Contract
Exhibit 10.54
SIXTH AMENDMENT AND CONSENT dated as of December 26, 2002 (this “Amendment”), to the Credit Agreement dated as of May 28, 1999, as amended by the First Amendment dated as of October 8, 1999, the Second Amendment, Consent and Waiver dated as of March 9, 2000, the Third Amendment, Consent and Waiver dated as of January 24, 2001, the Fourth Amendment dated as of April 19, 2002 and the Fifth Amendment dated as of October 11, 2002 (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., GENERAL CABLE HOLDINGS DE MEXICO, S.A. DE C.V., GENERAL CABLE COMPANY, the other BORROWING SUBSIDIARIES from time to time party thereto (the “Borrowers”), the LENDERS from time to time party thereto, JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), X.X. XXXXXX EUROPE LIMITED, as London Agent, and BANK ONE, N.A. (f/k/a Bank One, Michigan), XXXXXXX XXXXX CAPITAL CORPORATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. |
WHEREAS, 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.
WHEREAS, the Company has informed the Administrative Agent that it intends to enter into or cause Subsidiaries to enter into one or more sale and lease-back transactions with respect to machinery and equipment and real property owned by the Company or such Subsidiaries on the date hereof (the “Proposed Transactions”) and to apply the Net Proceeds from the Proposed Transactions to prepay Term Borrowings in accordance with Section 2.11(c) of the Credit Agreement.
WHEREAS, the Company has requested that the Required Lenders amend certain provisions of the Credit Agreement to permit the Proposed Transactions and authorize and direct the Collateral Agent to (i) release from the lien of the Security Documents the assets proposed to be transferred in connection with the Proposed Transactions and (ii) subordinate the lien of the Security Documents in relation to any lien granted on cash or cash equivalents or on machinery and equipment (or a combination thereof) as credit support in connection with the Proposed Transactions, all as set forth in this Amendment, and the Lenders whose signatures appear below, constituting the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.
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NOW, THEREFORE, 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 hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. The following new defined terms are added to Section 1.01 of the Credit Agreement in its proper alphabetical position:
““Initial Sale and Lease-back Transaction” means the sale and lease-back transaction with a sale price not exceeding $25,000,000 being negotiated by the Company as of the Sixth Amendment Effective Date and permitted by Section 6.03.” | |
““Sixth Amendment” means the Sixth Amendment to the Credit Agreement dated as of December 20, 2002 among the Company, the Subsidiary Guarantors party thereto and the Required Lenders.” | |
““Sixth Amendment Effective Date” means the date on which the Sixth Amendment becomes effective pursuant to its terms.” | |
““Steering Committee” means the steering committee of the Lenders designated in October 2002, as the same may be constituted from time to time.” | |
““Subsequent Sale and Lease-back Transactions” means sale and lease-back transactions (other than the Initial Sale and Lease-back Transaction) permitted by Section 6.03 and consummated on and after the Sixth Amendment Effective Date.” |
SECTION 2. Amendment of Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by inserting the following sentence at the end of the definition of “Capital Expenditures”:
“Notwithstanding the foregoing, obligations incurred by the Company and its consolidated Subsidiaries in connection with any sale and lease-back transaction involving assets already owned by the Company or such Subsidiaries prior to such transaction (and not acquired in contemplation thereof) shall not be deemed “Capital Lease Obligations” for purposes of this definition.” |
SECTION 3. Amendment of Article VI of the Credit Agreement. (a) Amendment of Section 6.01(h). Section 6.01(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
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“(h) Indebtedness consisting of Capital Lease Obligations deemed to exist in connection with sale and lease-back transactions permitted under Section 6.03, and other unsecured Indebtedness (other than Indebtedness permitted by paragraph (f) above) in an aggregate principal amount not exceeding $5,000,000 at any time outstanding for all Subsidiaries that, taken together with the aggregate sale price of all arrangements permitted by Section 6.03, does not exceed $75,000,000 at any time outstanding;” |
(b) Amendment of Section 6.02(h). Section 6.02(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(h) Liens deemed to exist in connection with sale and lease-back transactions permitted under Section 6.03 on the assets subject to such transactions, and Liens on machinery and equipment of the Company and the Subsidiaries or on cash or cash equivalents (or a combination of machinery and equipment and cash or cash equivalents) with an aggregate fair market value not exceeding $15,000,000 at any time securing obligations in connection with sale and lease-back transactions permitted under Section 6.03, or securing reimbursement obligations in connection with Letters of Credit issued to secure such obligations; provided, however, that in connection with any sale and lease-back transaction (i) the fair market value of any machinery and equipment used for credit support shall be determined based on the orderly liquidation value of such machinery and equipment and such determination shall be reasonably satisfactory to the Administrative Agent after consultation with the Steering Committee; (ii) any cash or cash equivalents used for credit support in connection with the Initial Sale and Lease-back Transaction shall not exceed forty percent in the aggregate at any time of the total value of the collateral used for credit support; and (iii) any combination of cash or cash equivalents, the fair market value of any machinery and equipment and any Letters of Credit provided as credit support shall not exceed twenty percent in the aggregate at any time of the total value of any sale and lease-back transaction and such combination shall be reasonably satisfactory to the Administrative Agent after consultation with the Steering Committee;” |
(c) Amendment of Section 6.03. Section 6.03 of the Credit Agreement is hereby amended by deleting the figure “$25,000,000” and substituting in lieu thereof the figure “$75,000,000”. The Company agrees that the Net Proceeds of all sale and lease-back transactions permitted under Section 6.03 will be applied to prepay Term Loans pursuant to Section 2.11(c), without giving effect to the proviso therein.
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SECTION 4. Consent and Certain Agreements. (a) The undersigned Lenders hereby authorize and direct the Collateral Agent to execute and deliver any and all documents that it may deem necessary or desirable in accordance with the terms of this Amendment to effect (i) the release from the lien of the Security Documents of any assets transferred in the Proposed Transactions and (ii) the subordination of the lien of the Security Documents in relation to any lien granted on cash or cash equivalents or on machinery and equipment provided as credit support in connection with the Proposed Transactions.
(b) The undersigned Lenders hereby consent to the issuance of Letters of Credit as credit support in connection with the Proposed Transactions; provided, that the Company’s reimbursement obligations in connection with any Letters of Credit issued for such purpose in connection with any Subsequent Sale and Lease-back Transaction will at all times be collateralized with cash or cash equivalents in an amount not less than the aggregate undrawn amount of such Letters of Credit under arrangements satisfactory to the Administrative Agent.
(c) The undersigned Lenders hereby consent to the Company’s guarantee of the obligations of Subsidiaries in connection with the Proposed Transactions and agree that any such guarantee will be deemed to be permitted under Section 6.05 of the Credit Agreement.
(d) The undersigned Lenders and the Company agree that (i) notwithstanding anything in the Credit Agreement, the Net Proceeds of the Initial Sale and Lease-back Transaction shall not be reduced by any cash or cash equivalents securing obligations in connection with such sale and lease-back transaction, or securing reimbursement obligations in connection with Letters of Credit issued to secure such obligations, in each case as contemplated by Section 6.02(h) (collectively, “Pledged Cash”), and (ii) the Net Proceeds of each Subsequent Sale and Lease-back Transaction will be net of any Pledged Cash; provided, that if the obligations secured by any Pledged Cash shall be discharged or terminated and as a result such Pledged Cash shall be released, then such Pledged Cash shall be deemed to be Net Proceeds and shall be promptly applied to prepay Term Loans under Section 2.11(c).
SECTION 5. 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 (defined below):
(a) After giving effect to this Amendment, 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) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
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(c) The execution, delivery and performance by each of the Borrowers of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of each of the Borrowers, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 6. Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction of the following conditions (the date on which all such conditions shall have been satisfied being called the “Amendment Effective Date”):
(a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company, each Subsidiary Guarantor listed below and the Required Lenders.
(b) To the extent invoiced, the Administrative Agent shall have been reimbursed for all its reasonable out of pocket expenses, including the reasonable fees, charges and disbursements of its counsel, related to this Amendment or to the Credit Agreement.
(c) Each Lender executing this Amendment prior to 12:00 noon on Thursday, December 26, 2002 shall have received an amendment fee in an amount equal to 0.10% of such Lender’s outstanding Term and Revolving Loans and unused Commitments under the Credit Agreement.
SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute an Amendment 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 an 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
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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.
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/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President |
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GK TECHNOLOGIES, INCORPORATED, | ||
by |
/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President |
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GENERAL CABLE HOLDINGS, INC., | ||
by |
/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President |
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GENERAL CABLE HOLDINGS (UK) LIMITED, | ||
by |
/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director |
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GENERAL CABLE HOLDINGS (SPAIN), SRL, | ||
by |
/s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Joint Director |
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by |
/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Joint Director |
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GENERAL CABLE HOLDINGS DE MEXICO, S.A. DE C.V., |
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by |
/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director and Secretary |
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GENERAL CABLE COMPANY, | ||
by |
/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President |
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JPMORGAN CHASE BANK, individually, as Administrative Agent and as Collateral Agent, |
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by |
/s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President |
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X.X. XXXXXX EUROPE LIMITED, as London Agent, |
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by |
/s/ X. Xxxx Name: X. Xxxx Title: Associate |
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by |
/s/ X. Xxxxx Name: X. Xxxxx Title: Associate |
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BANK ONE, N.A. (f/k/a Bank One, Michigan), individually and as Co-Documentation Agent, |
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by |
/s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President |
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PNC BANK, NATIONAL ASSOCIATION, individually and as Co-Documentation Agent, |
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by |
/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President |
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ADDISON CDO, LIMITED (#1279), | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
/s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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AERIES FINANCE-II LTD., | ||
By: |
INVESCO Senior Secured Management, Inc., as Sub-Managing Agent |
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by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
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AIM FLOATING RATE FUND, | ||
By: |
INVESCO Senior Secured Management, Inc., as Attorney in fact |
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by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
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AMARA 2 FINANCE, LTD., | ||
By: |
INVESCO Senior Secured Management, Inc., as Financial Manager |
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by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
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AMMC CDO I, LIMITED, | ||
By: |
American Money Management Corp., as Collateral Manager |
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by |
/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President |
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AMMC CDO II, LIMITED, | ||
By: |
American Money Management Corp., as Collateral Manager |
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by |
/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President |
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APEX (IDM) CDO I, LTD., | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
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ARCHIMEDES FUNDING II, LTD., | ||
By: |
ING Capital Advisors LLC, as Collateral Manager |
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by |
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President |
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ARCHIMEDES FUNDING III, LTD., | ||
By: |
ING Capital Advisors LLC, as Collateral Manager |
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by |
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President |
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ATHENA CDO, LIMITED (#1277), | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
/s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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AVALON CAPITAL LTD., | ||
By: |
INVESCO Senior Secured Management, Inc., as Portfolio Advisor |
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by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
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AVALON CAPITAL LTD. 2, | ||
By: |
INVESCO Senior Secured Management, Inc., as Portfolio Advisor |
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by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
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BANCO ESPIRITO SANTO, S.A., | ||
by |
/s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President |
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by |
/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President |
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BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., |
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by |
/s/ Xxx Xxx Name: Xxx Xxx Title: Director |
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by |
/s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director Chief Investment Officer |
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BANK LEUMI USA, | ||
by |
/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President Managing Director |
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THE BANK OF NOVA SCOTIA, | ||
by |
/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director |
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THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, |
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by |
/s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Title: Deputy General Manager |
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BEDFORD CDO, LIMITED (#1276), | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
/s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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CAPTIVA II FINANCE LTD., | ||
by |
/s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director |
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CAPTIVA III FINANCE LTD. (Acct. 275), as advised by Pacific Investment Management Company LLC |
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by |
/s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director |
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CAPTIVA IV FINANCE LTD. (Acct. 1275), as advised by Pacific Investment Management Company LLC |
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by |
/s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director |
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CATALINA CDO LTD. (#1287), | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
/s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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CERES FINANCE LTD., | ||
By: |
INVESCO Senior Secured Management, Inc., as Sub-Managing Agent |
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by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
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CHARTER VIEW PORTFOLIO, | ||
By: |
INVESCO Senior Secured Management, Inc., as Investment Advisor |
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by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
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XXXXX XXXX BANK CO., LTD., NEW YORK AGENCY, |
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by |
/s/ Xxxx-Xxxxx Xxxx Name: Xxxx-Xxxxx Xxxx Title: Senior Vice President & GM |
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CITICORP INSURANCE AND INVESTMENT TRUST, |
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By: |
Travelers Asset Management International Company LLC |
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by |
/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Investment Officer |
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CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC. (f/k/a Travelers Corporate Loan Fund Inc.), |
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By: |
Travelers Asset Management International Company LLC |
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by |
/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Investment Officer |
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CITIZENS BANK OF MASSACHUSETTS, | ||
by |
/s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President |
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COLUMBUS LOAN FUNDING LTD., | ||
By: |
Travelers Asset Management International Company LLC |
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by |
/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Investment Officer |
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COMERICA BANK, | ||
by |
/s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Account Officer |
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DELANO COMPANY (#274), | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
/s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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XXXXXXX HILL FUNDING I, LIMITED, | ||
By: |
TCW Asset Management Company, as its Collateral Manager |
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by |
/s/ Xxxx X. Gold Name: Xxxx X. Gold Title: Managing Director |
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ELC (CAYMAN) LTD., | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
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ELC (CAYMAN) LTD. 1999-II, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
18
ELC (CAYMAN) LTD. 1999-III, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
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ELC (CAYMAN) LTD. 2000-I, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
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ELC (CAYMAN) LTD. CDO SERIES 1999-I, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
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ELF FUNDING TRUST III, | ||
By: |
New York Life Investment Management, LLC, as Attorney-in-Fact |
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by |
/s/ X. X. Xxxx Name: X. X. Xxxx Title: Vice President |
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ENDURANCE CLO I, LTD., | ||
By: |
ING Capital Advisors LLC, as Collateral Manager |
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by |
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President |
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FLEET NATIONAL BANK, | ||
by |
/s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President |
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FRANKLIN CLO I, LIMITED, | ||
by |
/s/ Xxxxxxx X’Xxxxxxx Name: Xxxxxxx X’Xxxxxxx Title: Senior Vice President |
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FRANKLIN FLOATING RATE TRUST, | ||
by |
/s/ Xxxxxxx X’Xxxxxxx Name: Xxxxxxx X’Xxxxxxx Title: Vice President |
20
GALAXY CLO 1999-1, LTD., | ||
by |
/s/ W. Xxxxxxx Xxxxxx Name: W. Xxxxxxx Xxxxxx Title: Authorized Agent |
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XXXXXXXX CDO, LTD., | ||
By: |
Xxxxxxxxx Capital Partners LLC, as its Collateral Manager |
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by |
/s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Partner |
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HARBOURVIEW CDO II, LTD., | ||
by |
/s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Manager |
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HARBOURVIEW CLO IV, LTD., | ||
by |
/s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Manager |
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HARCH CLO I, LTD., | ||
by |
/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory |
21
JISSEKIKUN FUNDING, LTD. (Acct. #1288), |
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By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
/s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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KZH CRESCENT LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
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KZH CRESCENT-2 LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
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KZH CRESCENT-3 LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
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KZH ING-2 LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
22
KZH PONDVIEW LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
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KZH SOLEIL LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
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KZH SOLEIL-2 LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
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KZH WATERSIDE LLC, | ||
by |
/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent |
23
NATEXIS BANQUES POPULAIRES, | ||
by |
/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Associate |
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by |
/s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President |
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NATIONAL CITY BANK, | ||
by |
/s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President |
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NATIONAL WESTMINSTER BANK PLC, | ||
By: |
NatWest Capital Markets Limited, its Agent |
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By: |
Greenwich Capital Markets, Inc., its Agent |
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by |
/s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President |
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NEMEAN CLO, LTD., | ||
By: |
ING Capital Advisors LLC, as Collateral Manager |
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by |
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President |
24
XXXXXXXXXXX SENIOR FLOATING RATE FUND, | ||
by |
/s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Manager |
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ORYX CLO, LTD., | ||
By: |
ING Capital Advisors LLC, as Collateral Manager |
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by |
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President |
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PERSEUS CDO I, LIMITED, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
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ROYALTON COMPANY (#280), | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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THE ROYAL BANK OF SCOTLAND PLC, | ||
by |
/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President |
25
SAAR HOLDING CDO LIMITED, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
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by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
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SEQUILS-ING I (HBDGM), LTD., | ||
By: |
ING Capital Advisors LLC, as Collateral Manager |
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by |
/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President |
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SEQUILS-MAGNUM, LTD. (#1280), | ||
By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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by |
/s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President |
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SEQUILS I, LTD., | ||
By: |
TCW Advisors, Inc., as its Collateral Manager |
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by |
/s/ G. Xxxxxx Xxxxx Name: G. Xxxxxx Xxxxx Title: Vice President |
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by |
/s/ Xxxx X. Gold Name: Xxxx X. Gold Title: Managing Director |
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SEQUILS IV, LTD., | ||
By: |
TCW Advisors, Inc., as its Collateral Manager |
|
by |
/s/ G. Xxxxxx Xxxxx Name: G. Xxxxxx Xxxxx Title: Vice President |
|
by |
/s/ Xxxx X. Gold Name: Xxxx X. Gold Title: Managing Director |
|
SIMSBURY CLO LIMITED, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
|
by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
|
XXXXXX CDO LIMITED, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
|
by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
|
SOUTHERN PACIFIC BANK, | ||
by |
/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Vice President |
|
SRF TRADING, INC., | ||
by |
/s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Assistant Vice President |
27
STANDARD FEDERAL BANK N.A., | ||
by |
/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: First Vice President |
|
XXXXXXXXX ARBITRAGE CDO, LTD., | ||
By: |
Xxxxxxxxx Capital Partners LLC, as its Collateral Manager |
|
by |
/s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Partner |
|
XXXXXXXXX CLO LTD., | ||
By: |
Xxxxxxxxx Capital Partners LLC, as its Collateral Manager |
|
by |
/s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Partner |
|
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD., | ||
By: |
Xxxxxxxxx Capital Partners LLC, as its Collateral Manager |
|
by |
/s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Partner |
|
XXXXX XXX & FARNHAM CLO I LTD., | ||
By: |
Xxxxx Xxx & Xxxxxxx Incorporated, as Portfolio Manager |
|
by |
/s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Senior Vice President |
28
XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY, |
||
By: |
Xxxxx Xxx & Xxxxxxx Incorporated, as Advisor |
|
by |
/s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Senior Vice President |
|
STRATA FUNDING LTD., | ||
By: |
INVESCO Senior Secured Management, Inc., as Sub-Managing Agent |
|
by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
|
SUNAMERICA SENIOR FLOATING RATE FUND INC., |
||
By: |
Xxxxxxxxx Capital Partners LLC, as subadvisor |
|
by |
/s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Partner |
|
TCW SELECT LOAN FUND, LIMITED, | ||
By: |
TCW Advisors, Inc., as its Collateral Manager |
|
by |
/s/ G. Xxxxxx Xxxxx Name: G. Xxxxxx Xxxxx Title: Vice President |
|
by |
/s/ Xxxx X. Gold Name: Xxxx X. Gold Title: Managing Director |
29
THE TRAVELERS INSURANCE COMPANY, | ||
by |
/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Investment Officer |
|
TRITON CBO III, LIMITED, | ||
By: |
INVESCO Senior Secured Management, Inc., as Investment Advisor |
|
by |
/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory |
|
XXXXX CLO LTD. 2000-I, | ||
By: |
Xxxxx X. Xxxxxx and Co., Inc., as Collateral Manager |
|
by |
/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director |
|
XXX XXXXXX PRIME RATE INCOME TRUST, | ||
By: |
Xxx Xxxxxx Investment Advisory Corp. |
|
by |
/s/ Xxxxxx Tiffen Name: Xxxxxx Tiffen Title: Managing Director |
30
XXX XXXXXX SENIOR INCOME TRUST, | ||
By: |
Xxx Xxxxxx Investment Advisory Corp. |
|
by |
/s/ Xxxxxx Tiffen Name: Xxxxxx Tiffen Title: Managing Director |
|
VENTURE CDO 2002, LIMITED, By its investment advisor, Barclays Capital Asset Management Limited, |
||
By its sub-advisor, Barclays Bank PLC, New York Branch |
||
by |
/s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director |
|
WACHOVIA BANK, NATIONAL ASSOCIATION, | ||
by |
/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director |
|
WINDSOR LOAN FUNDING, LIMITED, | ||
By: |
Xxxxxxxxx Capital Partners LLC, as its Investment Manager |
|
by |
/s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Partner |