EXHIBIT 10.23
FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment"),
dated as of November 26, 2001, among XXXXXX HOLDINGS, INC. (f/k/a Big Flower
Holdings, Inc.), a Delaware corporation ("Holdings"), XXXXXX, INC. (f/k/a Big
Flower Press Holdings, Inc.), a Delaware corporation ("Xxxxxx"), XXXXXX LIMITED
(f/k/a Big Flower Limited), a Wholly-Owned Subsidiary of Xxxxxx and a limited
company organized under the laws of England ("VL"), XXXXXX DIRECT MARKETING
SERVICES (CROYDON) LIMITED (f/k/a Olwen Direct Mail Limited), a Wholly-Owned
Subsidiary of VL and a limited company organized under the laws of England
("VDMS"), XXXXXX DIGITAL SERVICES LIMITED (f/k/a Big Flower Digital Services
Limited), an indirect Wholly-Owned Subsidiary of Xxxxxx and a limited company
organized under the laws of England ("VDSL"), FUSION PREMEDIA GROUP LIMITED
(f/k/a Troypeak Limited), an indirect Wholly-Owned Subsidiary of Xxxxxx and a
limited company organized under the laws of England ("Fusion"), PISMO LIMITED,
an indirect Wholly-Owned Subsidiary of Xxxxxx and a limited company organized
under the laws of England ("Pismo"), XXXXXX DIRECT RESPONSE LIMITED (f/k/a
Colorgraphic Direct Response Limited), a Wholly-Owned Subsidiary of VL and a
limited company organized under the laws of England ("VDRL"), and THE ADMAGIC
GROUP LIMITED, an indirect Wholly-Owned Subsidiary of Xxxxxx and a limited
company organized under the laws of England ("Admagic" and, together with
Vertis, VL, VDMS, VDSL, Fusion, Pismo and VDRL, the "Borrowers", and each, a
"Borrower"), the Lenders from time to time party to the Credit Agreement
referred to below, CHASE SECURITIES, INC. and DEUTSCHE BANK SECURITIES, INC., as
Joint Lead Arrangers and Joint Book Managers (in such capacity, the "Joint Lead
Arrangers"), XX XXXXXX XXXXX BANK (f/k/a The Chase Manhattan Bank), as
Administrative Agent (the "Administrative Agent"), BANKERS TRUST COMPANY, as
Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, and certain
Managing Agents party to the Credit Agreement. All capitalized terms used herein
and not otherwise defined shall have the respective meanings provided such terms
in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrowers, the Lenders, the Agents, the Joint
Lead Arrangers and the Managing Agents are parties to a Credit Agreement, dated
as of December 7, 1999 (as amended, modified or supplemented from time to time
to, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Credit Agreement and the Lenders wish to grant
certain waivers to the provisions of the Credit Agreement, in each case as
herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS AND WAIVERS TO CREDIT AGREEMENT.
1. Section 4.02(c) of the Credit Agreement is hereby amended by (i)
deleting the text "with respect to no more than $75,000,000 in the aggregate of
such Net Sale Proceeds (other than Net Sale Proceeds from the sale of any Public
Internet Investment) received by Holdings or its Subsidiaries in any fiscal year
of Holdings," appearing immediately after the text "PROVIDED that" appearing in
the first sentence of said Section and inserting the following text in lieu
thereof:
"with respect to Net Sale Proceeds (other than Net Sale Proceeds from the
sale of any Public Internet Investment) received by Holdings or its
Subsidiaries in any fiscal year of Holdings not to exceed (in the
aggregate) $20,000,000 (or, at any time on or after the Revised Financial
Covenants Compliance Date, $75,000,000),",
and (ii) deleting the second sentence appearing in said Section and inserting
the following new sentence in lieu thereof:
"Notwithstanding the foregoing provisions of this Section 4.02(c), (x) any
mandatory repayment or commitment reduction not required to be made
pursuant to the immediately preceding proviso prior to the Fifth Amendment
Effective Date as a result of the application of the second sentence
appearing in this Section 4.02(c) (as in effect immediately prior to the
Fifth Amendment Effective Date) shall be required to be made on the Fifth
Amendment Effective Date and (y) so long as no Default or Event of Default
shall have occurred and be continuing (and subject to the following
sentence), on and after the Revised Financial Covenants Compliance Date, no
mandatory repayments or commitment reductions shall be required pursuant to
the immediately preceding proviso appearing in this Section 4.02(c) until
the date on which the aggregate Net Sale Proceeds from all Asset Sales not
reinvested within the time periods specified by said proviso equals or
exceeds $5,000,000.".
2. Section 8.01(f) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing immediately prior to the text "(ix)" appearing
in clause (z) of said Section and inserting a comma in lieu thereof and (ii)
inserting the text "and (x)" immediately after the text "(ix)" appearing in
clause (z) of said Section.
3. Notwithstanding anything to the contrary contained in Sections
8.13, 9.02(vi) and 9.05(viii) of the Credit Agreement, at all times on and after
the Fifth Amendment Effective Date (as defined below) and prior to the Revised
Financial Covenants Compliance Date (as defined in the Credit Agreement after
giving effect to this Amendment), neither Xxxxxx nor any of its Subsidiaries
shall be permitted to consummate any Permitted Acquisition without the express
written consent of the Required Lenders.
4. Notwithstanding anything to the contrary contained in Section
9.02(vii) of the Credit Agreement, neither Xxxxxx nor any of its Subsidiaries
shall consummate any acquisition, merger, consolidation or combination pursuant
to (or in reliance on the provisions of) said Section 9.02(vii) at any time on
or after the Fifth Amendment Effective Date and prior to
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the Revised Financial Covenants Compliance Date.
5. Section 9.02(xiii) of the Credit Agreement is hereby amended by
inserting the text "at any time on and after the Revised Financial Covenants
Compliance Date" immediately after the text "PROVIDED that" appearing in said
Section.
6. Notwithstanding anything to the contrary contained in Section
9.03(xii) of the Credit Agreement, no cash Dividends may be made or paid by
Xxxxxx to Holdings pursuant to (or in reliance on the provisions of) said
Section 9.03(xii) at any time on or after the Fifth Amendment Effective Date and
prior to the Revised Financial Covenants Compliance Date.
7. Section 9.04(xv) of the Credit Agreement is hereby amended by
deleting the figure "$25,000,000" appearing in said Section and inserting the
text "$15,000,000 (or, at any time on or after the Revised Financial Covenants
Compliance Date, $25,000,000)" in lieu thereof.
8. Section 9.04(xviii) of the Credit Agreement is hereby amended by
deleting the figure "$50,000,000" appearing in said Section and inserting the
text "$7,000,000 (or, at any time on or after the Revised Financial Covenants
Compliance Date, $50,000,000)" in lieu thereof.
9. Notwithstanding anything to the contrary contained in Section
9.05(vii) of the Credit Agreement, neither Xxxxxx nor any of its Subsidiaries
shall make any Investment pursuant to (or in reliance on the provisions of) said
Section 9.05(vii) at any time on or after the Fifth Amendment Effective Date and
prior to the Revised Financial Covenants Compliance Date, except that Xxxxxx
Direct Marketing Services (Leicester) Limited, a U.K. Subsidiary of Xxxxxx, may
contribute to a joint venture to be formed by it and one or more third-parties
as a common equity capital contribution printing presses with a fair market
value (as determined in good faith by senior management of Holdings) not to
exceed $3,000,000 pursuant to (and in reliance on) said Section 9.05(vii).
10. Notwithstanding anything to the contrary contained in Section
9.05(xxii) of the Credit Agreement, neither Xxxxxx nor any of its Subsidiaries
shall make any cash equity contributions pursuant to (or in reliance on the
provisions of) said Section 9.05(xxii) at any time on or after the Fifth
Amendment Effective Date and prior to the Revised Financial Covenants Compliance
Date.
11. Section 9.07(a) of the Credit Agreement is hereby amended by (i)
inserting the text "December 31, 2001 $75,200,000" into the table appearing in
said Section directly below the text "December 31, 2000 $125,000,000" appearing
in said table and (ii) deleting the figure "$100,000,000" appearing in the table
in said Section opposite the text "Each fiscal year ended thereafter" and
inserting the text "$50,000,000 (or, at any time on or after the Revised
Financial Covenants Compliance Date, $100,000,000)" in lieu thereof.
12. Notwithstanding anything to the contrary contained in Sections
9.07(b), (c), (f) and (g) of the Credit Agreement, neither Xxxxxx nor any of its
Subsidiaries shall make any
3
Capital Expenditures pursuant to (or in reliance on the provisions of) any of
said Sections at any time on or after the Fifth Amendment Effective Date and
prior to the Revised Financial Covenants Compliance Date.
13. The Lenders hereby waive compliance by Holdings with Section 9.08
of the Credit Agreement for (and only for) the Test Period ending on the last
day of the fiscal quarter of Holdings ended September 30, 2001.
14. The Lenders hereby waive compliance by Holdings with Section 9.09
of the Credit Agreement at all times during (and only during) the period
commencing on September 30, 2001 and ending on the Fifth Amendment Effective
Date.
15. Section 9.08 of the Credit Agreement is hereby amended by (i)
deleting the ratio "1.65:1.00" appearing in the table in said Section opposite
the fiscal quarter ending December 31, 2001 and inserting the ratio "1.50:1.00"
in lieu thereof, (ii) deleting the ratio "1.80:1.00" appearing in the table in
said Section opposite the fiscal quarter ending March 31, 2002 and inserting the
ratio "1.50:1.00" in lieu thereof, (iii) deleting the ratio "1.80:1.00"
appearing in the table in said Section opposite the fiscal quarter ending June
30, 2002 and inserting the ratio "1.55:1.00" in lieu thereof, (iv) deleting the
ratio "1.80:1.00" appearing in the table in said Section opposite the fiscal
quarter ending September 30, 2002 and inserting the ratio "1.60:1.00" in lieu
thereof, and (v) deleting the ratio "1.80:1.00" appearing in the table in said
Section opposite the fiscal quarter ending December 31, 2002 and inserting the
ratio "1.60:1.00" in lieu thereof.
16. Section 9.09 of the Credit Agreement is hereby amended by (i)
deleting the ratio "6.00:1.00" appearing in the table in said Section opposite
the fiscal quarter ending December 31, 2001 and inserting the ratio "6.50:1.00"
in lieu thereof, (ii) deleting the ratio "5.25:1.00" appearing in the table in
said Section opposite the fiscal quarter ending March 31, 2002 and inserting the
ratio "6.50:1.00" in lieu thereof, (iii) deleting the ratio "5.25:1.00"
appearing in the table in said Section opposite the fiscal quarter ending June
30, 2002 and inserting the ratio "6.35:1.00" in lieu thereof, (iv) deleting the
ratio "5.25:1.00" appearing in the table in said Section opposite the fiscal
quarter ending September 30, 2002 and inserting the ratio "6.25:1.00" in lieu
thereof, and (v) deleting the ratio "5.25:1.00" appearing in the table in said
Section opposite the fiscal quarter ending December 31, 2002 and inserting the
ratio "6.15:1.00" in lieu thereof.
17. The definition of "Applicable Margin" appearing in Section 11.01
of the Credit Agreement is hereby amended by (i) deleting the first sentence
appearing in said definition in its entirety and inserting the following new
text in lieu thereof:
"Applicable Margin" shall mean (I) at all times on and after the Fifth
Amendment Effective Date and prior to the Revised Financial Covenants
Compliance Date, a percentage per annum equal to (i) in the case of Tranche
A Term Loans and Revolving Loans maintained as (x) Base Rate Loans, 2.50%
and (y) Euro Rate Loans, 3.50%, (ii) in the case of Swingline Loans
maintained as (x) Base Rate Loans, 2.50% and (y) Euro Rate Loans, 4.50%,
(iii) in the case of Tranche B Term Loans maintained as (x) Base Rate
4
Loans, 3.25% and (y) Eurodollar Loans, 4.25% and (iv) in the case of any
Commitment Commission, 0.500% and (II) at all times on and after the
Revised Financial Covenants Compliance Date (but subject to any
qualification for different rates pursuant to the immediately succeeding
sentence) a percentage per annum equal to (i) in the case of Tranche A Term
Loans and Revolving Loans maintained as (x) Base Rate Loans, 2.00% and (y)
Euro Rate Loans, 3.00%, (ii) in the case of Swingline Loans maintained as
(x) Base Rate Loans, 2.00% and (y) Euro Rate Loans, 4.00%, (iii) in the
case of Tranche B Term Loans maintained as (x) Base Rate Loans, 2.75% and
(y) Eurodollar Loans, 3.75% and (iv) in the case of any Commitment
Commission, 0.500%.",
(ii) inserting the text "on or after the Revised Financial Covenants Compliance
Date" immediately prior to the text "in accordance with the following sentence
indicating an entitlement" appearing in the second sentence in said definition,
(iii) inserting the text "as calculated for purposes of the preceding sentence
on and after the Revised Financial Covenants Compliance Date" immediately after
the text "Leverage Ratio" in the first place such text appears in the second
paragraph appearing in said definition, (iv) inserting the text "clause (II) of"
immediately prior to the text "the first sentence of this definition" in each
place such text appears in the second sentence of the second paragraph appearing
in said definition, (v) inserting the text "on and after the Revised Financial
Covenants Compliance Date" immediately prior to the text "during which there
shall exist any Default" appearing in the last sentence of said definition and
(vi) inserting the following paragraph at the end of said definition:
"It is understood and agreed that (i) the new "Applicable Margins"
included in clause (I) of the first sentence of this definition pursuant to
the Fifth Amendment shall be effective for all purposes of this Agreement
on and after the Fifth Amendment Effective Date and prior to the Revised
Financial Covenants Compliance Date and shall not be effective for periods
prior to the Fifth Amendment Effective Date and (ii) the definition of
Revised Financial Covenants Compliance Date appearing above in this
definition may be amended as provided in the definition thereof.".
18. The definition of "Available Basket Amount" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the following new
sentence at the end of said definition:
"Notwithstanding anything to the contrary contained above in this
definition, in the case of any determination of the Available Basket Amount
at any time on and after the Fifth Amendment Effective Date and prior to
the Revised Financial Covenants Compliance Date, the term "Available Basket
Amount" shall mean an amount equal to the remainder of (x) $3,000,000 MINUS
(y) fair market value (as determined in good faith by senior management of
Holdings) of all Investments made in reliance on the exception described in
Section 10 of the Fifth Amendment."
19. The definition of "Consolidated EBITDA" appearing in Section
11.01 of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing at the end of clause (viii) appearing in the first sentence of said
definition and inserting a comma in lieu
-5-
thereof, and (ii) inserting the following text immediately after clause (ix)
appearing in the first sentence of said definition:
"and (x) for any Test Period which includes any portion of the period from
April 1, 2001 to and including June 30, 2002, to the extent deducted in any
determination of Consolidated EBITDA (directly or through reductions to
Consolidated Net Income), severance costs, lease buy-out costs and certain
one-time restructuring costs not reported as such in accordance with GAAP
(such as retention bonuses and employee relocation costs) incurred (on an
accrual basis) by Holdings and its Subsidiaries on or after April 1, 2001
and on or prior to June 30, 2002, so long as (x) the aggregate amount of
all such costs so incurred and added to Consolidated EBITDA pursuant to
this clause (x) after the Fifth Amendment Effective Date does not exceed
$25,000,000 and (y) Holdings has at all times complied with the
requirements of clause (z) of Section 8.01(f), requiring Holdings to
certify as to the amount and type of such costs so incurred in any fiscal
quarter of Holdings included in such Test Period and added back to
Consolidated EBITDA for such Test Period".
20. Section 11.01 of the Credit Agreement is hereby further amended
by inserting the following new definitions in appropriate alphabetical order in
said Section:
"Fifth Amendment Effective Date" shall have the meaning provided in
the Fifth Amendment.
"Fifth Amendment" shall mean the Fifth Amendment and Waiver to this
Agreement, dated as of November 26, 2001.
"Revised Financial Covenants Compliance Date" shall mean the earlier
to occur of (i) the date of the first delivery by Holdings of a compliance
certificate pursuant to (and in accordance with the requirements of)
Section 8.01(f) in respect of any fiscal quarter or fiscal year of Holdings
ending on or after the fiscal year of Holdings ended December 31, 2002,
demonstrating, INTER ALIA, compliance with the financial covenants
contained in Sections 9.08 and 9.09 as at the end of the relevant fiscal
quarter or fiscal year, as the case may be, and (ii) the first date
occurring after December 31, 2002 on which the chief financial officer of
Holdings shall have delivered to the Lenders a compliance certificate to
the effect that, to the best of such officer's knowledge, Holdings is in
compliance with the financial covenants contained in Sections 9.08 and 9.09
as at the end of the relevant fiscal quarter or fiscal year, as the case
may be, then last ended, together with calculations (in reasonable detail)
required to establish such compliance, it being understood and agreed that
this definition (as used anywhere in this Agreement) may be amended by the
Required Lenders with the consent of each Credit Agreement Party.
6
II. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this Amendment, each
Credit Agreement Party hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Fifth Amendment
Effective Date, both immediately before and immediately after giving effect
to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement or the other Credit Documents are true and correct in all
material respects on the Fifth Amendment Effective Date both immediately
before and immediately after giving effect to this Amendment, with the same
effect as though such representations and warranties had been made on and
as of the Fifth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with Holdings and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Fifth
Amendment Effective Date") when (i) each Credit Agreement Party and the Lenders
constituting the Required Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Administrative Agent at its
Notice Office and (ii) the Lenders shall have received an amendment to the
Mezzanine Subordinated Debt Agreement executed by Holdings and the Requisite
Noteholders under, and as defined in, the Mezzanine Subordinated Debt Agreement,
which amendment shall modify the cash-pay interest provisions thereunder on
terms satisfactory to the Required Lenders and otherwise be in form and
substance satisfactory to the Required Lenders.
6. From and after the Fifth Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
7
7. The Borrowers hereby covenant and agree (on a joint and several
basis) that, so long as the Fifth Amendment Effective Date occurs, they shall
pay (in U.S. Dollars) to each Lender which executes and delivers to the
Administrative Agent (or its designee) a counterpart hereof by the later to
occur of (x) the close of business on the Fifth Amendment Effective Date or (y)
5:00 p.m. (New York City time) on November 28, 2001 (such later date, the
"Outside Date"), a non-refundable cash fee (the "Amendment Fee") in an amount
equal to 37.5 basis points (0.375%) of an amount equal to the sum of (i) the
aggregate principal amount of all Term Loans made by such Lender and outstanding
on the Fifth Amendment Effective Date PLUS (ii) the Revolving Loan Commitment of
such Lender as in effect on the Fifth Amendment Effective Date, which Amendment
Fee shall not be subject to counterclaim or set-off, or be otherwise affected
by, any claim or dispute relating to any other matter and shall be paid by the
Borrowers to the Administrative Agent for distribution to the Lenders not later
than the second Business Day following the Outside Date.
8. This Amendment supersedes the Waiver to Credit Agreement, dated
as of September 20, 2001, among the Borrowers, the Joint Lead Arrangers, the
Administrative Agent and various Lenders party thereto, to the extent any
provision hereof is inconsistent with any provision thereof.
8
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
XXXXXX HOLDINGS, INC. (f/k/a Big Flower
Holdings, Inc.), as a Guarantor
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXX, INC. (f/k/a Big Flower Press
Holdings, Inc.), as a Borrower and a
Guarantor
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXX LIMITED (f/k/a Big Flower Limited)
as a Borrower
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
FUSION PREMEDIA GROUP LIMITED (f/k/a
Troypeak Limited), as a Borrower
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
PISMO LIMITED, as a Borrower
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXX DIRECT RESPONSE LIMITED (f/k/a
Colorgraphic Direct Response Limited),
as a Borrower
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
THE ADMAGIC GROUP LIMITED, as a
Borrower
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXX DIRECT MARKETING SERVICES
(CROYDON) LIMITED (f/k/a Olwen Direct
Mail Limited)
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXX DIGITAL SERVICES LIMITED (f/k/a
Big Flower Digital Services Limited)
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
XX XXXXXX CHASE BANK (f/k/a The Chase
Manhattan Bank), Individually, and as
Administrative Agent
By /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
BANKERS TRUST COMPANY, Individually,
and as Syndication Agent
By /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx XxXxxxx
Title: Director
BANK OF AMERICA, N.A. Individually, and
as Documentation Agent
By /s/ X. Xxxx Tedasani, III
------------------------------------
Name: X. Xxxx Tedasani, III
Title: Managing Director
ADDISON CDO, LIMITED
By
-------------------------------------
Name:
Title:
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
as Subadviser
By
-------------------------------------
Name:
Title:
ARCHIMEDES FUNDING II, LTD.
By
-------------------------------------
Name:
Title:
ATHENA CDO, LIMITED
By: Pacific Investment Management
Company,
as its Investment Advisor
By
-------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc., as ortfolio Advisor
By
-------------------------------------
Name:
Title:
AVALON CAPITAL LTD. II
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By
-------------------------------------
Name:
Title:
FLEET NATIONAL BANK
By
-------------------------------------
Name:
Title:
BEFORD CDO, LIMITED
By
-------------------------------------
Name:
Title:
BLUE SQUARE FUNDING LTD., SERIES 3
By
-------------------------------------
Name:
Title:
BOEING CAPITAL CORPORATION
By
-------------------------------------
Name:
Title:
CAPTIVA III FINANCE LTD., as advised by
Pacific Investment Management Company
By
-------------------------------------
Name:
Title:
CAPTIVA IV FINANCE LTD., as advised by
Pacific Investment Management Company
By
-------------------------------------
Name:
Title:
CATALINA CDO LTD.
By: Pacific Investment Management Company,
as its Investment Advisor
By
-------------------------------------
Name:
Title:
THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By
-------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By
-------------------------------------
Name:
Title:
CYPRESTREE INVESTMENT FUND, LLC
By
-------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
By
-------------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By
-------------------------------------
Name:
Title:
ELF FUNDING TRUST I
By
-------------------------------------
Name:
Title:
EMERALD ORCHARD LIMITED
By
-------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK N.C.
By
-------------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management,
Inc. as Attorney in Fact
By
-------------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By
-------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORP.
By
-------------------------------------
Name:
Title:
GLENEAGLES TRADING LLC
By
-------------------------------------
Name:
Title:
HIGHLAND LEGACY LIMITED
By
-------------------------------------
Name:
Title:
JISSEKIKUN FUNDING, LTD.
By
-------------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By
-------------------------------------
Name:
Title:
KZH LANGDALE LLC
By
-------------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By
-------------------------------------
Name:
Title:
LONGHORN CDO (Cayman) LTD.
By
-------------------------------------
Name:
Title:
MAPLEWOODS (CAYMAN) LIMITED
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, AS
INVESTMENT MANAGER
By
-------------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By
-------------------------------------
Name:
Title:
MASSMUTUAL HIGH YIELD PARTNERS II,
LLC
By: HYP Management, Inc.
By
-------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By
-------------------------------------
Name:
Title:
MASTER SENIOR FLOATING RATE
TRUST, INC.
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By
-------------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By
-------------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By
-------------------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA
(CAYMAN)
By
-------------------------------------
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By
-------------------------------------
Name:
Title:
NATEXIS BANQUE POPULAIRES
By
-------------------------------------
Name:
Title:
NEMEAN CLO, LTD.
By
-------------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING
RATE FUND
By
-------------------------------------
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: OAK HILL SECURITIES GENPAR, L.P.,
ITS GENERAL PARTNER
By: OAK HILL SECURITIES MGP, INC.,
ITS GENERAL PARTNER
By
-------------------------------------
Name:
Title:
OAK HILL SECURITIES FUND II, L.P.
By: OAK HILL SECURITIES GENPAR II, L.P.,
ITS GENERAL PARTNER
By: OAK HILL SECURITIES MGP II, INC., ITS
GENERAL PARTNER
By
-------------------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management,
Inc. as Subadviser
By
-------------------------------------
Name:
Title:
ORIX USA CORPORATION
By
-------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By
-------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P. as
Collateral Manager
By
-------------------------------------
Name:
Title:
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------
Name:
Title:
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------
Name:
Title:
PROMETHEUS INVESTMENT FUNDING I
LTD
By
-------------------------------------
Name:
Title:
XXXXXX DIVERSIFIED INCOME TRUST
By
-------------------------------------
Name:
Title:
XXXXXX HIGH YIELD ADVANTAGE FUND
By
-------------------------------------
Name:
Title:
XXXXXX HIGH YIELD MANAGED TRUST
By
-------------------------------------
Name:
Title:
XXXXXX HIGH YIELD TRUST
By
-------------------------------------
Name:
Title:
XXXXXX HIGH YIELD TRUST II
By
-------------------------------------
Name:
Title:
XXXXXX MASTER INCOME TRUST
By
-------------------------------------
Name:
Title:
XXXXXX MASTERINTERMEDIATE INCOME TRUST
By
-------------------------------------
Name:
Title:
XXXXXX PREMIER INCOME TRUST
By
-------------------------------------
Name:
Title:
XXXXXX STRATEGIC INCOME FUND
By
-------------------------------------
Name:
Title:
XXXXXX VT DIVERSIFIED INCOME FUND
By
-------------------------------------
Name:
Title:
XXXXXX VARIABLE TRUST HIGH YIELD
FUND
By
-------------------------------------
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By
-------------------------------------
Name:
Title:
SEQUILS - PILGRIM I, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------
Name:
Title:
SIMSBURY CLO, LIMITED
By: MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, AS COLLATERAL MANAGER
By
-------------------------------------
Name:
Title:
SRV HIGHLANDS, INC.
By
-------------------------------------
Name:
Title:
TEXTRON FINANCIAL CORPORATION
By
-------------------------------------
Name:
Title:
TORONTO DOMINION (NEW YORK), INC
By
-------------------------------------
Name:
Title:
TRAVELERS SERIES FUND-XXXXXX DIV.
By
-------------------------------------
Name:
Title:
TRITON CDO IV LIMITED
By
-------------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By
-------------------------------------
Name:
Title:
XXX XXXXXX SENIOR FLOATING RATE FUND
By
-------------------------------------
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By
-------------------------------------
Name:
Title:
