EXHIBIT 10.6
AMENDED AND RESTATED GUARANTEE,
ACKNOWLEDGMENT AND PLEDGE AGREEMENT
AMENDED AND RESTATED GUARANTEE, ACKNOWLEDGMENT AND PLEDGE AGREEMENT,
dated as of April 30, 2002 (this "Agreement"), by and among (i) Vector Group
Ltd., a Delaware corporation ("Vector"), (ii) The Bank of New York, a New York
banking corporation, as successor in interest to United States Trust Company of
New York, as collateral agent (together with its successors and assigns, the
"Collateral Agent") on behalf of the holders (the "Holders") of the 10% Senior
Secured Notes Due March 31, 2006 of VGR Holding Inc., a Delaware corporation
(formerly known as BGLS Inc., hereinafter referred to as "VGR") issued pursuant
to that certain Note Purchase Agreement, dated as of May 14, 2001 (as amended,
supplemented or modified from time to time, the "Note Purchase Agreement")
between the Company and the Holders and (iii) the Majority Holders (as defined
in the Note Purchase Agreement). Capitalized terms, unless otherwise defined
herein, are used herein with the meanings ascribed to them in the Note Purchase
Agreement. This Agreement amends and restates the Acknowledgement and Pledge
Agreement, dated as of May 14, 2001, by and among Vector, the Collateral Agent
on behalf of the Holders (as defined therein) and the Purchasers (as defined
therein).
1. ACKNOWLEDGMENTS. Vector hereby acknowledges to the Holders
that it has read and understood the Note Purchase Agreement, and hereby agrees,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, that it shall comply with Sections 7.5, 8.5, 8.25, 9.1,
9.2, 9.3(b), 9.4 and 9.6 of the Note Purchase Agreement. Vector shall be liable
to the Holders for any breach of such Sections of the Note Purchase Agreement
to the extent of any benefit accruing directly to it as a result of such
breach.
2. PLEDGE OF COLLATERAL. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) and performance of the Secured Obligations (as defined in the BGLS
Pledge Agreement), Vector hereby pledges and grants to the Collateral Agent for
the benefit of the Holders and the Collateral Agent a security interest in all
of Vector's right, title and interest in that certain $100,000,000 Second
Amended and Restated Subordinated Secured Revolving Demand Promissory Note,
dated as of October 4, 2001 (as amended, supplemented or modified from time to
time), made by Vector Tobacco (USA) Ltd. and Vector Tobacco Ltd. in favor of
VGR and Vector (the "Secured Note" or the "Collateral").
3. [RESERVED].
4. REPRESENTATIONS AND WARRANTIES. Vector represents and
warrants that:
(a) Vector is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation;
(b) Vector has the corporate power and authority and the
legal right to execute and deliver, to perform its obligations under, and to
grant the security interest in the Collateral pursuant to, this Agreement and
has taken all necessary
corporate action to authorize its execution, delivery and performance of, and
grant of the security interest in the Collateral pursuant to, this Agreement;
(c) this Agreement constitutes a legal, valid and
binding obligation of Vector, enforceable in accordance with its terms, and
upon delivery to the Collateral Agent of the Secured Note, the security
interest created pursuant to this Agreement will constitute a valid, perfected
first priority security interest in the Collateral, enforceable in accordance
with its terms against all creditors of Vector and any Persons purporting to
purchase any Collateral from Vector, except in each case as enforceability may
be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing;
(d) the execution, delivery and performance by Vector of
this Agreement will not (i) contravene, result in any breach of, or constitute
a default under, or result in the creation of any Lien in respect of any
property of Vector under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, or any other
agreement or instrument to which Vector is bound or by which Vector or any of
its properties is bound or affected, (ii) conflict with or result in a breach
of any of the terms, conditions or provisions of any order, judgment, decree,
or ruling of any court, arbitrator or Governmental or Regulatory Authority
applicable to Vector or (iii) violate any provision of any statute or other
rule or regulation of any Governmental or Regulatory Authority applicable to
Vector;
(e) no consent, approval or authorization of, or
registration, filing (other than the filing of any financing statements
contemplated in any Note Document) or declaration with, any Governmental or
Regulatory Authority is required in connection with the execution, delivery or
performance by Vector of this Agreement;
(f) no litigation, investigation or proceeding of or
before any arbitrator or Governmental or Regulatory Authority is pending or, to
the knowledge of Vector, threatened by or against Vector against any of its
properties or revenues with respect to this Agreement or any of the
transactions contemplated hereby;
(g) after giving effect to the transactions contemplated
in the New Note Purchase Agreement and the Medallion Purchase Agreement, Vector
will be Solvent; and
(h) Vector is not an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.
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5. COVENANTS. Until the Secured Obligations have been repaid in
full, Vector shall do the following:
(a) give, execute, deliver, file and/or record any
financing statement, continuation statement, notice, instrument, document,
agreement or other papers that may be necessary or desirable or that the
Collateral Agent may reasonably request to create, preserve, perfect or
validate the security interest granted pursuant hereto or to enable the
Collateral Agent to exercise and enforce its rights hereunder with respect to
such pledge and security interest;
(b) upon the occurrence and during the continuance of
any Default, upon request of the Collateral Agent, promptly notify (and Vector
hereby authorizes the Collateral Agent so to notify) each maker of the Secured
Note that the Secured Note has been assigned to the Collateral Agent hereunder,
and that any payments due or to become due in respect of such Collateral are to
be made directly to the Securities Account;
(c) without the prior written consent of the Collateral
Agent, Vector shall not file or suffer to be on file, or authorize or permit to
be filed or to be on file, in any jurisdiction, any financing statement or like
instrument with respect to the Collateral in which the Collateral Agent is not
named as the sole secured party;
(d) promptly give to the Holders notice of all legal or
arbitral proceedings, and of all proceedings by or before any governmental or
regulatory authority or agency, affecting Vector, except proceedings that, if
adversely determined, would not (either individually or in the aggregate) have
a material adverse effect on the financial condition, operations, business or
prospects taken as a whole of Vector; and
(e) preserve and maintain its corporate existence and
all of its material rights, privileges and franchises; comply with the
requirements of all applicable laws, rules, regulations and orders of
governmental or regulatory authorities if failure to comply with such
requirements could (either individually or in the aggregate) materially and
adversely affect the financial condition, operations, business or prospects
taken as a whole of Vector; and pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or its income or profits or on any
of its property prior to the date on which penalties attach thereto, except for
any such tax, assessment, charge or levy the payment of which is being
contested in good faith and by proper proceedings and against which adequate
reserves are being maintained.
6. GUARANTEE.
(a) Vector hereby unconditionally and irrevocably
guarantees to the Holders and the Collateral Agent (collectively, the
"Guaranteed Parties") the prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of all Secured
Obligations from time to time owing to the Guaranteed Parties, in each case
strictly in accordance with the terms thereof. Vector hereby further agrees
that if VGR shall fail to pay in full when due (whether at stated
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maturity, by acceleration of otherwise) any of the Secured Obligations, Vector
will promptly pay the same, without any demand or notice whatsoever, and that
in the case of any extension of time of payment or renewal of any of the
Secured Obligations, the same will be promptly paid in full when due (whether
at extended maturity, by acceleration or otherwise) in accordance with the
terms of such extension or renewal.
(b) The obligations of Vector under Section 6(a) hereof
are absolute and unconditional irrespective of the value, genuineness,
validity, regularity or enforceability of the Note Documents or any other
agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Secured Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 6(b) that the obligations of Vector
hereunder shall be absolute and unconditional under any and all circumstances.
Vector hereby expressly waives diligence,
presentment, demand of payment, protest and all notices whatsoever, and any
requirement that any Guaranteed Party exhausts any right, power or remedy or
proceed against VGR under the Note Purchase Agreement or the Company Pledge
Agreement or any other agreement or instrument referred to herein or therein,
or against any other Person under any other guarantee of, or security for, any
of the Secured Obligations.
(c) The obligations of Vector under this Section 6(c)
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of VGR in respect of the Secured Obligations is
rescinded or must be otherwise restored by any holder of any of the Secured
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and Vector agrees that it will indemnify the
Holders on demand for all reasonable costs and expenses (including, without
limitation, reasonable fees of counsel) incurred by Holders in connection with
such rescission or restoration, including any such costs and expenses incurred
in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law.
(d) Vector hereby agrees that until the payment and
satisfaction in full of all Secured Obligations it shall not exercise any right
or remedy arising by reason of any performance by it of its guarantee in
Section 6(a) hereof, whether by subrogation or otherwise, against VGR or any
other guarantor of any of the Secured Obligations or any security for any of
the Secured Obligations.
(e) Vector agrees that, as between Vector and the
Holders, the obligations of VGR under the Note Purchase Agreement may be
declared to be forthwith due and payable as provided in Section 12 of the Note
Purchase Agreement (and shall be deemed to have become automatically due and
payable in the circumstances provided in said Section 12) for purposes of
Section 6(a) hereof notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically
due and payable by Vector for purposes of said Section 6(a)).
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(f) The guarantee in this Section 6 is a continuing
guarantee, and shall apply to all Secured Obligations whenever arising.
(g) Vector hereby acknowledges that the guarantee in
this Section 6 constitutes an instrument for the payment of money, and consents
and agrees that any Holder, at its sole option, in the event of a dispute by
Vector in the payment of any moneys due hereunder, shall have the right to
bring motion-action under New York CPLR Section 3213.
(h) At the request of any Holder, Vector shall execute
the following endorsement on any Note:
"Vector Group Ltd. hereby unconditionally and irrevocably
guarantees to the bidder of the foregoing Note the due and
punctual payment of all principal, interest and Prepayment
Premium, if any, on said Note as more fully provided in the
Vector Pledge Agreement."
7. PRESERVATION OF RIGHTS. The Collateral Agent shall not be
required to take steps necessary to preserve any rights against third parties to
any of the Collateral.
8. EVENTS OF DEFAULT, ETC. During the period during which an
Event of Default shall have occurred and be continuing:
(a) the Collateral Agent may make any reasonable
compromise or settlement deemed desirable with respect to any of the Collateral
and may extend the time of payment, arrange for payment in installments, or
otherwise modify the terms of, any of the Collateral;
(b) the Collateral Agent shall have all of the rights and
remedies with respect to the Collateral of a secured party under the Uniform
Commercial Code (whether or not the Uniform Commercial Code is in effect in the
jurisdiction where the rights and remedies are asserted) and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted, including, without limitation, the right, to the maximum extent
permitted by law, to exercise all voting, consensual and other powers of
ownership pertaining to the Collateral as if the Collateral Agent were the sole
and absolute owner thereof (and Vector agrees to take all such action as may be
appropriate to give effect to such right);
(c) the Collateral Agent in its discretion may, in its
name or in the name of Vector or otherwise, demand, xxx for, collect or receive
any money or property at any time payable or receivable on account of or in
exchange for any of the Collateral, but shall be under no obligation to do so;
and
(d) the Collateral Agent may, upon ten business days'
prior written notice to Vector of the time and place, with respect to the
Collateral or any part thereof that shall then be or shall thereafter come into
the possession, custody or control
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of the Collateral Agent or any of its agents, sell, lease, assign or otherwise
dispose of all or any part of such Collateral, at such place or places as the
Collateral Agent deems best, and for cash or for credit or for future delivery
(without thereby assuming any credit risk), at public or private sale, without
demand of performance or notice of intention to effect any such disposition or
of the time or place thereof (except such notice as is required above or by
applicable statute and cannot be waived), and the Collateral Agent or anyone
else may be the purchaser, lessee, assignee or recipient of any or all of the
Collateral so disposed of at any public sale (or, to the extent permitted by
law, at any private sale) and thereafter hold the same absolutely, free from any
claim or right of whatsoever kind, including any right or equity of redemption
(statutory or otherwise), of Vector, any such demand, notice and right or equity
being hereby expressly waived and released. The Collateral Agent may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
the sale, and such sale may be made at any time or place to which the sale may
be so adjourned.
9. WAIVER OF SURETYSHIP DEFENSES. Without limiting the generality
of Section 6 of this Agreement, it is agreed that the occurrence of any one or
more of the following shall not alter or impair the liability of Vector
hereunder which shall remain absolute and unconditional:
(a) the occurrence of any Event of Default under, or any
lack of validity, legality or enforceability of any provision of any Note
Document or any other agreement or document;
(b) the failure of any Guaranteed Party:
(i) to assert any claim or demand or to enforce
any right or remedy against any Document Party or any other Person under the
provisions of any Note Document, or otherwise, or
(ii) to exercise any right or remedy against any
other guarantor of or other Person pledging collateral securing any of the
Secured Obligations;
(c) at any time or from time to time, with or without
notice to Vector, any change in the time, manner or place of payment of, or in
any term of, all or any of the Secured Obligations, or any other extension,
compromise, indulgence, waiver or renewal of any Secured Obligation;
(d) any reduction, limitation, variation, impairment,
discontinuance or termination of any of the Secured Obligations for any reason
(other than by reason of any payment which is not required to be rescinded),
including any claim of waiver, release, discharge, surrender, alteration or
compromise, and shall not be subject to any defense or setoff, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise, unenforceability of, or any other
event or occurrence affecting, the Secured Obligations or otherwise (other than
by reason of any payment which is not required to be rescinded);
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(e) any amendment to, rescission, waiver or other
modification of, or any consent to any departure from, any of the terms of the
Secured Obligations or any guarantees or security;
(f) any addition, exchange, release, discharge,
realization or non-perfection of any collateral security in respect of the
Secured Obligations;
(g) any amendment to, rescission, waiver or other
modification of, or release or addition of, or consent to any departure from,
any other guarantee held by the Holders as security for any of the Secured
Obligations;
(h) the loss of or in respect of or the unenforceability
of any guarantee or other security which the Guaranteed Parties may now or
hereafter hold in respect of the Secured Obligations, whether occasioned by the
fault of the Guaranteed Parties or otherwise;
(i) any change in the name of the Company or in the
constitutive documents, capital structure, capacity or constitution of the
Company, the bankruptcy or insolvency of the Company, the sale of any or all of
the Company's business or assets or the Company being consolidated, merged or
amalgamated with any other Person;
(j) any failure on the part of the Company or any other
Person to perform or comply with any term of the Note Documents or any of the
Secured Obligations or any other agreement or document;
(k) any suit or other action brought by any beneficiaries
or creditors of, or by, the Company or any other Person for any reason
whatsoever, including without limitation any suit or action in any way attacking
or involving any issue, matter or thing in respect of any Note Document, any of
the Secured Obligations or any other agreement or document;
(l) any lack or limitation of status or of power,
incapacity or disability of the Company or any trustee or agent thereof; or
(m) any other circumstance (other than final and
indefeasible payment in full) which might otherwise constitute a defense
available to, or a legal or equitable discharge of, the Company, Brooke Holding,
NV Holdings or Xxxxxxx or any surety or any other guarantor of the foregoing.
10. NO WAIVER OF RIGHTS. No failure on the part of any Holder or
the Collateral Agent to exercise, and no course of dealing with respect to, and
no delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by any Holder or the
Collateral Agent of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.
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11. NOTICES. All notices and communications provided for hereunder
shall be in writing and sent (a) by telecopy if the sender on the same day sends
a confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:
(a) if to any Holder, to such Holder at the address
specified for such communications in Schedule A to the Note Purchase Agreement,
or at such other address as it shall have specified to Vector and the Collateral
Agent in writing,
(b) if to the Collateral Agent, to the Collateral Agent
at such address as is set forth on its signature page hereto or at such other
address as the Collateral Agent shall have specified to each Holder and to
Vector in writing, or
(c) if to Vector, to Vector at its address set forth on
its signature page thereto to the attention of the General Counsel, or at such
other address as Vector shall have specified to each Holder and to the
Collateral Agent.
Notices under this Section 10 will be deemed given when actually received if
sent by telecopy, upon the succeeding Business Day if sent by overnight courier
and three days after deposit in the U.S. mail if sent by registered or
certified mail.
12. AMENDMENTS, ETC. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by Vector, the
Majority Holders and the Collateral Agent. Any such amendment or waiver shall be
binding upon the Collateral Agent, each holder of any of the Secured Obligations
and Vector.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of Vector, the
Holders, the Collateral Agent and each holder of any of the Secured Obligations
(provided, however, that Vector shall not assign or transfer its rights
hereunder without the prior written consent of the Collateral Agent).
14. CAPTIONS. The captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or e-mail transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.
16. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the law
of the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
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17. AGENTS AND ATTORNEYS-IN-FACT. The Collateral Agent may employ
agents and attorneys-in-fact in connection herewith and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it in good faith.
18. SEVERABILITY. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Collateral Agent
in order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.
19. ENVIRONMENTAL INDEMNIFICATION OF COLLATERAL AGENT AND HOLDERS.
Vector hereby agrees to indemnify the Collateral Agent and the Holders from, and
hold the Collateral Agent and the Holders harmless against, any losses,
liabilities, claims, damages or expenses arising under any Environmental Law (as
defined in the BGLS Pledge Agreement) as a result of the past, present or future
operations of the Company or any of its Subsidiaries following the exercise by
the Collateral Agent of its rights and remedies under any Note Document.
20. INDEMNIFICATION OF NV HOLDINGS. Vector hereby agrees to
indemnify NV Holdings for, and hold it harmless against, any claim, demand,
expense (including but not limited to reasonable attorneys' fees), loss or
liability incurred by it arising solely out of or in connection with its being
an affiliate of Vector.
Vector hereby acknowledges that the indemnity contained in this
Section 19 for the benefit of NV Holdings and that NV Holdings is relying on
said indemnity as a basis for entering into the NV Holdings Pledge Agreement.
21. INTEGRATION. This Agreement and the other Note Documents
represent the agreement of Vector, the Collateral Agent and the Holders with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Collateral Agent or any
Holder relative to subject matter hereof and thereof not expressly set forth or
referred to herein or in the other Note Documents.
22. ACKNOWLEDGMENTS. Vector hereby acknowledges that:
(a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Note Documents to which
it is a party;
(b) neither the Collateral Agent nor any Holder has any
fiduciary relationship with or duty to Vector arising out of or in connection
with this Agreement or any of the other Note Documents, and the relationship
between Vector, on the one hand, and the Collateral Agent and Holders, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and
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(c) no joint venture is created hereby or by the other
Note Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Holders or among Vector and the Holders.
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IN WITNESS WHEREOF, Vector Group Ltd. has executed this Amended and
Restated Guarantee, Acknowledgment and Pledge Agreement, intending to be legally
bound, as of April , 2002.
VECTOR GROUP LTD.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
000 X.X. Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
Executive Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Authorized Signatory
Address for Notices:
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxxxx
TCW HIGH INCOME PARTNERS, LTD.
By: TCW Asset Management Company, its
Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
TCW HIGH INCOME PARTNERS II, LTD.
By: TCW Asset Management Company, its
Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
PIONEER HIGH YIELD CAYMAN UNIT TRUST
By: TCW Asset Management Company, its
Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
TCW SHARED OPPORTUNITY FUND III, L.P.
By: TCW Asset Management Company, its
Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW Asset Management Company, as its
Investment Advisor
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
AND
By: TCW Asset Management Company, as its
Managing Member of TCW (XXXX XX)
L.L.C., the General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd., as its
General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: TCW Investment Management Company, as
Investment Adviser
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (XXXX XX), L.P., as its General
Partner
By: TCW Advisers (Bermuda), Ltd., its
General Partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: TCW Investment Management Company,
as Investment Adviser
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
TCW LINC III CBO LTD.
By: TCW Investment Management Company,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
AIMCO CDO, SERIES 2000-A
By: Allstate Investment Management
Company, its Collateral Manager
By: TCW Asset Management Company, its
Investment Advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
POWRs 1997-2 (Participating Obligations
with Residuals 1997-2)
By: Citibank Global Asset Management,
its Investment Advisor
By: TCW Asset Management Company, its
Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
CAPTIVA II FINANCE LTD.
By: TCW Advisors, Inc., its
Financial Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
