EXHIBIT 10.18
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of September 21, 2005
(the "Third Amendment"), is by and among DEI SALES, INC., a Florida corporation
(f/k/a Directed Electronics, Inc., a California corporation) (the "Borrower"),
those Affiliates of the Borrower identified as "Guarantors" on the signature
pages hereto (the "Guarantors"), the financial institutions party hereto
(collectively, the "Lenders"; and individually, a "Lender"), and WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, as administrative agent
for the Lenders (in such capacity, the "Administrative Agent").
WITNESSETH
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative
Agent are parties to that certain Credit Agreement dated as of June 17, 2004 (as
previously amended and modified and as amended, modified, supplemented or
restated from time to time, the "Credit Agreement"; capitalized terms used
herein shall have the meanings ascribed thereto in the Credit Agreement unless
otherwise defined herein);
WHEREAS, the Borrower has requested an increase of the Revolving Committed
Amount in an aggregate principal amount not to exceed $50,000,000 (the "Revolver
Increase");
WHEREAS, the Borrower has requested an increase of the Term Loan Committed
Amount in an aggregate principal amount not to exceed $15,000,000 (the "Term
Loan Increase");
WHEREAS, the Borrower has requested that the Requisite Lenders waive the
mandatory prepayment required under Section 2.8(b)(iv) of the Credit Agreement
(the "Prepayment") in connection with the Term Loan Increase;
WHEREAS, the Borrower has requested that the Requisite Lenders permit the
Term Loan Increase and agree to certain modifications to the terms of the Credit
Agreement in connection therewith; and
WHEREAS, the Requisite Lenders have agreed to waive the Prepayment required
by the Term Loan Increase and amend the Credit Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1
WAIVER AND CONSENT
1.1 The Requisite Lenders hereby waive the Prepayment in respect of the
proceeds of the Term Loan Increase.
1.2 The Requisite Lenders hereby waive the Default or Event of Default, if
any, with respect to the delivery of the financial statements for the fiscal
quarter ending June 30, 2005 as required by Section 6.1(i) of the Credit
Agreement.
1.3 Except for the specific waivers set forth herein, nothing contained
herein shall be deemed to constitute a waiver of (i) any rights or remedies the
Administrative Agent or any Lender may have under the Credit Agreement or any
other Loan Document or under applicable law or (ii) the Loan Parties' obligation
to comply fully with any duty, term, condition, obligation or covenant contained
in the Credit Agreement and the other Loan Documents not specifically waived.
The specific waivers set forth herein are one-time waivers and shall be
effective only in this specific instance and shall not obligate the Lenders to
waive any Default or Event of Default, now existing or hereafter arising.
SECTION 2
AMENDMENTS
2.1 AMENDMENTS TO SECTION 1.1.
(a) The following definitions are hereby added to the Credit Agreement to
read as follows:
"Second Add-On Term Loan" shall have the meaning set forth in Section
2.2(a).
"Second Add-On Term Loan Commitment Percentage" shall mean, for any
Second Add-On Term Loan Lender, the percentage identified as its Second
Add-On Term Loan Commitment Percentage in a letter or other correspondence
from the Administrative Agent to such Second Add-On Term Loan Lender.
"Second Add-On Term Loan Committed Amount" shall have the meaning set
forth in Section 2.2(a).
"Second Add-On Term Loan Lender" shall mean a Lender that makes a
Second Add-On Term Loan, together with its successors and permitted assigns
pursuant to Section 10.1.
"Third Amendment Effective Date" shall mean September 21, 2005.
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(b) The definition of "Lender" in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"Lender" and "Lenders" means the persons identified as "Lenders" and
listed on the signature pages of this Agreement, the Revolving Lenders, the
Add-On Term Loan Lenders, the Second Add-On Term Loan Lenders and any
Person that becomes a Lender hereunder pursuant to Section 10.1(c),
together with their successors and permitted assigns pursuant to Section
10.1, and the term "Lenders" shall include Swingline Lender unless the
context otherwise requires.
2.2 AMENDMENT TO SECTION 2.1.
Section 2.1(a) of the Credit Agreement is amended and restated in its
entirety to read as follows:
(a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Revolving Lender severally agrees to make
revolving credit loans ("Revolving Loans") to Borrower from time to time
for the purposes hereinafter set forth; provided, however, that (i) with
regard to each Revolving Lender individually, the sum of such Revolving
Lender's share of outstanding Revolving Loans plus such Revolving Lender's
Revolving Commitment Percentage of outstanding Swingline Loans plus such
Revolving Lender's Revolving Commitment Percentage of outstanding LOC
Obligations shall not exceed such Revolving Lender's Revolving Commitment
and (ii) with regard to the Revolving Lenders collectively, the sum of the
aggregate amount of outstanding Revolving Loans plus outstanding Swingline
Loans plus outstanding LOC Obligations shall not exceed the Revolving
Committed Amount then in effect. For purposes hereof, the aggregate maximum
amount available hereunder shall be FIFTY MILLION DOLLARS ($50,000,000) (as
such aggregate maximum amount may be reduced from time to time as provided
in Section 2.7, the "Revolving Committed Amount"). Revolving Loans may
consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination
thereof, as Borrower may request, and may be repaid and reborrowed in
accordance with the provisions hereof. LIBOR Rate Loans shall be made by
each Revolving Lender at its LIBOR Lending Office and Alternate Base Rate
Loans at its Domestic Lending Office.
2.3 AMENDMENT TO SECTION 2.2.
Sections 2.2(a) and 2.2(b) of the Credit Agreement are amended and restated
in their entireties to read as follows:
(a) Term Loan. Subject to the terms and conditions hereof and in
reliance upon the representations and warranties set forth herein, each
Term Loan Lender severally agrees to make available to Borrower on the
Closing Date such Term Loan Lender's Term Loan Commitment Percentage of a
term loan in Dollars (the "Initial Term Loan") in the aggregate principal
amount of ONE HUNDRED ELEVEN MILLION DOLLARS ($111,000,000) (the "Initial
Term Loan Committed Amount") for
3
the purposes hereinafter set forth. Subject to the terms and conditions
hereof and in reliance upon the representations and warranties set forth
herein, each Add-On Term Loan Lender severally agrees to make available to
Borrower on the First Amendment Effective Date such Add-On Term Loan
Lender's Add-On Term Loan Commitment Percentage of a term loan in Dollars
(the "Add-On Term Loan") in the aggregate principal amount of FORTY-FIVE
MILLION DOLLARS ($45,000,000) (the "Add-On Term Loan Committed Amount") for
the purposes hereinafter set forth. Subject to the terms and conditions
hereof and in reliance upon the representations and warranties set forth
herein, each Second Add-On Term Loan Lender severally agrees to make
available to Borrower on the Third Amendment Effective Date such Second
Add-On Term Loan Lender's Second Add-On Term Loan Commitment Percentage of
a term loan in Dollars (the "Second Add-On Term Loan", together with the
Initial Term Loan and the Add-On Term Loan, the "Term Loan") in the
aggregate principal amount of FIFTEEN MILLION DOLLARS ($15,000,000) (the
"Second Add-On Term Loan Committed Amount", together with the Initial Term
Loan Committed Amount and the Add-On Term Loan Committed Amount, the "Term
Loan Committed Amount") for the purposes hereinafter set forth. The Term
Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a
combination thereof, as Borrower may request; provided that on the Third
Amendment Effective Date and on the two Business Days following the Third
Amendment Effective Date, the Second Add-On Term Loan shall bear interest
at the Alternate Base Rate. LIBOR Rate Loans shall be made by each Term
Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at
its Domestic Lending Office. Amounts repaid or prepaid on the Term Loan may
not be reborrowed.
(b) Repayment of Term Loan. The principal amount of the Term Loan
shall be repaid in eighteen (18) consecutive quarterly installments (as
reduced pursuant to Section 2.8) as follows:
PRINCIPAL AMORTIZATION TERM LOAN
PAYMENT DATE PRINCIPAL AMORTIZATION PAYMENT
----------------------- --------------------------------------
March 31, 2006 $ 424,797
June 30, 2006 $ 424,797
September 30, 2006 $ 424,797
December 31, 2006 $ 424,797
March 31, 2007 $ 424,797
June 30, 2007 $ 424,797
September 30, 2007 $ 424,797
December 31, 2007 $ 424,797
March 31, 2008 $ 424,797
June 30, 2008 $ 424,797
4
PRINCIPAL AMORTIZATION TERM LOAN
PAYMENT DATE PRINCIPAL AMORTIZATION PAYMENT
----------------------- --------------------------------------
September 30, 2008 $ 424,797
December 31, 2008 $ 424,797
March 31, 2009 $ 424,797
June 30, 2009 $ 424,797
September 30, 2009 $40,215,710
December 31, 2009 $40,215,710
March 31, 2010 $40,215,710
Term Loan Maturity Date $40,015,712 or the remaining principal
amount of the Term Loan
2.4 AMENDMENT TO SECTION 2.5. Section 2.5 of the Credit Agreement is
amended and restated in its entirety to read as follows:
2.5 [RESERVED].
2.5 AMENDMENT TO SECTION 7.6. Sections 7.6(A) and (B) of the Credit
Agreement are hereby amended and restated in their entireties to read as
follows:
A. Maximum Consolidated Total Leverage Ratio. Borrower shall not
permit the Consolidated Total Leverage Ratio as of the last day of any
Fiscal Quarter ending during any of the periods set forth below to exceed
the correlative ratio indicated:
MAXIMUM CONSOLIDATED
PERIOD TOTAL LEVERAGE RATIO
------ --------------------
July 1, 2005 to December 31, 2005 5.50 to 1.0
January 1, 2006 to June 30, 2006 5.00 to 1.0
July 1, 2006 to December 31, 2006 4.75 to 1.0
January 1, 2007 to December 31, 2007 4.50 to 1.0
January 1, 2008 to December 31, 2008 4.00 to 1.0
January 1, 2009 to December 31, 2009 3.50 to 1.0
July 1, 2010 and thereafter 3.00 to 1.0
B. Maximum Consolidated Senior Leverage Ratio. Borrower shall not
permit the Consolidated Senior Leverage Ratio as of the last day of any
Fiscal Quarter ending during any of the periods set forth below to exceed
the correlative ratio indicated:
5
MAXIMUM CONSOLIDATED
PERIOD SENIOR LEVERAGE RATIO
------ ---------------------
July 1, 2005 to December 31, 2005 4.00 to 1.0
January 1, 2006 to June 30, 2006 3.75 to 1.0
July 1, 2006 to December 31, 2006 3.50 to 1.0
January 1, 2007 to December 31, 2007 3.25 to 1.0
January 1, 2008 to December 31, 2008 2.75 to 1.0
January 1, 2009 and thereafter 2.50 to 1.0
2.6 AMENDMENT TO SCHEDULES. Schedule 2.1(a) of the Credit Agreement is
hereby amended and replaced with Schedule 2.1(a) attached hereto as Exhibit A.
SECTION 3
LENDER JOINDER
From and after the Third Amendment Effective Date, by execution of this
Third Amendment, each Person identified on the signature pages hereto as a new
lender (a "New Lender") hereby acknowledges, agrees and confirms that, by its
execution of this Third Amendment, such Person will be deemed to be a party to
the Credit Agreement as amended hereby and a "Lender" for all purposes of the
Credit Agreement as amended hereby, and shall have all of the obligations of a
Lender thereunder as if it had executed the Credit Agreement as amended hereby.
Such Person hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions applicable to the Lenders contained
in the Credit Agreement as amended hereby.
SECTION 4
CLOSING CONDITIONS
4.1 CONDITIONS PRECEDENT. This Third Amendment shall become effective as of
the date hereof upon the receipt by the Administrative Agent of the following:
(a) Executed Agreement. Receipt by the Administrative Agent of a duly
executed signature page to the Third Amendment to the Credit Agreement from each
of the Borrower, the Guarantors, the Requisite Lenders and the Second Add-On
Term Loan Lenders;
(b) Consents. All consents and approvals of the boards of directors,
shareholders, governmental authorities and other applicable third parties
necessary in connection with the Second Add-On Term Loan shall have been
obtained;
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(c) Authority Documents.
(i) Articles of Incorporation; Partnership Agreement. Copies of the
articles of incorporation, partnership agreement, or other charter
documents of each Loan Party certified to be true and complete as of a
recent date by the appropriate Governmental Authority of the state of its
organization or formation;
(ii) Resolutions. Copies of resolutions of the board of directors or
other comparable governing body of each Loan Party approving and adopting
this Third Amendment, the transactions contemplated herein and authorizing
execution and delivery hereof, certified by an officer of such Loan Party
as of the Third Amendment Effective Date to be true and correct and in
force and effect as of such date;
(iii) Bylaws. A copy of the bylaws or other operating agreement of
each Loan Party certified by an officer of such Loan Party as of the Third
Amendment Effective Date to be true and correct and in force and effect as
of such date;
(iv) Good Standing. Copies of (i) certificates of good standing,
existence or its equivalent with respect to each Loan Party certified as of
a recent date by the appropriate Governmental Authorities of the state of
incorporation and each other state in which such Loan Party is qualified to
do business and (ii) to the extent readily available, a certificate
indicating payment of all corporate and other franchise taxes certified as
of a recent date by the appropriate governmental taxing authorities; and
(v) Incumbency. An incumbency certificate of each Loan Party certified
by a secretary or assistant secretary of such Loan Party to be true and
correct as of the Third Amendment Effective Date;
(d) Corporate Structure. The corporate and capital structure and the
management of the Borrower and its Subsidiaries after giving effect to the
Second Add-On Term Loan, and all legal, tax, accounting, environmental and other
matters relating to the Borrower and its Subsidiaries after giving effect
thereto, shall be reasonably satisfactory in all material respects to the
Agents;
(e) Material Adverse Change. No material adverse change shall have occurred
in the business, properties, operations or condition (financial or otherwise) of
the Borrower and its Subsidiaries taken as a whole;
(f) Litigation and Bankruptcy. There shall be no material pending or
overtly threatened litigation, bankruptcy or insolvency, injunction, order or
claim with respect to the Borrower or any of its Subsidiaries that would have a
Material Adverse Effect whole;
(g) Legal Opinions. The Borrower shall deliver opinions of counsel
(including local counsel opinions) in form and substance reasonably acceptable
to the Agents and the Lenders;
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(h) Solvency Certificate. Administrative Agent shall have received an
Officers' Certificate prepared by the chief financial officer of Borrower as to
the financial condition, solvency and related matters of the Borrower,
individually, and the Loan Parties and their Subsidiaries taken as a whole,
after giving effect to the Third Amendment and the borrowings under the Loan
Documents in form and substance satisfactory to the Administrative Agent; and
(i) Fees and Expenses. The Agents and the Lenders shall have received from
the Borrower the aggregate amount of fees and expenses payable in connection
with the consummation of the transactions contemplated hereby.
SECTION 5
MISCELLANEOUS
5.1 AMENDED TERMS. The term "Credit Agreement" as used in each of the Loan
Documents shall hereafter mean the Credit Agreement as amended by this Third
Amendment. Except as specifically amended hereby or otherwise agreed, the Credit
Agreement is hereby ratified and confirmed and shall remain in full force and
effect according to its terms.
5.2 REPRESENTATIONS AND WARRANTIES OF LOAN PARTIES. Each of the Loan
Parties hereby represents and warrants as follows:
(a) Such Person has taken all necessary action to authorize the execution,
delivery and performance of this Third Amendment.
(b) This Third Amendment has been duly executed and delivered by such
Person and constitutes such Person's legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or governmental authority or third
party is required in connection with the execution, delivery or performance by
such Person of this Third Amendment.
(d) After giving effect to this Third Amendment, the representations and
warranties set forth in Section 5 of the Credit Agreement are, subject to the
limitations set forth therein, true and correct in all respects as of the date
hereof (except for those which expressly relate to an earlier date).
(e) After giving effect to this Third Amendment, no Default or Event of
Default has occurred and is continuing.
8
5.3 LOAN DOCUMENT. This Third Amendment shall constitute a Loan Document
under the terms of the Credit Agreement and shall be subject to the terms and
conditions thereof (including, without limitation, Sections 10.17 and 10.18 of
the Credit Agreement).
5.4 ENTIRETY. This Third Amendment and the other Loan Documents embody the
entire agreement between the parties hereto and supersede all prior agreements
and understandings, oral or written, if any, relating to the subject matter
hereof.
5.5 COUNTERPARTS. This Third Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. Delivery of
executed counterparts of this Third Amendment by telecopy or electronic mail
shall be effective as an original and shall constitute a representation that an
original shall be delivered.
5.6 GOVERNING LAW. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
9
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Third Amendment to be duly executed and delivered as of the date first
above written.
BORROWER: DEI SALES, INC.
F/K/A DIRECTED ELECTRONICS, INC.,
a Florida corporation
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President and
Chief Financial Officer
GUARANTORS: DIRECTED ELECTRONICS, INC.
F/K/A DEI HOLDINGS, INC.,
a Florida corporation
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President and
Chief Financial Officer
DEI HEADQUARTERS, INC.,
a Florida corporation
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President and
Chief Financial Officer
ADMINISTRATIVE AGENT AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender
By: /s/ Xxxxx X. Xxxxxxx, III
------------------------------------
Name: Xxxxx X. Xxxxxxx, III
----------------------------------
Title: Director
---------------------------------
[signature pages continue]
LENDERS (continued): CIBC INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
CIBC World Markets Corp.,
AS AGENT
LENDERS (continued): JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
LENDERS (continued): AIB DEBT MANAGEMENT, LIMITED
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
Investment Advisor to AIB Debt
Management, Limited
LENDERS (continued): ALLSTATE LIFE INSUARNCE COMPANY
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
LENDERS (continued): AIMCO CDO, SERIES 2000-A
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
LENDERS (continued): AIMCO CLO, SERIES 2005-A
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
LENDERS (continued): ANTARES CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director
LENDERS (continued): JPMORGANCHASE BANK, AS TRUSTEE OF THE
ANTARES FUNDING TRUST CREATED UNDER THE
TRUST AGREEMENT DATED AS OF
NOVEMBER 30, 1999
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Treasurer
NAVIGATOR CDO 2003, LTD.
By: Antares Asset Management, Inc.
as Collateral Manager
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
NAVIGATOR CDO 2004, LTD.
By: Antares Asset Management, Inc.
as Collateral Manager
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
LENDERS (continued): APEX (IDM) CDO I, LTD.
BABSON CLO LTD. 2003-I
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-II
ELC (CAYMAN) LTD. 1999-II
SEABOARD CLO 2000 LTD.
SUFFIELD CLO, LIMITED
By: Babson Capital Management LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
LENDERS (continued): SIMSBURY CLO, LIMITED
By: Babson Capital Management LLC under
delegated authority from
Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
LENDERS (continued): MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC
as Investment Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
LENDERS (continued): COLTS 2005-1 LTD.
By: Wachovia Bank, National Association
as its servicer
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
LENDERS (continued): FRANKLIN CLO II, LIMITED
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
LENDERS (continued): FRANKLIN CLO III, LIMITED
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
LENDERS (continued): FRANKLIN CLO IV, LIMITED
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
LENDERS (continued): FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/ Xxxxxxx Xxx
------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
LENDERS (continued): FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxx Xxx
------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
LENDERS (continued): GENERAL ELECTRIC CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Duly Authorized Signatory
LENDERS (continued): XXXXXXX XXXXX CREDIT PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
LENDERS (continued): GRANITE VENTURES I LTD.
By: Stone Tower Debt Advisors
as it's Collateral Manager
By: /s/ W. Xxxxxxx Xxxxx
------------------------------------
Name: W. Xxxxxxx Xxxxx
----------------------------------
Title: Authorized Signatory
LENDERS (continued): GSC PARTNERS CDO FUND IV, LIMITED
By: GSCP (NJ), L.P., as Collateral
Manager
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Authorized Signatory
LENDERS (continued): GSC PARTNERS CDO FUND V, LIMITED
By: GSCP (NJ), L.P., as Collateral
Manager
By: /s/ Xxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Authorized Signatory
LENDERS (continued): GULF STREAM-COMPASS CLO 2002-1 LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager
By: /s/ Xxxxx X. Love
------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
LENDERS (continued): GULF STREAM-COMPASS CLO 2004-1 LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager
By: /s/ Xxxxx X. Love
------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
LENDERS (continued): XXXXXX STRAITS CLO 2004, LTD
By: GSO Capital Partners LP as
Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
LENDERS (continued): LIGHTPOINT CLO III, LTD.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
LENDERS (continued): OFSI FUND II, LLC
By: Orchard First Source Asset
Management, LLC its attorney in fact
By: Orchard First Source Capital, Inc.
its attorney in fact
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
LENDERS (continued): PREMIUM LOAN TRUST I, LTD.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Managing Director &
Chief Executive Officer
LENDERS (continued): STONE TOWER CDO LTD.
By: Stone Tower Debt Advisors
as its Collateral Manager
By: /s/ W. Xxxxxxx Xxxxx
------------------------------------
Name: W. Xxxxxxx Xxxxx
----------------------------------
Title: Authorized Signatory
LENDERS (continued): STONE TOWER CLO II LTD.
By: Stone Tower Debt Advisors
as its Collateral Manager
By: /s/ W. Xxxxxxx Xxxxx
------------------------------------
Name: W. Xxxxxxx Xxxxx
----------------------------------
Title: Authorized Signatory
LENDERS (continued): STONE TOWER CLO III LTD.
By: Stone Tower Debt Advisors
as its Collateral Manager
By: /s/ W. Xxxxxxx Xxxxx
------------------------------------
Name: W. Xxxxxxx Xxxxx
----------------------------------
Title: Authorized Signatory
LENDERS (continued): VENTURE CDO 2002 LIMITED
By: Its investment advisor,
MJX Asset Management LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
LENDERS (continued): VENTURE II CDO 2002 LIMITED
By: Its investment advisor,
MJX Asset Management LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
LENDERS (continued): VENTURE III CDO LIMITED
By: Its investment advisor,
MJX Asset Management LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
LENDERS (continued): VENTURE IV CDO LIMITED
By: Its investment advisor,
MJX Asset Management LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
LENDERS (continued): VICTORIA FALLS CLO, LTD
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: S.V.P.
LENDERS (continued): VISTA LEVERAGED INCOME FUND
By: Its investment advisor,
MJX Asset Management LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
LENDERS (continued): XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X.Xxxxx
Title: Vice President
EXHIBIT A
LENDERS' COMMITMENTS
Revolving
Revolving Commitment
Lender Commitment Percentage LOC Commitment
------------------------------------ -------------- ------------ --------------
Wachovia Bank, National Association $11,000,000.00 22.000000000% $1,100,000.00
CIBC Inc. $ 9,000,000.00 18.000000000% $ 900,000.00
Orchard First Source $ 2,000,000.00 4.000000000% $ 200,000.00
General Electric Capital Corporation $ 5,000,000.00 10.000000000% $ 500,000.00
Xxxxx Fargo Bank, N.A. $ 7,000,000.00 14.000000000% $ 700,000.00
Antares Capital Corporation $ 7,000,000.00 14.000000000% $ 700,000.00
JPMorgan Chase Bank, N.A. $ 4,500,000.00 9.000000000% $ 450,000.00
Xxxxxxx Xxxxx $ 4,500,000.00 9.000000000% $ 450,000.00
Total: $ 50,000,000 100% $ 5,000,000
