EXHIBIT 10.5
AMENDED AND RESTATED
AMENDMENT NO. 4 TO AND WAIVER NO. 1 UNDER
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT AND WAIVER dated as of March 21, 2001 (this "WAIVER") under
the Amended and Restated Credit Agreement dated as of December 11, 1998 (as
heretofore amended or modified, the "CREDIT AGREEMENT") among POLAROID
CORPORATION (the "COMPANY"), the LENDERS party thereto (the "LENDERS"), FLEET
NATIONAL BANK (formerly known as BANKBOSTON, N.A.), as Co-Agent, and XXXXXX
GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (in such capacity,
the "ADMINISTRATIVE AGENT") and Collateral Agent.
W I T N E S S E T H :
WHEREAS, the Company previously advised the Lenders that it believes
that (i) as at the end of the first Fiscal Quarter of Fiscal Year 2001 the ratio
of its Consolidated EBITDA to Consolidated Interest Expense will not meet the
requirements of Section 5.07 of the Credit Agreement and (ii) during the first
and second Fiscal Quarters of Fiscal Year 2001 its Debt/EBITDA Ratio may not
have met and in the future will not meet the requirements of Section 5.08(a) of
the Credit Agreement, and it also advised the Lenders that it believes it may be
unable to be in compliance with such provisions at additional times after such
times;
WHEREAS, as a consequence of the foregoing the Company and the Lenders
entered into Amendment No. 4 and Waiver No. 1 under the Credit Agreement dated
as of February 16, 2001 (the "EXISTING WAIVER") pursuant to which the Lenders
granted certain interim waivers to the Company on terms and conditions set forth
therein;
WHEREAS, the Company has requested the Lenders to modify the terms of
the interim waivers under the Credit Agreement granted in the Existing Waiver;
WHEREAS, the Lenders party hereto are willing to modify such interim
waivers under the Credit Agreement, on the terms set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. AMENDMENT AND RESTATEMENT OF EXISTING WAIVER .
Contemporaneously with the Waiver Effective Date (as defined in Section 16), the
Existing Waiver shall be amended and restated to read in its entirety as set
forth in this Waiver.
SECTION 2. DEFINED TERMS; REFERENCES. (a) Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall, after this Waiver becomes
effective, refer to the Credit Agreement as modified hereby for the period this
Waiver remains in effect.
(b) As used herein, the following additional terms have the following
meanings:
"BORROWING CONDITION" means the Company may not give any Notice of
Borrowing for Loans in an amount in excess of its actual Working Capital Needs
for the seven-day period beginning with the related date of Borrowing,
determined consistent with the Company's historical cash management practices,
as certified in reasonable detail by the Company's Chief Financial Officer or
Treasurer in a certificate accompanying such Notice of Borrowing, PROVIDED that
if the amount so determined is less than $5,000,000, such Borrowing may be in
the amount of $5,000,000.
"CASH BALANCE" means, as at any time of determination, the sum of the
amount of all money, currency and Temporary Cash Investments arising out of its
domestic operations held or carried in any deposit, custody or other account
maintained by the Company or any Domestic Subsidiary.
"CASH SWEEP PERIOD" means as of any Domestic Business Day the seven
days beginning on (and including) such Domestic Business Day.
"INDENTURE" means the Indenture dated as of January 9, 1997 by and
between the Company and State Street Bank and Trust Company, as Trustee.
"MATERIAL FOREIGN SUBSIDIARY" means a Foreign Subsidiary that is not
an Immaterial Subsidiary.
"MORTGAGE CONDITION" is satisfied when the Company has secured its
Secured Obligations by a lien on and security interest in the Reservoir Site
Property and has delivered to the Collateral Agent an executed mortgage
(together with appropriate UCC forms for related fixture filings) and (a) has
filed such mortgage with the Middlesex County South Registry District of the
Land Court, and (b) has recorded such mortgage with the Middlesex County South
Registry of Deeds, has filed such UCC forms in the appropriate offices, all as
shall be required to grant, record, perfect and protect such Liens, all in form
and substance reasonably satisfactory to the Administrative Agent in its
commercially reasonable judgement, and has delivered to the Collateral Agent
evidence of such filings, which may be in the form of receipts from the filing
offices for such filings, file stamped copies of the mortgage and UCC forms
evidencing that such filings have been made or a letter to the Collateral Agent
from outside counsel to the Company confirming that such counsel has made such
filings.
"RESERVOIR SITE PROPERTY" means property owned by the Company located
at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx.
"SECURITY AGREEMENT CONDITION" is satisfied when the Company has
entered into, and caused the Subsidiary Guarantors to enter into, an amendment
of the Security Agreement (which may take the form of an amendment and
restatement, and in any event shall be in form and substance satisfactory to the
Administrative Agent in its commercially reasonable judgment), pursuant to which
the liens and security interests created thereby are extended to substantially
all of the personal property of the Company and the Subsidiary Guarantors
located in the United States, including equipment (but not including fixtures or
any other property that is part of a Principal Property (as defined in the
Indenture)), patents, trademarks and other intellectual property and all other
general intangibles, subject to such exceptions as shall be acceptable to the
Administrative Agent in its commercially reasonable judgment, PROVIDED that (A)
as to security interests in patents, trademarks and other intellectual property
(the foregoing collectively, "Intellectual Property"), the Security Agreement as
amended will provide that the Company and the Subsidiary Guarantors may license
Intellectual Property to third parties (but subject to provisions customary for
matters of this nature, including subjecting such licenses and all revenues and
other proceeds thereof to the lien of the Security Agreement), (B) shares of
Capital Stock of or Debt of Restricted Subsidiaries (as such terms are defined
in the Indenture) are not required to be pledged and (C) only shares of stock of
Material Foreign Subsidiaries owned by the Company or a Domestic Subsidiary need
be pledged and, in the case of voting stock, only 65% of the outstanding shares
need be pledged.
"WORKING CAPITAL NEEDS" means with respect to any seven-day period
applicable to determining whether the Borrowing Condition is met the Company's
actual cash funding needs for ordinary course of business expenditures (net of
other sources of funds available or expected to be available to it, including
previous Borrowings).
SECTION 3. CERTAIN WAIVERS. (a) The Lenders party hereto waive
(including for purposes of clause (c) of Section 3.03 of the Credit Agreement)
any Default occurring on account of the Company's failure to be in compliance
with Section 5.07 or Section 5.08(a) of the Credit Agreement as at any time
during the first and second Fiscal Quarters of Fiscal Year 2001.
(b) The foregoing waivers shall be effective solely for the period
(the "WAIVER PERIOD") beginning on February 16, 2001 and ending at 5:00 P.M.
(New York City time) on May 15, 2001 or such earlier time as is determined
pursuant to Section 8 of this Waiver (the "WAIVER EXPIRY TIME").
(c) The Company understands and accepts:
(i) the interim nature of the waiver provided hereby, and that
the Lenders have given no assurances that they will extend the waiver
provided hereby or provide other waivers under or amendments to the
Credit Agreement or any other Financing Document;
(ii) that except as expressly set forth herein, the waiver
contained herein shall not constitute a waiver or amendment of any term
or condition of the Credit Agreement or any other Financing Document
and all such terms and conditions shall remain in full force and effect
and are hereby ratified and confirmed in all respects, and that no
failure or delay by the Lenders or any one of them in exercising any
right, power or privilege under any Financing Document, or any other
action taken or not taken or statement made, during the period prior to
the date hereof or during the period this Waiver is in effect shall
operate as a waiver thereof or obligate any Lender to agree to an
extension of the waiver provided hereby or any other waiver under or
amendment to any Financing Document;
(iii) that the Lenders are under no obligation to extend, and in
their sole and absolute discretion may refuse to extend, this Waiver
beyond the Waiver Expiry Time; and
(iv) that if (A) the Company does fail to be in compliance with
Section 5.07 or 5.08(a) of the Credit Agreement as at any time and (B)
the Lenders do not extend the waiver provided hereby or take other
action in respect of any such failure, an Event of Default will
automatically exist immediately following the Waiver Expiry Time,
without the requirement of any further action by the Lenders or the
Administrative Agent.
SECTION 4. BORROWINGS; CASH SWEEP. The Company agrees that during the
period from the date hereof until 5:30 P.M. (New York City time) on May 15, 2001
it will not give any Notice of Borrowing, and the Lenders shall have no
obligation to fund any Borrowing of Loans, unless such Borrowing is in
accordance with the provisions of this Section 4 (and otherwise in compliance
with this Waiver and the Credit Agreement as modified hereby).
(a) Subject to clause (c) below, prior to the satisfaction of the
Mortgage Condition and the Security Agreement Condition, no Borrowing shall be
made that would cause the principal amount of outstanding Loans (after giving
effect to such Borrowing) to exceed $320,000,000.
(b) Subject to clause (c) below, on satisfaction of both the Mortgage
Condition and the Security Agreement Condition, Borrowings of Loans are
permitted to the extent of the unused Commitments under the Credit Agreement,
and the Company may borrow, repay and re-borrow within the limits contemplated
by this Section 4.
(c) No Borrowing may be made, even if otherwise permitted by this
Section 4, unless the Borrowing Condition is satisfied.
(d) If on any Domestic Business Day the Cash Balance as determined as
of the close of business on the immediately preceding Domestic Business Day
exceeds the sum of (i) the Company's actual cash funding needs for ordinary
course of business expenditures for the Cash Sweep Period (net of other sources
of funds available or expected to be available to it, including proceeds of
previous Borrowings), all as determined in the reasonable judgment of the
Company's Chief Financial Officer, consistently with its historical cash
management practices, and (ii) $10,000,000 (any such excess being an "EXCESS
CASH AMOUNT"), the Company shall on such Domestic Business Day prepay a
principal amount of Loans equal to such Excess Cash Amount; PROVIDED that (a) no
such prepayment need be made unless the Excess Cash Amount is at least
$1,000,000 and the amount actually required to be repaid on any Domestic
Business Day shall be rounded downwards (but not below $1,000,000) from the
Excess Cash Amount so determined to the next smallest multiple of $100,000 and
(b) the Company shall make any prepayment in the amount so determined
notwithstanding the minimum prepayment amount specified in Section 2.08(a) of
the Credit Agreement. The Company shall deliver notice to the Administrative
Agent not later than Noon (New York City time) on each date a repayment is
required to be made pursuant to this Section 4(d), specifying the amount of
Loans being repaid, and any repayment of Euro-Dollar Loans shall be subject to
Section 2.10 of the Credit Agreement. The Company agrees that in order to
minimize the number of
occasions on which Section 2.10 will be applicable, it will maintain as Base
Rate Loans a portion of the outstanding Loans determined in consultation with
the Administrative Agent. No reduction of the Commitments shall be required in
connection with any repayment of Loans pursuant to this Section 4(d).
(e) The dates and amounts of any prepayments of Loans required by
Section 4(d) of this Waiver having been imposed as conditions to this Waiver by
the Required Lenders, are not intended to be dates "fixed" for any such payment
for purposes of Section 9.05(a)(i) of the Credit Agreement and accordingly may
be amended or waived with the consent of the Required Lenders.
SECTION 5. MODIFICATIONS OF CERTAIN PROVISIONS OF THE CREDIT
AGREEMENT. The Company and the Lenders party hereto agree that so long as any
Lender has any Loans outstanding under the Credit Agreement or any interest
or fees accrued thereunder remains unpaid, the provisions of the Credit
Agreement are modified as follows:
(a) In Sections 2.01, 2.02(a)(iii), 2.03(a) and 2.08(a) of the Credit
Agreement, the reference to "$10,000,000" is changed to $5,000,000; and
(b) Clause (iii) of Section 2.17(b) shall no longer be applicable.
(c) Notwithstanding the provisions of Section 5.13 of the Credit
Agreement, after the date hereof, neither the Company nor any Subsidiary
Guarantor will make or acquire any Investment in any Foreign Subsidiary.
SECTION 6. ADDITIONAL COLLATERAL. (a) The Company agrees that on or
before the 5th Domestic Business Day after the Waiver Effective Date, it will
satisfy the Mortgage Condition. The Company further agrees that in connection
with the mortgage on Reservoir Site Property, the Company shall also be
obligated to deliver to the Administrative Agent such surveys, title commitments
(but not title insurance) and legal opinions and other documents as the
Administrative Agent may reasonably request relating to the creation and
perfection and due recordation of, and corporate or other authority for and
validity of, the mortgage, the name of the legal owner of the Reservoir Site
Property and the accuracy of the legal description thereof, and any other
matters relevant thereto, all in form and substance (and, in the case of legal
opinions from such counsel) reasonably satisfactory to the Administrative Agent.
(b) The Company agrees that on or before the Waiver Effective Date, it
will satisfy the Security Agreement Condition. The Company further agrees that
in connection with the Security Agreement, (i) the Company shall also be
obligated to deliver to the Administrative Agent such legal opinions and other
documents as
the Administrative Agent may reasonably request relating to the existence of the
relevant Lien grantor, the corporate or other authority for and validity of the
Collateral Documents applicable thereto, the creation and perfection (or due
recordation) of the Lien purportedly created thereby and the accuracy of the
legal description thereof, and any other matters relevant thereto, all in form
and substance (and, in the case of legal opinions from such counsel) reasonably
satisfactory to the Administrative Agent and (ii) if within the period of five
Domestic Business Days after a copy of the Security Agreement as so amended is
distributed to the Lenders the Required Lenders notify the Administrative Agent
that, in their commercially reasonable judgment, they object to any exception
allowed by the Administrative Agent as contemplated above, the Company shall
also be obligated to enter into, and cause the Subsidiary Guarantors to enter
into, a further amendment of the Security Agreement further extending the liens
and security interests created thereby to the property so excepted (failing
which the judgment of the Administrative Agent shall be conclusive as to the
Lenders).
(c) The Company agrees that in connection with its obligations under
Section 6(a) and 6(b) it shall pay or provide for the payment of all costs and
expenses in connection with the granting, perfecting, recording and maintenance
of any such Lien, including the preparation, execution, delivery, recordation or
filing of any documents that the Administrative Agent may reasonably request in
connection therewith.
(d) The Company also agrees that promptly, and in any event within one
week, after the Waiver Effective Date it will prepare and deliver to the
Administrative Agent a schedule of all real estate (land and plants, warehouses
or other buildings and improvements) owned or leased by it or any Subsidiary
Guarantor and located in the United States, and will identify (i) which of those
properties constitute Principal Properties (as defined in the Indenture) based
on the 2% of Consolidated Net Tangible Assets test in such definition and (ii)
which of those properties have been or could be designated as not Principal
Properties by the Company's Board of Directors as contemplated by clauses (a)
and (b) of such definition. The Company will promptly initiate and diligently
pursue the process of obtaining, at its own expense, for delivery to the
Administrative Agent (i) surveys of and title commitments for (but not title
insurance) and (ii) written appraisals by independent appraisers of recognized
standing acceptable to the Administrative Agent of the fair market value of each
property listed on such schedule.
(e) The Company acknowledges and agrees that the willingness of the
Required Lenders to grant the waivers granted hereby, and thus make available
Borrowings in excess of $320,000,000 that the Company would otherwise not be
entitled to request, is expressly in exchange for the granting of Liens on
additional property as provided in Section 6(a) and 6(b).
SECTION 7. LENDERS MEETING. The Company agrees that it will have a
meeting to which all of the Lenders are invited no later than April 30, 2001 on
a date and in a location to be mutually agreed with the Administrative Agent, at
which its senior management will make a detailed presentation of its recent
results of operations and current financial condition and the current status of
its business and affairs. At this meeting, it will also present in reasonable
detail its business plan, budget and financial projections for Fiscal Year 2001,
describing in reasonable detail the basis for such projections (including any
assumptions). A written report setting forth the details of such presentation
will be delivered to each Lender no later than five Domestic Business Days prior
to the date of such meeting.
The Company also agrees that:
(a) by no later than 5:00 P.M. (New York City time) on the second
Domestic Business Day of each week it will deliver to each Lender by facsimile a
"Domestic Receipts & Disbursements Forecast" in substantially the form and level
of detail as the comparably titled document distributed by the Company in
connection with the Lender conference call held on March 21, 2001, in each
instance updated through Friday of the most recently ended week and extended by
an additional week; and
(b) during the week of April 9, 2001, on a day and at a time to be
mutually agreed with the Administrative Agent, it will participate in a
conference call with all of the Lenders during which it will provide an update
on its liquidity and the status of the proposed refinancing described during the
March 21, 2001 Lender conference call.
SECTION 8. LAPSE OF WAIVER. The Company agrees that its failure to
comply with any provision of this Waiver shall cause the waivers granted hereby
to cease to be in effect (i) in the case of Section 5(c) and the failure to make
any prepayment required by Section 4(d), immediately and without the requirement
of any prior notice from or further action on the part of any Lender or the
Administrative Agent or (ii) in any other case not explicitly covered by another
provision of this Waiver, if such failure continues for more than five days
after notice from the Administrative Agent given at the direction of the
Required Lenders.
SECTION 9. FINANCING DOCUMENT. The Company agrees that this Waiver
shall be considered a "Financing Document" for all purposes of the Credit
Agreement, including without limitation clause (e) of Section 6.01.
SECTION 10. INTEREST; FEES. The Company agrees that (i) during the
Waiver Period and (ii) if immediately after the Waiver Period ends any Events of
Default have occurred and are continuing, during any period that any such Event
of Default continues to exist, the Commitment Fee Rate, Facility Fee Rate,
Euro-Dollar Margin and Base Rate Margin shall be as set forth in the table
below, regardless of the Company's Long-Term Debt Ratings.
Commitment Fee Rate 0.025%
Facility Fee Rate 0.725%
Euro-Dollar Margin 2.525%
Base Rate Margin 1.525%
SECTION 11. RELEASE OF BANK LIABILITY. The Company, for itself and on
behalf of its affiliated entities, successors, assigns and legal representatives
(the "COMPANY PARTIES"), jointly and severally releases, acquits and forever
discharges the Administrative Agent, the Collateral Agent, the Co-Agent and each
Lender (collectively, the "BANK PARTIES"), and their respective subsidiaries,
parents, affiliates, officers, directors, employees, agents, attorneys,
successors and assigns, both present and former (collectively, the "BANKS'
AFFILIATES") from any and all manner of actions, causes of action, suits, debts,
controversies, damages, judgments, executions, claims and demands whatsoever,
asserted or unasserted, in contract, tort, law or equity which the Company or
any other Company Party has or may have against any of the Bank Parties and/or
the Banks' Affiliates by reason of any action, failure to act, matter or thing
whatsoever arising from or based on facts occurring prior to the date hereof,
including but not limited to any claim or defense that relates to, in whole or
in part, directly or indirectly, (i) the making or administration of the Loans,
including without limitation, any such claims and defenses based on fraud,
mistake, duress, usury or misrepresentation, or any other claim based on
so-called "lender liability theories", (ii) any covenants, agreements, duties or
obligations set forth in the Financing Documents, (iii) any actions or omissions
of any of the Bank Parties and/or the Banks' Affiliates in connections with the
initiation or continuing exercise of any right or remedy contained in the
Financing Documents or at law or in equity, (iv) lost profits, (v) loss of
business opportunity, (vi) increased financing costs, (vii) increased legal or
other administrative fees, or (viii) damages to business reputation.
SECTION 12. REPRESENTATIONS OF THE COMPANY. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 4 of the Credit Agreement will be true on and as of the Waiver Effective
Date (as defined in Section 16) and (ii) no Default will have occurred and be
continuing on such date, except in any case as expressly contemplated to be
waived by this Waiver. Without limiting the generality of the foregoing, the
Company further represents and warrants that all information (other than
projections) heretofore furnished by the Company to the Administrative Agent or
any Lender for purposes of or in connection with this Waiver does not, and all
such information hereafter furnished by the Company to the Administrative Agent
or any Lender will not, contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were or will be made, not
misleading, and all projections included in any such information will be based
upon good faith estimates and assumptions believed by the Company's senior
management to be reasonable at the time delivered, and at the time delivered
represent senior management's reasonable best estimate of the future performance
of the operations of the Company and its Subsidiaries.
SECTION 13. CONSENT BY GUARANTORS. By its signature below, each
Guarantor (as defined in the Subsidiary Guaranty Agreement) hereby consents to
this Waiver, and acknowledges that this Waiver shall not alter, release,
discharge or otherwise affect any of its obligations under the Credit Agreement
or any Financing Document, and hereby ratifies and confirms all of the Financing
Documents to which it is a party.
SECTION 14. GOVERNING LAW. This Waiver shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 15. COUNTERPARTS. This Waiver may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 16. EFFECTIVENESS. This Waiver shall become effective as of the
date hereof on the date (the "WAIVER EFFECTIVE DATE") when the Administrative
Agent shall have received (i) from each of the Company, each Guarantor and the
Required Lenders a counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Administrative Agent) that
such party has signed a counterpart hereof and (ii) confirmation that the
Company has paid all statements of Xxxxx Xxxx & Xxxxxxxx, special counsel for
the Administrative Agent, that have been rendered to the Company at least one
Domestic Business Day prior to the Waiver Effective Date in respect of this
Waiver or other Credit Agreement matters, PROVIDED that the Waiver Effective
Date may not occur unless the Security Agreement Condition has been satisfied.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed as of the date first above written.
POLAROID CORPORATION
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
INNER CITY, INC.
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
POLAROID ASIA PACIFIC LIMITED
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
POLAROID LATIN AMERICA
CORPORATION
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
POLAROID DIGITAL SOLUTIONS, INC.
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
POLAROID EYEWEAR, INC.
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
POLAROID ID SYSTEMS, INC.
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
POLAROID MALAYSIA LIMITED
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
PRD CAPITAL INC.
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ XXXXXX X. XXXXXX
---------------------------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
ABN AMRO BANK N.V.
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------------
Name: XXXXXX X. XXXXXXXX
Title: GROUP SENIOR VICE PRESIDENT
By: /s/ XXXXXXX X. XXXXXXX, XX.
---------------------------------------
Name: XXXXXXX X. XXXXXXX, XX.
Title: GROUP VICE PRESIDENT
BANKBOSTON, N.A.
By:
--------------------------------------
Name:
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By:
--------------------------------------
Name:
Title:
FOOTHILL CAPITAL (L.A.)
By:
---------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES
By: /s/ XXXXX XXXXXX
--------------------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
By: /s/ XXXX XXXXX
---------------------------------------
Name: XXXX XXXXX
Title: MANAGING DIRECTOR
BANK ONE, NA
By:
---------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as investment advisor
By: /s/ XXXXX X. PAGE
--------------------------------------
Name: XXXXX X. PAGE
Title: VICE PRESIDENT
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH
By: /s/ XXX XXXXXXXXX
----------------------------------------
Name: XXX XXXXXXXXX
Title: VICE PRESIDENT
WACHOVIA BANK, N.A.
By: /s/ XXXX X. XXXXXX
----------------------------------------
Name: XXXX X. XXXXXX
Title: VICE PRESIDENT
FLEET NATIONAL BANK
By:
----------------------------------------
Name:
Title:
MELLON BANK, N.A.
By: /s/ XXXXXXXXX X. XXXXXXXXX
----------------------------------------
Name: XXXXXXXXX X. XXXXXXXXX
Title: VICE PRESIDENT
TEXTRON FINANCIAL CORPORATION
By: /s/ XXXXXXX X. XXXXXX
----------------------------------------
Name: XXXXXXX X. XXXXXX
Title: DIRECTOR
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXX X. XXXXXXX
----------------------------------------
Name: XXXX X. XXXXXXX
Title: VICE PRESIDENT
FOOTHILL INCOME TRUST, L.P.
By:
----------------------------------------
Name:
Title:
ERSTE BANK NEW YORK
By: /s/ XXXXXXX XXXXXXXXXXX
----------------------------------------
Name: XXXXXXX XXXXXXXXXXX
Title: DIRECTOR-ERSTE BANK
NEW YORK BRANCH
By: /s/ XXXX X. XXXXXXX
----------------------------------------
Name: XXXX X. XXXXXXX
Title: MANAGING DIRECTOR-ERSTE BANK
NEW YORK BRANCH
