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Exhibit 10.26
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of December 22, 1999, by and among SpectraSite Communications, Inc., a
Delaware corporation (the "Borrower"), SpectraSite Holdings, Inc., a Delaware
corporation ("Holdco"), CIBC World Markets Corp. (f/k/a CIBC Xxxxxxxxxxx Corp.)
and Credit Suisse First Boston, as arrangers (the "Arrangers"), Credit Suisse
First Boston, as syndication agent (the "Syndication Agent"), Canadian Imperial
Bank of Commerce, as administrative agent (the "Administrative Agent"), Canadian
Imperial Bank of Commerce, as collateral agent (the "Collateral Agent") and the
other Credit Parties signatory hereto (the "Credit Parties").
W I T N E S S E T H:
WHEREAS, the Borrower, Holdco, the Arrangers, the Syndication Agent,
the Administrative Agent, the Collateral Agent and the Credit Parties are
parties to that certain Credit Agreement dated as of April 20, 1999, as amended
by that certain First Amendment to Credit Agreement dated as of August 23, 1999
(as the same may be further amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"); and
WHEREAS, the Borrower and Holdco have requested, and the Arrangers, the
Syndication Agent, the Administrative Agent, the Collateral Agent and the Credit
Parties have agreed, to amend the Credit Agreement as and to the extent set
forth herein and to waive an Event of Default existing under the Credit
Agreement;
NOW THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree that all capitalized terms used herein shall have the meanings ascribed
thereto in the Credit Agreement, as amended hereby, except as otherwise defined
or limited herein, and further agree, subject to the conditions precedent to
this Amendment hereinafter set forth, as follows:
1. Amendments to Article 1.
(a)ab Article 1 of the Credit Agreement, Definitions, is hereby modified and
amended by adding the following new definitions to be placed in appropriate
alphabetical order:
"`Apex' shall mean Apex Site Management Holdings, Inc., a
Delaware corporation.
"`Apex Acquisition' shall mean the Acquisition of Apex by
Holdco pursuant to the terms and conditions of the Apex Acquisition
Documents and the subsequent
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transfer by Holdco to the Borrower of all of the issued and outstanding
Capital Stock of Apex.
"`Apex Acquisition Documents' shall mean that certain Merger
Agreement and Plan of Reorganization dated as of November 24, 1999, as
amended, between the Borrower and Apex, and all schedules and exhibits
thereto and documents executed in connection therewith.
"`Available Cash' shall mean, on any calculation date, the
greater of (a) the amount of cash and cash equivalents on hand of the
Borrower and its Subsidiaries minus $20,000,000, and (b) zero.
"`DigiPH' shall mean DigiPH PCS, Inc., an Alabama corporation.
"`DigiPH Acquisition' shall mean the Acquisition by the
Borrower of certain leases, towers and related facilities from DigiPH
in conjunction with up to ninety-four (94) sites, and the related lease
to DigiPH, under a master lease agreement, of space on such towers and
ground space on the land in the vicinity of such towers pursuant to the
terms and conditions of the DigiPH Purchase Documents.
"DigiPH Purchase Documents' shall mean that certain Asset
Purchase Agreement dated as of November 5, 1999, as amended, between
the Borrower and DigiPH, and all schedules and exhibits thereto and
documents executed in connection therewith.
"`Pre-Approved Transactions' shall mean, collectively, the
Apex Acquisition, the DigiPH Acquisition, the UbiquiTel Investment and
the Acquisitions described in Section 8.5(xiii) hereof.
"`Pre-Approved Transaction Documents' shall mean,
collectively, the Westower Merger Agreement, the NTA Investment
Documents, the Apex Acquisition Documents, DigiPH Purchase Documents,
the UbiquiTel Investment Documents and the documents relating to the
Acquisitions described in Section 8.5(xiii) hereof (including all
schedules and exhibits thereto).
"`Second Amendment Date' shall mean December 22, 1999.
"`UbiquiTel' shall mean UbiquiTel Holdings, Inc., a Delaware
corporation.
"`UbiquiTel Investment" shall mean the Investment by the
Borrower in UbequiTel pursuant to the terms and conditions of the
UbiquiTel Investment Documents in exchange for approximately twenty-six
percent (26%) of the issued and outstanding equity of UbiquiTel.
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"`UbiquiTel Investment Documents' shall mean that certain
Series A Preferred Stock Purchase Agreement dated as of November 23,
1999, as amended, among the Borrower, UbiquiTel and certain other
parties, and all schedules and exhibits thereto and documents executed
in connection therewith."
(b) Article 1 of the Credit Agreement, Definitions, is hereby further modified
and amended by deleting the existing definition of "Equity Offering".
(c) Article 1 of the Credit Agreement, Definitions, is hereby further modified
and amended by deleting the existing definition of "Leverage Ratio" and by
substituting the following in lieu thereof:
"`Leverage Ratio' shall mean, on any calculation date, the
ratio of (a) Borrower Debt, to (b) Annualized EBITDA; provided,
however, that at all times prior to the first anniversary of the Second
Amendment Date, for purposes of determining the Borrower's compliance
with Section 9.1 hereof (and not affecting the calculation of any other
Financial Covenant or the determination of the Applicable Margin
pursuant to Section 2.3(g) hereof), "Leverage Ratio" shall mean the
ratio of (i) the greater of (A) (I) Borrower Debt, minus (II) Available
Cash, and (B) zero, to (b) Annualized EBITDA."
2. Amendment to Section 2.1. Section 2.1 of the Credit Agreement, The Loans,
is hereby modified and amended by deleting the first sentence from subsection
(f) and by substituting the following in lieu thereof:
"The proceeds of the Loans shall be used (i) to finance the
Nextel Acquisition, (ii) to finance Permitted Acquisitions and
Permitted Investments, (iii) to provide funding for the acquisition,
construction/development, management and build-out of Towers and Tower
Sites, (iv) for general corporate purposes (including, without
limitation, fees and expenses relating to the Nextel Acquisition, any
Permitted Acquisitions and any Permitted Investments and the
transactions contemplated by this Agreement and the other Loan
Documents), and (v) for working capital and other general corporate
purposes."
3. Amendment to Section 2.7. Section 2.7 of the Credit Agreement, Mandatory
Repayments, is hereby modified and amended by deleting in its entirety existing
subsection (c) and by substituting the following in lieu thereof:
"(c) Debt Issuance. If, after the Agreement Date, Holdco shall
conduct any public or private issuance of any Funded Debt or any
Convertible Securities (other than the issuance of the Holdco 2009
Notes in an amount not to exceed $340,003,656) (each a "Debt
Offering"), and the Leverage Ratio on a pro forma basis after giving
effect to such Debt Offering shall be greater than 4.00 to 1.00, the
Borrower shall apply, on the date of receipt of the Net Proceeds of
such Debt Offering by Holdco, up to one hundred percent (100%) of the
Net Proceeds received by Holdco
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with respect to such Debt Offering, to prepay the Senior Loans as set
forth in Section 2.7(e) hereof, to the extent necessary to cause the
Leverage Ratio to be less than or equal to 4.00 to 1.00 after giving
effect to such Debt Offering."
4. Section 5.1(h) of the Credit Agreement, Title to Assets, is hereby modified
and amended by deleting the last sentence therefrom and by substituting the
following in lieu thereof:
"Tower Sub does not own any material Assets other than Tower Assets
comprising the Nextel Collateral and Tower Space Lease Agreements with
Co-Locators on Towers comprising the Nextel Collateral, and Holdco does
not own any material Assets other than (i) the Capital Stock of the
Borrower, (ii) the Capital Stock of any shell Subsidiary formed by
Holdco solely for the purpose of consummating any Permitted
Acquisition, and (iii) on the closing date of any Permitted
Acquisition, the Capital Stock of any target company acquired in
connection with such Permitted Acquisition immediately prior to the
contribution of such Capital Stock to the Borrower."
5. Amendment to Section 6.2. Section 6.2 of the Credit Agreement, Business;
Compliance with Applicable Law, is hereby amended by deleting the first sentence
therefrom and substituting the following in lieu thereof:
The Borrower will, and will cause each of its Subsidiaries
to, engage solely in the business of the Tower Operations, the Other
Operations and in related business activities. Holdco will engage
solely in the business of holding the Capital Stock of (a) the
Borrower, (b) any shell Subsidiary formed by Holdco solely for the
purpose of consummating any Permitted Acquisition, and (iii) on the
closing date of any Permitted Acquisition, any target company acquired
in connection with such Permitted Acquisition immediately prior to the
contribution of such Capital Stock to the Borrower."
6. Amendment to Section 6.9. Section 6.9 of the Credit Agreement, Use of
Proceeds, is hereby amended by deleting the first sentence therefrom and by
substituting the following in lieu thereof:
The Borrower will use the aggregate proceeds of all Advances
(a) to finance the Nextel Acquisition, (b) to finance Permitted
Acquisitions and Permitted Investments, (c) to provide funding for the
acquisition, construction/development and build-out of Towers as
permitted hereunder, (d) for general corporate purposes (including,
without limitation, fees and expenses relating to the Nextel
Acquisition, any Permitted Acquisitions and any Permitted Investments,
and the transactions contemplated by this Agreement and the other Loan
Documents), and (e) for working capital and other general corporate
purposes."
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7. Amendment to Section 7.1. Section 7.1 of the Credit Agreement, Monthly
Financial Statements and Information, is hereby amended by deleting the
reference to "thirty (30) days" contained therein and by replacing such
reference with "forty-five (45) days".
8. Amendment to Section 8.4. Section 8.4 of the Credit Agreement, Amendment
and Waiver, is hereby deleted in its entirety and the following substituted in
lieu thereof:
Section 8.4 Amendment and Waiver . Neither Holdco nor the
Borrower shall, and the Borrower shall cause each of its Subsidiaries
not to, without the prior written consent of the Arrangers, enter into
any amendment of, or agree to or accept any waiver of, which would
materially adversely affect the rights of the Borrower and the Credit
Parties, under any of them, of any of the provisions of, (a) its
organizational documents, including, without limitation, its
certificate or articles of incorporation (other than any increase in
the number of authorized shares) and by-laws, (b) the Nextel
Acquisition Documents, (c) the Indentures, (d) the Holdco Equity
Documents, and (f) the Pre-Approved Transaction Documents."
9. Amendments to Section 8.5.
(a) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby modified and amended by deleting existing
subsection (vii) and substituting the following in lieu thereof:
"(vii) subject to compliance with Section 6.10 and Section
6.16 hereof, the Borrower and its Subsidiaries (other than Tower Sub)
may make Acquisitions and Investments (including the acquisition of
Capital Stock or other equity interests in Persons engaged in
businesses similar to the Tower Operations) and form Subsidiaries with
respect thereto, subject to the following conditions:
"(A) no Default or Event of Default shall
then exist before or after giving effect to any such Acquisition or
Investment;
"(B) the Purchase Price with respect any such
Acquisition or Investment shall be (I) payable solely in
common stock of Holdco, or (II) payable in cash so long as (x)
the cash portion of the Purchase Price with respect to any
single Acquisition or Investment (with respect to a single
transaction or a series of related transactions) shall not
exceed $50,000,000, and (y) the aggregate cash portion of the
Purchase Price for Acquisitions and Investments consummated
pursuant to this clause (vii) (other than the Acquisition of
the Future Nextel Towers) during the period from the Second
Amendment Date through the Tranche B Maturity Date, shall not
exceed $200,000,000;
"(C) with respect to Acquisitions structured as Tower
Asset exchanges or swaps, the following restrictions shall
apply: (x) the cash outlay
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by the Borrower for such Acquisition must be within the
dollar limitations set forth in the preceding clause (B);
(y) the Annualized EBITDA attributable to the Tower
Assets being acquired must be substantially similar to or
greater than the Annualized EBITDA of the Tower Assets being
exchanged or swapped; and (z) if the exchange involves more
than twenty-five (25) Towers, the Towers acquired in
such transaction must have as an anchor tenant a Nextel
Tenant or another tenant reasonably acceptable to the Majority
Lenders.
"(D) the Borrower shall provide to the Arrangers and
the Lenders calculations demonstrating pro forma compliance
with the Financial Covenants after giving effect to such
Acquisition or Investment; and
"(E) with respect to any Acquisition having an
aggregate Purchase Price (with respect to a single transaction
or a series of related transactions) in excess of $20,000,000,
the Borrower shall provide to the Arrangers and the Lenders
revised Projections assuming consummation of the Acquisition
and demonstrating pro forma compliance with the Financial
Covenants through the Tranche B Maturity Date;"
(b) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by adding the
following new subsections (xii) and (xiii) at the end thereof:
"(xii) so long as no Default or Event of Default then exists
or would be caused thereby, the Borrower may consummate each of the
Pre-Approved Transactions (other than the transaction described in
clause (xiii) below); and
(xiii) so long as (A) no Default or Event of Default then
exists or would be caused thereby and (B) the Borrower shall provide
the Arrangers with evidence satisfactory to each of them that the
revenue and cash flow acquired by the Borrower in connection with each
such Acquisition shall have no material negative deviations from the
projected revenue and cash flow relating to broadcast tower
Acquisitions as set forth in the Borrower's Projections with respect to
such Acquisitions dated December 1999, the Borrower may make one or
more Acquisitions of broadcast towers, or of Persons engaged in the
broadcast tower business, on terms and conditions reasonably
satisfactory to the Arrangers and having an aggregate Purchase Price,
for all such Acquisitions, not to exceed $70,000,000 (inclusive of cash
and stock consideration)."
10. Amendment to Section 8.7. Section 8.7 of the Credit Agreement, Restricted
Payments and Purchases, is hereby amended by adding the following new subsection
(g) to the end thereof:
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(g) on the date on which the Apex Acquisition shall be
consummated, repayment of any existing Indebtedness of Apex in an
aggregate amount not to exceed $3,000,000."
11. Amendment to Section 8.9. Section 8.9 of the Credit Agreement, Corporate
Name; Corporate Structure; Business, is hereby amended by deleting subsection
(b) therefrom and by substituting the following in lieu thereof:
(b) with respect to the Borrower and its Subsidiaries, engage
in any businesses other than the Tower Operations and the Other
Operations and activities related or incident thereto, and with respect
to Holdco, engage in any business other than that of holding the
Capital Stock of (i) the Borrower, (ii) any shell Subsidiary formed by
Holdco solely for the purpose of consummating any Permitted
Acquisition, and (iii) on the closing date of any Permitted
Acquisition, any target company acquired in connection with such
Permitted Acquisition immediately prior to the contribution of such
Capital Stock to the Borrower"
12. Waiver. Pursuant to Section 4.5 of the Credit Agreement, the Borrower
agreed to deliver to the Arrangers a duly executed landlord waiver agreement, in
form and substance satisfactory to the Arrangers and their counsel, with respect
to the Borrower's principal place of business and the Borrower's premises
located at One Chase Corporate Drive, Hoover, Alabama, on or before September
30, 1999 (such landlord waiver agreements being hereinafter referred to as the
"Required Landlord Waivers"). As of the date hereof, the Borrower has not
delivered the required landlord waiver agreements to the Arrangers (the
"Landlord Waiver Default"). The Arrangers, the Syndication Agent, the
Administrative Agent, the Collateral Agent and the Credit Parties hereby waive
the Landlord Waiver Default existing as of the date hereof and hereby waive the
requirement of Section 4.5 that the Borrower deliver to the Arrangers the
Required Landlord Waivers. The waivers set forth in the immediately preceding
sentence shall not waive any other requirement or hinder, restrict or otherwise
modify the rights and remedies of the Arrangers, the Syndication Agent, the
Administrative Agent, the Collateral Agent and the Credit Parties following the
occurrence of any Default or Event of Default under the Credit Agreement.
13. No Other Amendments, Waivers or Consents. Except for the amendments,
waivers and consents set forth above, the text of the Credit Agreement and the
other Loan Documents shall remain unchanged and in full force and effect, and
the Arrangers, the Syndication Agent, the Administrative Agent, the Collateral
Agent and the Credit Parties hereby reserve the right to require strict
compliance with the terms of the Credit Agreement and the other Loan Documents,
including, without limitation, all terms applicable to Subsidiaries of the
Borrower, in the future.
14. Conditions Subsequent. As a condition subsequent to the amendments,
waivers and consents set forth in this Amendment, the Borrower shall perform or
cause to be performed the following (the failure by the Borrower to so perform
or cause to be performed for
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any reason (other than the fact that the Pre-Approved Transaction to
which such condition relates was not ever consummated) constituting an
Event of Default under the Credit Agreement):
(a) Collateral. On the closing date for each of the Pre-Approved
Transactions, the Borrower shall execute and deliver, or as applicable,
cause its Subsidiaries to execute and deliver, to the Collateral Agent
all agreements, instruments and other items required to be so delivered
pursuant to Section 6.16 of the Credit Agreement.
(b) Definitive Documentation. Promptly upon the closing of each of the
Pre-Approved Transactions, the Borrower shall deliver to the Arrangers
a full set of copies of the documents executed in connection with such
Pre-Approved Transaction.
15. Conditions to Effectiveness. This Amendment shall be effective as of the
date first written above (the "Effective Date") upon the following:
(a) the Administrative Agent's receipt of a counterpart hereof
duly executed by the Borrower and Holdco, and by the Majority Lenders;
(b) with respect to each of the Pre-Approved Transactions, the
Arrangers' receipt of (i) updated Projections for the Borrower
demonstrating the Borrower's pro forma compliance with the Financial
Covenants after giving effect thereto, and (ii) copies of any material
agreements relating to such Pre-Approved Transaction in the possession
of the Borrower; and
(c) the representations and warranties of Holdco and the
Borrower set forth in the Credit Agreement and this Amendment, other
than those that are expressly made as of a specific date, are true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the Effective
Date.
16. Representations and Warranties. Each of the Borrower and Holdco, for
itself and on behalf of each of its Subsidiaries, agrees, represents and
warrants in favor of the Arrangers, the Syndication Agent, the Administrative
Agent, the Collateral Agent and the Credit Parties that:
(a) This Amendment has been executed and delivered by duly authorized
representatives of the Borrower and Holdco, and the Credit Agreement,
as modified and amended by this Amendment, constitutes a legal, valid
and binding obligation of the Borrower and Holdco and is enforceable
against the Borrower and Holdco in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors' rights generally and by the
application of general equitable principles;
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(b) Before and after giving effect to this Amendment, no Default or Event
of Default with respect to the Borrower or Holdco (other than the
Defaults and Events of Default described in Section 12 hereof) has
occurred and is continuing;
(c) As of the date hereof and after giving effect to each of the
Pre-Approved Transactions, (i) the property of the Borrower, at a fair
valuation on a going concern basis, will exceed its debt; (ii) the
capital of the Borrower will not be unreasonably small to conduct its
business; and (iii) the Borrower will not have incurred debts, or have
intended to incur debts, beyond its ability to pay such debts as they
mature;
(d) No event contemplated in connection with any of the Pre-Approved
Transactions shall occur, which has not been consented to or waived,
the occurrence of which constitutes, or with the passage of time or
giving of notice or both would constitute, a material default by
Holdco, the Borrower or any of their respective Subsidiaries under any
material indenture, agreement or other instrument, including, without
limitation, the material Necessary Authorizations and the Indentures,
or any judgment, decree or order, to which Holdco, the Borrower or any
of their respective Subsidiaries is a party or by which Holdco, the
Borrower or any of their respective Subsidiaries or any of their
respective properties may be bound or affected; and
(e) All of the representations and warranties of Holdco and the Borrower
contained in the Credit Agreement (other than representations and
warranties that relate solely to a specified date) continue to be true
and correct in all material respects as of the date hereof as though
made on and as of such date.
17. Effect on the Credit Agreement. Except as specifically provided herein,
the Credit Agreement shall remain in full force and effect, and is hereby
ratified, reaffirmed and confirmed. This Amendment shall be deemed to be a Loan
Document for all purposes.
18. Counterparts. This Amendment may be executed in any number of separate
counterparts and by the different parties hereto on separate counterparts, each
of which shall be deemed an original and all of which, taken together, shall be
deemed to constitute one and the same instrument. In proving this Amendment in
any judicial proceedings, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement
is sought. Any signatures delivered by a party by facsimile transmission shall
be deemed an original signature hereto.
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19. Law of Contract. THIS CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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SECOND AMENDMENT (SPECTRASITE COMMUNICATIONS, INC.)
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
BORROWER: SPECTRASITE COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Attest:
Name:
Title:
HOLDCO: SPECTRASITE HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Attest:
Name:
Title:
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ADMINISTRATIVE
AGENT: CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
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ARRANGERS: CIBC WORLD MARKETS CORP.
(f/k/a CIBC Xxxxxxxxxxx Corp.)
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
14
COLLATERAL AGENT: CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
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SYNDICATION AGENT: CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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MANAGING AGENTS: BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Director
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By: /s/ Xxxxxxx D. Rainie
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
17
CO-AGENT: CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: First Vice President
18
LENDERS: CIBC INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
19
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
20
BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Director
00
XXX XXXX XX XXXX XXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
22
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By: /s/ Xxxxxxx D. Rainie
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
23
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
24
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
00
XXXXX XXXX XX XXXXXXXXXX, N.A.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
26
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: First Vice President
00
XXX XXXX XX XXX XXXX
By: /s/ Xxxxx Xxxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
00
XXXXXX XX XXXXX XX XXXXXXXXX XX XXXXXX
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Manager
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
29
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
30
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Xxxxxx X. X. Xxxxxxx
----------------------------
Name: Xxxxxx X. X. Xxxxxxx
Title: Assistant Vice President
31
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management Company, Inc.,
its Managing Member
By:
Name:
Title:
32
NORTHAMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company, Inc.,
its Managing Member
By:
Name:
Title:
33
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of First Allmerica
Financial Life Insurance Company as Portfolio
Manager
By:
Name:
Title:
34
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
35
FREMONT INVESTMENT & LOAN
By:
Name:
Title:
36
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
37
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
Name:
Title:
38
PPM AMERICA, INC., as attorney in fact, on behalf of Xxxxxxx
National Life Insurance Company
By:
Name:
Title:
39
Fleet National Bank (f/k/a BankBoston, N.A.), as Trust
Administrator for LONGLANE MASTER TRUST IV
By:
Name:
Title:
40
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc., its Collateral Manager
By:
Name:
Title:
41
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------
Name: Xxxxx X. Page
Title: Vice President
42
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------
Name: Xxxxx X. Page
Title: Vice President
43
X.X. XXXXXXX MARKET VALUE FUND, L.P.
By: X.X. Xxxxxxx Value GP, Ltd., its General Partner
By:
Name:
Title:
44
X.X. XXXXXXX MEZZANINE FUND, L.P.
By: Xxxxxxx XX, Ltd. - General Partner
-----------------------------------
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Managing Member
45
BANK OF AMERICA, N.A.
By:
Name:
Title:
46
DEBT STRATEGIES FUND II, INC.
By:
Name:
Title:
47
DEBT STRATEGIES FUND III, INC.
By:
Name:
Title:
00
XXX XXXX XXXX, XXXXXXX, XXX XXXX BRANCH
By:
Name:
Title:
49
XXX XXXXXX SENIOR INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
50
PROSPECT INTERNATIONAL DEBT
STRATEGY FUND
By:
Name:
Title:
51
CARAVELLE INVESTMENT FUND L.L.C.
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
52
XXXXX XXXXX SENIOR INCOME TRUST
By: /s/ Xxxxx X. Page
---------------------------
Name: Xxxxx X. Page
Title: Vice Presisdent
53
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND II, INC.
By:
Name:
Title:
54
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By:
Name:
Title:
55
ELC "Cayman" Ltd. 1999-III
By: /s/ Xxxxxx X.Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
