FIFTH AMENDMENT
EXHIBIT 10.4
EXECUTION COPY
FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of August 12, 2004 (this "Amendment"), to
(a) the Amended and Restated Credit Agreement, dated as of April 25, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Interstate Bakeries Corporation, a Delaware corporation
("Holdings"), Interstate Brands Corporation, a Delaware corporation ("Brands" or
the "Borrower"), the several banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), The Bank of Nova Scotia, BNP
Paribas, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank
International", New York Branch, and SunTrust Bank, each as a co-documentation
agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, as
administrative agent (in such capacity, the "Administrative Agent") and (b) the
Guarantee and Collateral Agreement, dated as of July 19, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), among Holdings, the Borrower and certain of their
subsidiaries in favor of the Administrative Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrower;
WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement and the Guarantee and Collateral Agreement be amended as set
forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Amendments to Section 1.1 of the Credit Agreement
[Defined Terms]. (a) Section 1.1 of the Credit Agreement is hereby amended by
revising the definition of "Consolidated EBITDA" (i) to delete the following
language from clause (a)(iv) thereof in its entirety: "(solely for the purpose
of calculating Consolidated EBITDA for any four fiscal quarter period ended on
or before May 29, 2004)" and (ii) to delete the date "August 24, 2002" from the
proviso contained in clause (a)(vi) thereof and to substitute in lieu thereof
the following: "the Fifth Amendment Effective Date".
(b) Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following defined term in its appropriate alphabetical order:
"Fifth Amendment Effective Date": August __, 2004.
(c) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the defined term "L/C Commitment" and substituting in lieu thereof the
following:
"L/C Commitment": $215,000,000.
(d) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the pricing grid set forth in the definition of "Pricing Grid" and
substituting in lieu thereof the following:
2
"Pricing Grid": the table set forth below.
Facility Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable
Fee Margin for Margin for Margin for Margin Margin for Margin for Margin for Margin
Rate Eurodollar ABR Eurodollar for ABR Eurodollar ABR Tranche Eurodollar for ABR
Revolving Revolving Tranche A Tranche A Tranche B B Tranche C Tranche C
Loans Loans Term Loans Term Loans Term Loans Term Loans Term Loans Term Loans
-------- ----- ----- ---------- ---------- ---------- ---------- ---------- ----------
.500% 3.00% 2.00% 3.50% 2.50% 3.75% 2.75% 3.50% 2.50%
SECTION 3. Amendment to Section 6.1 of the Credit Agreement
[Financial Statements]. Subsection 6.1(a) of the Credit Agreement is hereby
amended by inserting the following language immediately after the term "90 days"
set forth therein:
"(or, with respect to the fiscal year ended May 29, 2004, 120 days)"
SECTION 4. Amendment to Section 6.11 of the Credit Agreement
[Additional Collateral, Etc.]. (a) Subsection 6.11(b) of the Credit Agreement is
hereby amended by deleting the dollar amount "$10,000,000" contained therein and
substituting in lieu thereof the dollar amount "$5,000,000".
(b) Subsection 6.11(e) of the Credit Agreement is hereby amended by
inserting the words, "and Section 6.13", immediately after the words "6.11(d)
inclusive" set forth therein.
SECTION 5. Amendment to Section 6 of the Credit Agreement
[Affirmative Covenants]. Section 6 of the Credit Agreement is hereby amended by
inserting the new Section at the end thereof in its entirety:
"6.13 Real Estate Matters. With respect to each of the real
properties set forth in Annex A hereto, within 90 days (which may be
extended by the Administrative Agent in its sole discretion for up to 45
days) after the Fifth Amendment Effective Date (i) execute and deliver a
first priority Mortgage, in favor of the Administrative Agent, for the
benefit of the Lenders, covering such real property, (ii) provide a
mortgagee's title insurance policy (or policies) or marked up
unconditional binder for such insurance with respect to such real property
(and each such policy shall (A) be in an amount as agreed to between the
Administrative Agent and the Borrower intended to reasonably approximate
the fair market value of such real property; (B) insure that such Mortgage
creates a valid first priority Lien on such real property free and clear
of all defects and encumbrances, except Liens permitted hereunder and
other encumbrances and defects reasonably acceptable to the Administrative
Agent; (C) name the Administrative Agent for the benefit of the Lenders as
the insured thereunder; (D) be in the form of ALTA Loan Policy - 1970
(Amended 10/17/70 and 10/17/84) (or equivalent policies) (provided, that
no new survey shall be required for any such real property); (E) contain
such endorsements and affirmative coverage as the Administrative Agent and
the Borrower shall reasonably agree, and (F) be issued by title company
reasonably satisfactory to the Administrative Agent), (iii) deliver to the
Administrative Agent copies of any existing survey with respect to such
real property, and (iv) provide reasonably satisfactory evidence of flood
insurance for any such real property that is located in an area that has
been identified by the Secretary of Housing and Urban Development as an
area having special flood hazards and in which flood insurance has been
made available under the National Flood Insurance Act of 1968."
SECTION 6. Amendments to Section 7.1 of the Credit Agreement
[Financial Condition Covenants]. (a) Subsection 7.1(a) of the Credit Agreement
is hereby amended by deleting the table set forth in such subsection in its
entirety and substituting in lieu thereof the following table:
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Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
May 29, 2004 4.00 to 1.00
August 21, 2004 through May 28, 2005 4.50 to 1.00
August 20, 2005 4.25 to 1.00
November 12, 2005 and thereafter 2.75 to 1.00
(b) Subsection 7.1(b) of the Credit Agreement is hereby amended by
deleting the table set forth in such subsection in its entirety and substituting
in lieu thereof the following table:
Consolidated Interest
Fiscal Quarter Coverage Ratio
-------------- --------------
May 29, 2004 3.75 to 1.00
August 21, 2004 through August 20, 2005 3.00 to 1.00
November 12, 2005 and thereafter 5.00 to 1.00
SECTION 7. Amendment to Section 7.6 of the Credit Agreement
[Restricted Payments]. Section 7.6 of the Credit Agreement is hereby amended by
(a) inserting the words "before and", immediately after the words "so long as
immediately", set forth in clause (iii) of the proviso therein and (b) deleting
the words "and (B)" contained in clause (iii) of the proviso therein and
substituting in lieu thereof the following:
", (B) the Borrower shall have senior secured credit ratings of no
less than "BB-" by S&P and "Ba3" by Xxxxx'x, in each case with a stable
outlook or better and (C)"
SECTION 8. Amendment to Section 3 of the Guarantee and Collateral
Agreement. (a) Section 3 of the Guarantee and Collateral Agreement is hereby
amended by (A) renaming clauses (i) through (l) of the granting clause contained
therein as clauses (j) through (m), respectively, and (B) inserting the
following new clause (i) into the granting clause in appropriate order:
"(i) all Inventory;"
(b) Section 3 of the Guarantee and Collateral Agreement is hereby
further amended by deleting the first sentence of the last paragraph thereof in
its entirety and substituting in lieu thereof the following:
"Notwithstanding the foregoing, "Collateral" shall not include (i)
Vehicles or (ii) any "Excluded Property" (as defined below) until such
time, if any, as the prohibitions causing such property to be Excluded
Property have terminated (howsoever occurring)."
SECTION 9. Conditions to Effectiveness of Amendment. This Amendment
shall be effective on the date on which all of the following conditions
precedent have been satisfied or waived (the "Effective Date"):
(a) the Administrative Agent (or its counsel) shall have received a
counterpart of the Amendment, executed and delivered by a duly authorized
officer of each of (i) Holdings, (ii) the Borrower and (iii) each of the
Lenders constituting the Required Lenders;
4
(b) (i) an offering of junior capital shall have been consummated by
Holdings, (ii) Holdings shall have received net proceeds of at least $95
million from such offering of junior capital and (iii) the documentation
therefor shall be in form and substance reasonably satisfactory to the
Administrative Agent;
(c) the Borrower shall have prepaid (or shall have made arrangements
reasonably satisfactory to the Administrative Agent to prepay) the
September 30, 2004, December 31, 2004, March 31, 2005 and June 30, 2005
scheduled installments of the Tranche A Term Loans, the Tranche B Term
Loans and the Tranche C Term Loans;
(d) the Borrower shall have paid the reasonable fees and expenses of
counsel to the Administrative Agent for which invoices have been timely
presented prior to the Effective Date;
(e) after giving effect to the Amendment, no Default or Event of
Default shall have occurred and be continuing; and
(f) the Administrative Agent shall have received (i) an amendment
fee for the account of each Lender that consents to the Amendment in an
amount equal to 0.25% of each such Lender's Commitment and (ii) such other
fees as separately agreed between the Administrative Agent (or its
Affiliates) and the Borrower.
SECTION 10. Representations and Warranties. Each of the
representations and warranties made by each of Holdings and the Borrower in or
pursuant to the Loan Documents shall be true and correct in all material
respects on and as of the date hereof as if made as of the date hereof, except
for representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date; provided that each
reference to the Credit Agreement therein shall be deemed to be a reference to
the Credit Agreement after giving effect to this Amendment and the amendments
and waivers provided for herein.
SECTION 11. Effect on the Loan Documents. (a) Except as specifically
amended above, the Credit Agreement and all other Loan Documents shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.
SECTION 12. Expenses. Holdings and the Borrower agree to pay or
reimburse the Administrative Agent for all of its out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, any other
documents prepared in connection herewith and the transaction contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.
SECTION 13. Affirmation of Guarantee and Collateral Agreement. The
Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and
restate that their obligations under or in respect of the Guarantee and
Collateral Agreement and the other Loan Documents are and shall remain in full
force and effect after giving effect to the foregoing Amendment.
5
SECTION 14. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. Execution in Counterparts. This Amendment may be
executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
INTERSTATE BRANDS CORPORATION, as Borrower
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
INTERSTATE BAKERIES CORPORATION, as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
and Chief Financial Officer
IBC SALES CORPORATION, as Guarantor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXXX'X INN QUALITY BAKED GOODS, LLC, as
Guarantor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
IBC SERVICES, LLC, as Guarantor
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Treasurer
XX XXXXXX XXXXX BANK, as Administrative Agent,
an Issuing Lender and a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
_________________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
XXXXXX TRUST & SAVINGS BANK, as an Issuing
Lender and a Lender
By: /s/ Xxxxx Xxxxxxx
_________________________________
Name: Xxxxx Xxxxxxx
Title: Managing Director
HarbourView CLO IV
(Name of Lender)
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: XXXX XXXXXXX
Title: MANAGER
HarbourView CLO V
(Name of Lender)
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: XXXX XXXXXXX
Title: MANAGER
AURUM CLO 2002-1 LTD., as Assignee
By Columbia Management Advisors, Inc. as
Investment Manager.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
XXXXX XXX & XXXXXXX CLO 1 LTD.
By Columbia Management Advisors, Inc. as
Investment Manager.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
CoBank, ACB
(Name of Lender)
By: /s/ S. Xxxxxxx Xxxx
------------------------------------
Name: S. Xxxxxxx Xxxx
Title: Vice President
GLENEAGLES TRADING LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X XXXXX
Title: ASSISTANT VICE PRESIDENT
THE BANK OF NOVA SCOTIA
(Name of Lender)
By: /s/ X. Xxxxxx
------------------------------------
Name: X. XXXXXX
Title: ASSISTANT AGENT
Smoky River CDO, L.P.,
By RBC Leveraged Capital as
Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
AIMCO CLO SERIES 2001-A
(Name of Lender)
By: /s/ XXXXX XXXXXXX
------------------------------------
Name: XXXXX XXXXXXX
Title:
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title:
ALLSTATE LIFE INSURANCE COMPANY
(Name of Lender)
By: /s/ XXXXX XXXXXXX
------------------------------------
Name: XXXXX XXXXXXX
Title:
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title:
AIMCO CDO SERIES 2000-A
(Name of Lender)
By: /s/ XXXXX XXXXXXX
------------------------------------
Name: XXXXX XXXXXXX
Title:
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: XXXXXXX X. XXXXX
Title:
BNP Paribas
By: /s/ Jo Xxxxx Xxxxxx
------------------------------------
Name: Jo Xxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Central Region Manager
LOAN FUNDING IV LLC
By: Highland Capital Management, L.P.
As Portfolio Manager
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
COLUMBIA FLOATING RATE ADVANTAGE FUND
By: Highland Capital Management, L.P.,
its Investment Advisor
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
COLUMBIA FLOATING RATE LIMITED
LIABILITY COMPANY
By: Highland Capital Management, L.P.,
its Investment Advisor
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.,
its Investment Advisor
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
RESTORATION FUNDING CLO, LTD.
By: Highland Capital Management, L.P.,
its Investment Advisor
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
AgFirst Farm Credit Bank
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
IKB Capital Corporation
(Name of Lender)
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: President
IKB Capital Corporation
Wachovia Bank National Association
(Name of Lender)
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
U.S. AGBANK, FCB, fka FARM CREDIT BANK
OF WICHITA, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
DBS BANK LTD., LOS ANGELES AGENCY
(Name of Lender)
By: /s/ Xxxxxxx Xxx
------------------------------------
Name: Xxxxxxx Xxx
Title: General Manager
DBS Bank Los Angeles
LONG LANE MASTER TRUST IV
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED AGENT
SRF 2000, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
SRF TRADING, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
----------------------------------------
(Name of Lender)
By: /s/ [ILLEGIBLE]
------------------------------------
Name:
Title:
BANK HAPOALIM B.M.
By: /s/ Xxxxx Xxxx Xxxxx
------------------------------------
Name: XXXXX XXXX XXXXX
Title: EXECUTIVE VICE PRESIDENT
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: XXXXXX XXXXXXX
Title: FIRST VICE PRESIDENT
PB Capital
(Name of Lender)
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: VP
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: AVP
Farm Credit Services of Missouri, PCA
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, Agribusiness
Landmark II CBO Limited
(Name of Lender)
By: /s/ Aladdin Capital Management LLC
------------------------------------
Name: [ILLEGIBLE]
Title: Director
Landmark III CDO Limited
(Name of Lender)
By: Aladdin Capital Management LLC
------------------------------------
Name: [ILLEGIBLE]
Title: Director
Landmark III CDO Limited
(Name of Lender)
By: Aladdin Capital Management LLC
------------------------------------
Name: [ILLEGIBLE]
Title: Director
MASSMUTUAL/XXXXX CBO LLC
By: MassMutual/Xxxxx CBO IM, Inc.
as LLC Manager
By: Xxxxx X. Xxx
------------------------------------
Name: Xxxxx X. Xxx
Title: Vice President and
Assistant Treasurer
UMB Bank, n.a.
(Name of Lender)
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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
NORTHWOODS CAPITAL III, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
NORTHWOODS CAPITAL IV, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
The Sumitomo Trust & Banking Co., Ltd.,
New York Branch
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
AURIUM CLO 2002-1 LTD., as Assignee
By Columbia Management Advisors, Inc.
as Investment Manager.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Farm Credit Services of Minnesota
Valley, PCA dba
FCS Commercial Finance Group
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: SVP - Syndicated Finance
CALYON NEW YORK BRANCH, as successor to Credit Lyonnais
By: /s/ Xxx X. Xxxxx
------------------------------------
Name: Xxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Director
CHINATRUST COMMERCIAL BANK
By: /s/ Xxxx Xxx
------------------------------------
Name: Xxxx Xxx
Title: Lending Manager, SVP
AMMC CLO III, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
The terms set forth in this Assignment and acceptance are hereby agreed to:
ASSIGNOR, BEAR XXXXXXX CORPORATE
LENDING INC.
By: /s/ Xxxxxxx Xxxx Xxxxx
------------------------------------
Name: XXXXXXX XXXX XXXXX
Title: SENIOR MANAGING DIRECTOR
Xxxxxxxxxxx Senior Floating Rate Fund
(Name of Lender)
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
NATIONAL BANK OF KUWAIT, S.A.K.
GRAND CAYMAN BRANCH
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: General Manager
By: /s/ Xxx Xxxxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Executive Manager
XXXXX XXX & XXXXXXX CLO 1 LTD.
By Columbia Management Advisors, Inc. as
Investment Manager.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Toronto Dominion (New York), Inc.
(Name of Lender)
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
Commerce Bank, N.A.
(Name of Lender)
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: XXXXX XXXXXX
Title: Senior Vice President
TRS 1 LLC
(Name of Lender)
By: /s/ Xxxxxxx X'Xxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
SunTrust Bank
(Name of Lender)
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
ELT LTD.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED AGENT
HARBOUR TOWN FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
Smoky River CDO, L.P.,
By RBC Leveraged Captial as Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
ING PRIME RATE TRUST ING SENIOR INCOME FUND
By: Aeltus Investment Management, Inc. By: Aeltus Investment Management, Inc.
as its investment manager as its investment manager
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx
---------------------- ----------------------
Name: XXXXX XXXXX Name: XXXXX XXXXX
Title: VICE PRESIDENT Title: VICE PRESIDENT
ML CLO XX PILGRIM AMERICA ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD, (CAYMAN) LTD,
By: ING Investments, LLC By: ING Investments, LLC
as its investment manager as its investment manager
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx
---------------------- ----------------------
Name: XXXXX XXXXX Name: XXXXX XXXXX
Title: VICE PRESIDENT Title: VICE PRESIDENT
SEQUILS - PILGRIM I, LTD PILGRIM CLO 1999 - 1 LTD
By: ING Investments, LLC By: ING Investments, LLC
as its investment manager as its investment manager
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx
---------------------- ----------------------
Name: XXXXX XXXXX Name: XXXXX XXXXX
Title: VICE PRESIDENT Title: VICE PRESIDENT
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ Xxxxx Xxxxx
----------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
OXFORD STRATEGIC INCOME FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO II, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO III, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
COSTANTINUS XXXXX XXXXX CDO V, LTD
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & CO.
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX
LIMITED DURATION INCOME FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
TOLLI & CO
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR
FLOATING-RATE TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL" NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Director
TRS ECLIPSE LLC
(Name of Lender)
By: /s/ Xxxxxxx X'Xxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for XXXXX POINT CLO,
Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO,
Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Comerica Bank
(Name of Lender)
By: /s/ Xxxx X. Levercce
------------------------------------
Name: Xxxx X. Levercce
Title: Commercial Banking Officer
Farm Credit Services of America, PCA
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Bank of Montreal
By: /s/ [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
Title: MANAGER
Banco Espirito Santo, S.A.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
Mountain Capital CLO 11 Ltd.
(Name of Lender)
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
Mountain Capital CLO 1 Ltd.
(Name of Lender)
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
BRYN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
LONG GROVE CLO, LIMITED
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: XXXX X. XXXXXXXXX
Title: Managing Director
SIMSBURY CLO, LIMITED
By: Babson Capital Management LLC
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: XXXX X. XXXXXXXXX
Title: Managing Director
SUFFIELD CLO, LIMITED
By: Babson Capital Management LLC
as Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: XXXX X. XXXXXXXXX
Title: Managing Director
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: Babson Capital Management LLC
as Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: XXXX X. XXXXXXXXX
Title: Managing Director
MUIRFIELD TRADING LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
