EIGHTH AMENDMENT AND CONSENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)
This EIGHTH AMENDMENT AND CONSENT dated as of February 21, 2001
(this "Amendment"), to the Second Amended and Restated Credit Agreement, dated
as of June 6, 1997, as amended and restated through September 14, 1998, and as
amended by the First Amendment dated as of November 19, 1998, the Second
Amendment dated as of December 29, 1998, the Third Amendment dated as of
April 8, 1999, the Fourth Amendment dated as of April 15, 1999, the Fifth
Amendment dated as of May 10, 1999, the Sixth Amendment dated as of July 14,
1999, and the Seventh Amendment dated as of March 1, 2000 (the "Credit
Agreement"), among Key Energy Group, Inc. (now known as Key Energy Services,
Inc.), a Maryland corporation (the "Borrower"), the several Lenders from time
to time parties thereto, PNC Bank, National Association ("PNC"), as
Administrative Agent, Norwest Bank Texas, N.A., as Collateral Agent and PNC
Capital Markets, Inc., as Arranger.
RECITALS
A. Borrower has proposed to issue senior unsecured notes and to
use the proceeds to pay in full the remaining Tranche B Term Loans and a
portion of the Revolving Loans.
B. Concurrently with such issuance and repayment, Borrower shall
permanently and irrevocably reduce the amount of its Revolving Commitment to
$125,000,000.
C. Borrower has asked Lenders to amend the Credit Agreement to
accommodate such issuance, repayment, and reduction and to make other
requested modifications.
The parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, terms
which are defined in the Credit Agreement and used herein(and in the recitals
hereto) as defined terms are so used as so defined.
SECTION 2. AMENDMENT TO SECTION 1.1 [DEFINED TERMS]. Section 1.1
of the Credit Agreement is hereby amended
(a) to add the following definitions in the appropriate
alphabetical order:
"2001 SENIOR NOTE INDENTURE': the indenture pursuant to
which the Borrower has issued the 2001 Senior Notes."
"2001 SENIOR NOTES: the Senior Notes due 2008 to be issued
by the Borrower in an aggregate amount not to exceed
$200,000,000 and with an interest rate not to exceed 9%,
on substantially the terms set out on Exhibit K to this
Agreement with any substantive changes to such exhibit as
agreed to by the Administrative Agent."
(b) by deleting clauses (a) and (b) of the definition of
"Permitted Acquisitions" and replacing them with the following:
"(a) well service rigs or drilling rigs and other
well service equipment or drilling equipment, (b) well
service companies or contract drilling companies,".
Section 3. AMENDMENT TO SECTION 4.16 [PURPOSE OF LOANS;
LIMITATIONS ON USE]. Section 4.16(b) of the Credit Agreement is hereby
amended by deleting the last sentence and replacing it with the following
sentence:
In addition, Borrower may use the proceeds of the Revolving
Loans to make any payment, prepayment, redemption, repurchase
or defeasance of Indebtedness or Capital Stock permitted under
Section 7.7 or Section 7.10."
Section 4. AMENDMENT TO SECTION 4.22 [INDENTURES]. Section 4.22
of the Credit Agreement is hereby amended by adding the following
clause (c):
"(c) all Obligations of the Borrower and the other Loan Parties
under this Agreement, the Notes and the other Loan Documents do
not conflict with or violate the terms of the 2001 Senior Note
Indenture and any Loans made or hereafter made to the Borrower
will be indebtedness permitted to be incurred under the 2001
Senior Note Indenture and will constitute Permitted Debt (as
defined in Exhibit K to this Agreement) under the 2001 Senior
Note Indenture, and the Borrower will not be required to comply
with the Fixed Charge Coverage Ratio (as defined in Exhibit K to
this Agreement) in order to incur the Loans."
Section 5. AMENDMENT TO SECTION 7.2 [LIMITATION ON INDEBTEDNESS].
Section 7.2 of the Credit Agreement is hereby amended by
(a) deleting from clause (c)(iii) the reference to "$20,000,000"
and replacing it with "$25,000,000"; and
(b) deleting the word "and" after the semicolon in paragraph (m),
by deleting the "." at the end of paragraph (n) and replacing it with
";and", and by adding a new paragraph (o) as follows:
"(o) Indebtedness of Borrower and its Subsidiaries under the 2001
Senior Notes."; and
(c) deleting from paragraph (d) the reference to "$30,000,000"
and replacing it with "$40,000,000"; and
2
(d) deleting from paragraph (g) the reference to "$30,000,000"
and replacing it with "$40,000,000"; and
(e) deleting from paragraph (j) the reference to "$30,000,000"
and replacing it with "$40,000,000".
Section 6. AMENDMENT TO SECTION 7.4 [LIMITATION ON GUARANTEE
OBLIGATIONS]. Section 7.4 of the Credit Agreement is hereby amended by deleting
the word "and" after the semicolon at the end of paragraph (f), by deleting the
"." at the end of paragraph (g) and replacing it with "; and", and by adding a
new paragraph (h) as follows:
"(h) Guarantee Obligations of the Subsidiaries of the Borrower
with with respect to the 2001 Senior Notes."
Section 7. AMENDMENT TO SECTION 7.7 [LIMITATION ON RESTRICTED
PAYMENTS]. Section 7.7of the Credit Agreement is hereby amended by adding the
following new sentence to the end of the Section:
"Notwithstanding anything in this Section 7.7 to the contrary,
the Borrower or any of its Subsidiaries may make or cause to
be made any payment, prepayment, redemption, repurchase or
defeasance of Indebtedness, or take any other similar or
related actions, permitted under Section 7.10."
Section 8. AMENDMENT TO SECTION 7.8 [LIMITATION ON CAPITAL
EXPENDITURES]. Section 7.8 of the Credit Agreement is hereby amended to read
in its entirety as follows:
"7.8. LIMITATION ON CAPITAL EXPENDITURES. Make or
commit to make any Capital Expenditure except for (a)
expenditures in an amount up to $10,000,000 in the aggregate
using the Net Cash Proceeds of the Significant Disposition or
the Production Payment Transaction, (b) expenditures in the
ordinary course of business not exceeding, in the aggregate
for the Borrower and its Subsidiaries during any fiscal year
of the Borrower set forth below, an amount equal to the sum of
(i) the amount set forth below opposite such fiscal year plus
(ii) the amount of any Indebtedness incurred pursuant to
Section 7.2(d) during such fiscal year plus (iii) an
additional amount for any Person or business unit acquired in
a Permitted Acquisition since the Closing Date, such amount
being calculated as 10% of the net revenues, calculated in
accordance with GAAP, of such Person or business unit during
such fiscal year (or, if such Person or business unit was
acquired after the beginning of such fiscal year, such
revenues for the portion of such fiscal year during which such
Person or business unit was owned by the Borrower):
FISCAL YEAR AMOUNT
----------- ------
1999 $37,500,000
2000 $37,500,000
2001 $65,000,000
3
2002 $65,000,000
2003 $65,000,000
2004 $65,000,000
Any amount permitted by the foregoing provision to be expended
as Capital Expenditures in any fiscal year and not so expended
may be carried over for expenditure in the immediately
succeeding fiscal year, and any amounts so carried over to the
immediately succeeding fiscal year shall be deemed the first
amounts spent during such immediately succeeding fiscal year.
For purposes of this Section 7.8 only, the term "Capital
Expenditure" shall not include a capital expenditure paid with
Capital Stock (other than Disqualified Stock of the Borrower)."
Section 9. AMENDMENT TO SECTION 7.9 [LIMITATION ON INVESTMENTS].
Section 7.9(e) of the Credit Agreement is hereby amended by deleting the
reference to "$20,000,000" and replacing it with a reference to "$25,000,000".
Section 10. AMENDMENT TO SECTION 7.10 [LIMITATION ON OPTIONAL
PAYMENTS AND MODIFICATIONS OF DEBT INSTRUMENTS AND ORGANIZATIONAL DOCUMENTATION,
ETC.]. Section 7.10 of the Credit Agreement is hereby amended by:
(a) amending and restating in its entirety clause (b)(i) to
read as follows: "(i) the Put Facility (other than any such
amendment, modification or change to the terms of the Interim
Loans such that would satisfy in all respects the definition
of 'Senior Subordinated Notes' contained in Section 1.1), the
Senior Subordinated Notes, the 2001 Senior Notes or the
Acquisition Documents without the consent of the Required
Lenders or", and
(b) deleting the last sentence in the Section and replacing
it with the following:
"Notwithstanding anything to the contrary in this Section
7.10, the Borrower and any of its Subsidiaries may make or
cause to be made any payment, prepayment, redemption,
repurchase or defeasance of any Indebtedness at any time if,
after giving effect to such payment, prepayment, redemption,
repurchase or defeasance, (1) Consolidated Liquidity equals or
exceeds $25,000,000, (2) no Default or Event of Default has
occurred and is continuing, and (3) the Borrower is in
compliance with Section 7.1. In addition, the Borrower may
make or cause to be made any payment, prepayment, redemption,
repurchase or defeasance of the 2001 Senior Notes upon the
occurrence of a "Change of Control" under and as defined in
the 2001 Senior Note Indenture."
Section 11. AMENDMENT TO SECTION 7.14 [LIMITATION ON NEGATIVE
PLEDGE CLAUSES]. Section 7.14 of the Credit Agreement is hereby amended by
deleting the word "and" after "the
4
Xxxxxx Indenture" and inserting a ",", and deleting the "." at the end of the
Section and replacing it with ", and (f) the 2001 Senior Notes."
Section 12. CONSENT AND WAIVER. The Administrative Agent and
the Lenders hereby consent to the merger of Servicios, Transportes, and Kenting
Holdings (Argentina) S.A., an Argentine corporation, with and into Kenting
Drilling (Argentina) S.A., an Argentine corporation (the "Surviving Argentine
Corporation") and hereby waive the Borrower's failure to comply with the
provisions of the Credit Agreement (including, without limitation, Section
6.10(d)) in connection therewith through March 31, 2001.
Section 13. REDUCTION OF REVOLVING COMMITMENT. Pursuant to
Section 2.8 of the Credit Agreement, Borrower hereby exercises its right to
permanently and irrevocably reduce the amount of its Revolving Commitment to
$125,000,000 effective on the Effective Date (defined below). Administrative
Agent acknowledges that it has received timely notice of such reduction for
purposes of Section 2.8 of the Credit Agreement.
Section 14. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
This Amendment shall become effective on the date on which the following
conditions have occurred (the "Effective Date"): (a) the Administrative Agent
shall have received a copy of this Amendment duly executed and delivered by a
duly authorized officer of the Borrower, the Required Lenders and the
Administrative Agent, (b) the Administrative Agent shall have received the
Acknowledgment and Consent, attached hereto as EXHIBIT A [Acknowledgment and
Consent], executed and delivered by a duly authorized officer of each of the
signatories thereto, (c) Borrower shall have issued (or simultaneously with the
effectiveness of this Amendment shall issue) the 2001 Senior Notes (with such
issuance to be on terms which meet the requirements of the definition of "2001
Senior Notes" previously set out in this Amendment), (d) no Default or Event of
Default, other than those waived under this Amendment, shall exist and be
continuing after giving effect to the issuance of the 2001 Senior Notes, (e) the
proceeds thereof upon receipt by the Borrower shall be paid to the
Administrative Agent for application to the prepayment in full of all
outstanding Tranche B Terms Loans, together with all accrued interest thereon
and any other amounts due and in connection with such prepayment, and (f) the
Administrative Agent shall have received such other corporate documents and
resolutions as the Administrative Agent may reasonably request.
Section 15. MISCELLANEOUS.
(a) REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to the Administrative Agent and the Lenders that, by
its execution and delivery hereof to the Administrative Agent, as of the
Effective Date, after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing, and the representations and warranties
made by the Borrower and the other Loan Parties in or pursuant to the Credit
Agreement or any Loan Documents are true and correct in all material respects
on and as of the Effective Date as if made on such date (except to the extent
that any such representations and warranties expressly relate to an earlier
date, in which case such representations and warranties were true and correct
in all material respects on and as of such earlier date).
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(b) CONTINUING EFFECT OF THE CREDIT AGREEMENT. This
Amendment shall not constitute an amendment or waiver of or consent to any
provision of the Credit Agreement not expressly referred to herein and shall
not be construed as an amendment, waiver or consent to any action on the part
of the Borrower that would require an amendment, waiver or consent of the
Agents or the Lenders except as expressly stated herein. Except as expressly
consented to hereby, the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect.
(c) FEES AND EXPENSES. The Borrower agrees to pay or
reimburse the Administrative Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation
and execution of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent.
(d) COUNTERPARTS. This Amendment may be executed in any
number of counterparts (including by telecopy) by the parties hereto, each of
which counterparts when so executed shall be an original, but all
counterparts taken together shall constitute one and the same instrument.
(e) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
6
EXHIBIT A
ACKNOWLEDGMENT AND CONSENT
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned corporations, as a guarantor under
that certain Amended and Restated Master Guarantee and Collateral Agreement,
dated as of June 6, 1997, as amended and restated through September 14, 1998 (as
amended, supplemented or otherwise modified from time to time, the "GUARANTEE"),
made by each of such corporations in favor of the Collateral Agent, acknowledges
the foregoing amendment and confirms and agrees that the Guarantee is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects and the Guarantee and all of the Collateral (as defined in the
Guarantee) do, and shall continue to, secure the payment of all of the
Obligations (as defined in the Guarantee) pursuant to the terms of the
Guarantee. Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement referred to in the Amendment
to which this Acknowledgment and Consent is attached.
YALE E. KEY, INC.
KEY ENERGY DRILLING, INC.
WELLTECH EASTERN, INC.
ODESSA EXPLORATION INCORPORATED
KALKASKA OILFIELD SERVICES, INC.
WELL-CO OIL SERVICE, INC.
XXXXXXX WELL SERVICE, INC.
XXXXXX WELL SERVICE, INC.
RAM OIL WELL SERVICE, INC.
XXXXXXX TRUCKING CO., INC.
LANDMARK FISHING & RENTAL, INC.
XXXXXX WELL SERVICE, INC.
FRONTIER WELL SERVICE, INC.
KEY ROCKY MOUNTAIN, INC.
KEY FOUR CORNERS, INC.
XXXXX SERVICE CO.
XXXXX WELL SERVICE, INC.
XXXXX TRANSPORTATION, INC.
INDUSTRIAL OILFIELD SUPPLY, INC.
XXXXXX WELL SERVICING, INC.
XXXXXX BROTHERS, INC.
X.X. XXXXXX WELL SERVICE COMPANY
KEY ENERGY SERVICES-SOUTH TEXAS, INC.
XXXXXX OILFIELD SERVICE & SUPPLY, INC.
WELLTECH MID-CONTINENT, INC.
XXXXXX PRODUCTION MANAGEMENT, INC.
XXXXXX PRODUCTION ACQUISITION CORP.
XXXXXX PRODUCTION XXXXXX, INC.
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KEY ENERGY SERVICES-CALIFORNIA, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
----------------------------------
Xxxx X. Xxxxxx, Xx.
Title: Vice President
-------------------------------
XXXXXX PRODUCTION PARTNERS, L.P.
By: XXXXXX PRODUCTION MANAGEMENT, INC.,
its sole general partner
By: /s/ Xxxx X. Xxxxxx, Xx.
----------------------------------
Xxxx X. Xxxxxx, Xx.
Title: Vice President
-------------------------------
8
[SIGNATURE PAGE 1 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
KEY ENERGY SERVICES, INC. (formerly known
as Key Energy Group, Inc.)
By: /s/ Xxxx X. Xxxxxx, Xx.
----------------------------------
Xxxx X. Xxxxxx, Xx.
Title: Sr. Vice President and
General Counsel
-------------------------------
PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent and as a Lender
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
-------------------------------
9
[SIGNATURE PAGE 2 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BANK POLSKA KASA OPIEKI S.A.,
PEKAO S.A. GROUP, NEW YORK BRANCH
By:
----------------------------------
Title:
-------------------------------
10
[SIGNATURE PAGE 3 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BANK LEUMI, USA
By:
----------------------------------
Title:
-------------------------------
11
[SIGNATURE PAGE 4 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BOEING CAPITAL CORPORATION
By:
----------------------------------
Title:
-------------------------------
12
[SIGNATURE PAGE 5 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
SRV-HIGHLAND, INC.
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Xxxxx X. Xxxxxx
Title: Vice President
-------------------------------
GLENEAGLES TRADING LLC
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Xxxxx X. Xxxxxx
Title: Vice President
-------------------------------
13
[SIGNATURE PAGE 6 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
KZH CRESCENT LLC
By: /s/ XXXXX XXX
-----------------------------------
Xxxxx Xxx
Title: Authorized Agent
-------------------------------
KZH CRESCENT-2 LLC
By: /s/ XXXXX XXX
-----------------------------------
Xxxxx Xxx
Title: Authorized Agent
-------------------------------
KZH CRESCENT-3 LLC
By: /s/ XXXXX XXX
-----------------------------------
Xxxxx Xxx
Title: Authorized Agent
-------------------------------
KZH HIGHLAND-2 LLC
By: /s/ XXXXX XXX
-----------------------------------
Xxxxx Xxx
Title: Authorized Agent
-------------------------------
KZH PAMCO LLC
By: /s/ XXXXX XXX
-----------------------------------
Xxxxx Xxx
Title: Authorized Agent
-------------------------------
KZH SHOSHONE LLC
By: /s/ XXXXX XXX
-----------------------------------
Xxxxx Xxx
Title: Authorized Agent
-------------------------------
14
[SIGNATURE PAGE 7 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
BEAR XXXXXXX INVESTMENT PRODUCT INC.
By:
-----------------------------------
Title:
-------------------------------
15
[SIGNATURE PAGE 8 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
SEQUILS IV, LTD
By: TCW Advisors, Inc. as Collateral Manager
By:
----------------------------------------
Title:
-------------------------------------
16
[SIGNATURE PAGE 9 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
APEX (IDM) CDO I, LTD
By:
-----------------------------------
Title:
-------------------------------
17
[SIGNATURE PAGE 10 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
United Of Omaha Life Insurance Company
By: TCW Asset Management Company,
its Investment Advisor
By:
-----------------------------------
Title:
-------------------------------
By:
-----------------------------------
Title:
-------------------------------
MUZINICH CASHFLOW CBO, LTD
By:
-----------------------------------
Title:
-------------------------------
XXXXXXXXXXX SENIOR FLOATING RATE TRUST
By:
-----------------------------------
Title:
-------------------------------
MAGNETITE ASSET INVESTORS LLC
By:
-----------------------------------
Title:
-------------------------------
18
[SIGNATURE PAGE 11 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
SEQUILS 1. LTD
By: TCW Advisors, Inc., as its Collateral
Manager
By:
-----------------------------------
Title:
-------------------------------
By:
-----------------------------------
Title:
-------------------------------
19
[SIGNATURE PAGE 12 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
ELC (CAYMAN) LTD. CDO SERIES 1999-1
By:
-----------------------------------
Title:
-------------------------------
DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By:
-----------------------------------
Title:
-------------------------------
CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment Management
Company
By:
-----------------------------------
Title:
-------------------------------
CAPTIVA IV FINANCE LTD.,
as advised by Pacific Investment Management
Company
By:
-----------------------------------
Title:
-------------------------------
ROYALTON COMPANY,
as advised by Pacific Investment Management
Company
By:
-----------------------------------
Title:
-------------------------------
20
[SIGNATURE PAGE 13 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
By:
-----------------------------------
Title:
-------------------------------
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By:
-----------------------------------
Title:
-------------------------------
FRANKLIN CLO I, LIMITED
By:
-----------------------------------
Title:
-------------------------------
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
By:
-----------------------------------
Title:
-------------------------------
21
[SIGNATURE PAGE 14 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ XXXX XXXXXXX
-----------------------------------
Xxxx Xxxxxxx
Title: Senior Portfolio Manager
-------------------------------
ML CBO IV (Cayman)
By: Highland Capital Management, L.P.
as Collateral Agent
By: /s/ XXXX XXXXXXX
-----------------------------------
Xxxx Xxxxxxx
Title: Senior Portfolio Manager
-------------------------------
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ XXXX XXXXXXX
-----------------------------------
Xxxx Xxxxxxx
Title: Senior Portfolio Manager
-------------------------------
22
Highland Legacy Limited
By: Highland Capital Management, L.P.
as Collateral Manager
Name: /s/ XXXX XXXXXXX
------------------------------------
By: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
22-A
ELF Funding Trust
By: Highland Capital Management L.P.
as Collateral Manager
Name: /s/ XXXX XXXXXXX
------------------------------------
By: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
22-B
[SIGNATURE PAGE 15 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:
-------------------------------------
Title:
---------------------------------
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:
-------------------------------------
Title:
---------------------------------
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:
-------------------------------------
Title:
---------------------------------
PILGRIM CLO 1999-I, LTD.
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:
-------------------------------------
Title:
---------------------------------
CAPTIVA II FINANCE LTD.
By:
-------------------------------------
Title:
---------------------------------
23
[SIGNATURE PAGE 16 OF 16 TO EIGHTH AMENDMENT
(TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT)]
SEQUILS PILGRIM I
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:
-------------------------------------
Title:
---------------------------------
MASTER SENIOR FLOATING RATE TRUST
By:
-------------------------------------
Title:
---------------------------------
XXXXXXX XXXXX DEBT STRATEGIES FUND II,
INC.
By:
-------------------------------------
Title:
---------------------------------
24
