATE PORTFOLIO,
By: INVESCO Senior Secured
Management, Inc. as Attorney in fact,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO,
By: INVESCO Senior Secured
Management, Inc. as Investment Advisor,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
STRATA FUNDING LTD.,
By: INVESCO Senior Secured
Management, Inc. as Sub-Managing Agent,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
TRITON CBO III, LIMITED,
By: INVESCO Senior Secured
Management, Inc. as Investment Advisor,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AMARA 2 FINANCE, LTD.,
By: INVESCO Senior Secured
Management, Inc. as Sub-Advisor,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
24
24
AVALON CAPITAL LTD.,
By: INVESCO Senior Secured
Management, Inc. as Portfolio Advisor,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 2,
By: INVESCO Senior Secured
Management, Inc. as Portfolio Advisor,
by
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
GALAXY CLO 1999-1, LTD,
By: SAI Investment Adviser, Inc. its
Collateral Manager,
by
/s/ Xxxxx Buckle
------------------------------------
Name: Xxxxx Buckle
Title: Authorized Agent
KZH CRESCENT LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH CRESCENT-2 LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
25
25
KZH CRESCENT-3 LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH CYPRESS TREE-1 LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH ING-1 LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH ING-2 LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH ING-3 LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH LANGDALE LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
26
26
KZH PONDVIEW LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH SHOSHONE LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH SOLEIL LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH SOLEIL-2 LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH WATERSIDE LLC,
by
/s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
FRANKLIN FLOATING RATE TRUST,
by
/s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
27
27
FRANKLIN CLO I, LIMITED,
by
/s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory
Corp.,
by
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
ADDISON CDO, LIMITED (ACCT 1279),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
ATHENA CDO, LIMITED (ACCT 1277),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
BEDFORD CDO, LIMITED (ACCT 1276),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
28
28
DELANO COMPANY (ACCT 274),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
JISSEKIKUN FUNDING, LTD. (ACCT 1288),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
ROYALTON COMPANY (ACCT 280),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
TRIGON HEALTHCARE INC. (ACCT 674),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
acting through The Bank of New York in t
Nominee Name of Hare & Co.,
by
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
29
29
TRAVELERS CORPORATE LOAN FUND INC.,
By: Travelers Asset Management
International Company LLC,
by
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Investment Office
NORTHWOODS CAPITAL, LIMITED,
By: Xxxxxx, Xxxxxx & Co., L.P. as
Collateral Manager,
by
/s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED,
By: Xxxxxx, Xxxxxx & Co., L.P. as
Collateral Manager,
by
/s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
AG CAPITAL FUNDING PARTNERS, L.P.,
By: Xxxxxx, Xxxxxx & Co., L.P. as
Investment Advisor,
by
/s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
ARCHIMEDES FUNDING II, LTD.,
By: ING Capital Advisors LLC, as
Collateral Manager,
by
/s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
30
30
ARCHIMEDES FUNDING III, LTD.,
By: ING Capital Advisors LLC, as
Collateral Manager,
by
/s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
NEMEAN CLO, LTD.,
By: ING Capital Advisors LLC, as
Investment Manager,
by
/s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
SEQUILS-ING I (HBDGM), LTD.,
By: ING Capital Advisors LLC, as
Collateral Manager,
by
/s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
WINDSOR LOAN FUNDING, LIMITED,
By: Xxxxxxxxx Capital Partners LLC as it
Investment Manager,
by
/s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
31
31
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.,
By: Xxxxxxxxx Capital Partners LLC as it
Collateral Manager,
by
/s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX CLO LTD.,
By: Xxxxxxxxx Capital Partners LLC as it
Collateral Manager,
by
/s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
AMMC CDO I, LIMITED
By: American Money Management Corp., as
Collateral Manager,
by
/s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXXXXXXXX SENIOR FLOATING
RATE FUND,
by
/s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
HARBOURVIEW CDO II, LIMITED,
by
/s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
32
32
TYLER TRADING, INC.,
by
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
APEX (IDM) CDO I, LTD.,
by
/s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
XXXXX CLO LTD. 2000-1,
by
/s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
THERMOPYLAE FUNDING CORP.,
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
WINGED FOOT FUNDING TRUST,
by
/s/ Xxx X. Xxxxxx
------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
OLYMPIC FUNDING TRUST, SERIES 1999-1,
by
/s/ Xxx X. Xxxxxx
------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
33
33
SRF TRADING, INC.,
by
/s/ Xxx X. Xxxxxx
------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY,
by
/s/ Xxxxx X. Good
------------------------------------
Name: Xxxxx X. Good
Title: Senior Vice President
Xxxxx Xxx & Xxxxxxx
Incorporated, as Advisor to
Xxxxx Xxx Floating Rate
Limited Liability Company
SEQUILS I, LTD,
By: TCW Advisors, Inc. as its Collateral
Manager,
by
/s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Managing Director
by
/s/ Xxxxxxxx Xxxx
------------------------------------
Name: Xxxxxxxx Xxxx
Title: Assistant Vice President
SEQUILS IV, LTD,
By: TCW Advisors, Inc. as its Collateral
Manager,
by
/s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Managing Director
by
/s/ Xxxxxxxx Xxxx
------------------------------------
Name: Xxxxxxxx Xxxx
Title: Assistant Vice President
34
34
CONTINENTAL ASSURANCE
COMPANY SEPARATE ACCOUNT (E),
By: TCW Asset Management Company as
Attorney-in-Fact,
by
/s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Managing Director
by
/s/ Xxxxxxxx Xxxx
------------------------------------
Name: Xxxxxxxx Xxxx
Title: Assistant Vice President
UNITED OF OMAHA LIFE INSURANCE
COMPANY,
By: TCW Asset Management Company, its
Investment Advisor,
by
/s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Managing Director
by
/s/ Xxxxxxxx Xxxx
------------------------------------
Name: Xxxxxxxx Xxxx
Title: Assistant Vice President
SEQUILS PILGRIM-1, LTD.,
By: ING Pilgrim Investments, Inc. as its
investment manager,
by
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS,
By: ING Pilgrim Investments, Inc. as its
investment manager,
by
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
35
35
PILGRIM CLO 1991-1, LTD.,
By: ING Pilgrim Investments, Inc. as its
investment manager,
by
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
PILGRIM PRIME RATE TRUST,
By: ING Pilgrim Investments, Inc. as its
investment manager,
by
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
