EXHIBIT 10.9.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of May 3, 2002
(this "Amendment"), is among XXXX-XXXXX STORES, INC. (the "Borrower"), the
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Lenders (as defined below) signatories hereto and WACHOVIA BANK, NATIONAL
ASSOCIATION (successor by merger to First Union National Bank), as
administrative agent for the Lenders (in such capacity, the "Administrative
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Agent").
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, certain financial institutions and other Persons
(such capitalized term and other capitalized terms used in these recitals to
have the meanings set forth or defined by reference in Part I below) from time
to time parties thereto (collectively, the "Lenders"), the Administrative Agent,
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Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated ("ML &
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Co."), as the Syndication Agent, Xxxxxx Trust and Savings Bank, Fleet National
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Bank and Credit Lyonnais New York Branch, as the Documentation Agents, and First
Union Securities, Inc. (doing business as Wachovia Securities) and ML & Co., as
joint lead Arrangers, are parties to the Credit Agreement, dated as of March 29,
2001 (as modified prior to the date hereof by the First Amendment dated as of
March 14, 2002, the "Existing Credit Agreement", and together with this
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Amendment, the "Credit Agreement");
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WHEREAS, the Borrower has requested that the Lenders amend the Existing
Credit Agreement as set forth below; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. The following terms (whether or not
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underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):
"Administrative Agent" is defined in the preamble.
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"Amendment" is defined in the preamble.
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"Borrower" is defined in the preamble.
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"Credit Agreement" is defined in the first recital.
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"Existing Credit Agreement" is defined in the first recital.
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"Second Amendment Effective Date" is defined in Subpart 4.1.
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"Lenders" is defined in the first recital.
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"ML & Co." is defined in the first recital.
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SUBPART 1.2. Other Definitions. Terms for which meanings are provided
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in the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.
PART II
AMENDMENTS
Effective on (and subject to the occurrence of) the Second Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part; except as so amended or otherwise modified by this Amendment,
the Existing Credit Agreement and the Loan Documents shall continue in full
force and effect in accordance with their terms.
SUBPART 2.1. Amendment to Article I. Article I of the Existing Credit
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Agreement is hereby amended in accordance with Subparts 2.1.1 through 2.1.3.
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SUBPART 2.2.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions therein in the appropriate
alphabetical order:
"Fort Worth Division" means all plants, warehouses, stores, equipment,
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inventory and related assets and properties of the Borrower and its Subsidiaries
located in Texas or Oklahoma.
"Second Amendment" means the Second Amendment, dated as of May 3, 2002,
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to this Agreement among the Borrower, the Administrative Agent and the Lenders
parties thereto.
"Second Amendment Effective Date" is defined in Subpart 4.1 of the
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Second Amendment.
SUBPART 2.2.2. Section 1.1 of the Existing Credit Agreement is hereby
further amended by amending the definition of "EBITDA" appearing therein by (a)
deleting the word "and" appearing immediately prior to subclause (v) thereof and
(b) inserting the following immediately after subclause (v) thereof:
", and (vi) non-recurring restructuring and other non-recurring charges
and a non-recurring inventory write-down relating to the Borrower and its
Subsidiaries' divestiture of the Fort Worth Division disclosed in writing to the
Lenders prior to the Second Amendment Effective Date."
2
SUBPART 2.2.3. Section 1.1 of the Existing Credit Agreement is hereby
further amended by amending the definition of "Tangible Net Worth" appearing
therein by inserting the phrase "; provided, that such calculation shall exclude
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any impact upon the consolidated stockholders' equity of the Borrower and its
Subsidiaries resulting from their divestiture of the Fort Worth Division"
immediately prior to the punctuation xxxx "." in the fourth line thereof.
SUBPART 2.2. Amendment to Article VII. Article VII of the Existing
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Credit Agreement is hereby amended in accordance with Subpart 2.2.1.
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SUBPART 2.2.1. Clause (b) of Section 7.2.11 of the Existing Credit
Agreement is hereby amended by inserting the phrase "; provided, that assets
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sold during the 2002 Fiscal Year shall not account for usage of such
$200,000,000 basket" immediately prior to the punctuation xxxx ";" at the end of
subclause (i) thereof.
PART III
LIMITED WAIVER TO CREDIT AGREEMENT
SUBPART 3.1. Effective on (and subject to the occurrence of) the Second
Amendment Effective Date, in connection with Dispositions made pursuant to
Section 7.2.11(b) of the Existing Credit Agreement and completed, or to be
completed, during the 2002 Fiscal Year, the Lenders waive compliance with
Section 7.2.11(b)(i) of the Existing Credit Agreement restricting the aggregate
fair market value, as well as the aggregate book value, of all assets Disposed
of in any Fiscal Year to a maximum of $50,000,000 for (and only for) the 2002
Fiscal Year; provided, that such Dispositions completed following the Second
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Amendment Effective Date shall be deemed to have fully utilized the remaining
available balance, if any, as of the Second Amendment Effective Date for the
2002 Fiscal Year under such $50,000,000 basket. Except as so waived, the
Existing Credit Agreement and the other Loan Documents shall continue in full
force and effect in accordance with their terms.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Effectiveness. This Amendment and the amendments contained
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herein shall become effective on the date (the "Second Amendment Effective
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Date") when each of the conditions set forth in this Part shall have been
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fulfilled to the satisfaction of the Administrative Agent.
SUBPART 4.2.1. Execution of Counterparts. The Administrative Agent
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shall have received counterparts of this Amendment, duly executed and delivered
on behalf of each Borrower, the Administrative Agent and the Required Lenders.
SUBPART 4.2.2. Amendment Fee. The Administrative Agent shall have
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received by no later than 12:00 noon (New York time), May 6, 2002, for the
account of each Lender having delivered an executed counterpart of this
Amendment by no later than 5:00 p.m. (New York time), May 3, 2002, an amendment
fee in an aggregate amount equal to .10% of the sum of each such Lender's
Percentage of (a) the aggregate 364 Day Revolving Loan Commitment Amount plus
(b) the aggregate Five Year Revolving Loan Commitment Amount plus (c) the
aggregate outstanding principal amount of the Term Loans (in each case, after
giving effect to this Amendment).
3
SUBPART 4.2.3. Legal Details, etc. All documents executed or submitted
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pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies or such materials as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment shall be satisfactory to the
Administrative Agent and its counsel.
PART V
MISCELLANEOUS; REPRESENTATIONS AND COVENANTS
SUBPART 5.1. Continuing Effectiveness, etc. As amended hereby, the
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Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the Second Amendment Effective Date, all
references in the Credit Agreement and each other Loan Document to the "Credit
Agreement" shall refer to the Existing Credit Agreement, after giving effect to
this Amendment, and this Amendment shall be a Loan Document for all purposes.
The Borrower hereby confirms its obligations under Section 10.3 of the Credit
Agreement to pay all fees and expenses of the Administrative Agent in connection
with this Amendment and other ongoing administration of the Credit Agreement
since the last invoice it received, including reasonable fees and other charges
of Shearman & Sterling in connection therewith.
SUBPART 5.2. Amendment Fee. The Borrower shall deliver to the
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Administrative Agent by no later than 12:00 noon (New York time), May 13, 2002,
for the account of each Lender having delivered an executed counterpart of this
Amendment on or after May 6, 2002 but prior to 5:00 p.m. (New York time), May
10, 2002, an amendment fee in an amount equal to .05% of the sum of each such
Lender's Percentage of (a) the aggregate 364 Day Revolving Loan Commitment
Amount plus (b) the aggregate Five Year Revolving Loan Commitment Amount plus
(c) the aggregate outstanding principal amount of the Term Loans (in each case,
after giving effect to this Amendment).
SUBPART 5.3. Counterparts. This Amendment may be executed in any number
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of counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
SUBPART 5.4. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER
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AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 5.5. Successors and Assigns. This Amendment shall be binding upon
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the Borrower, the Lenders and the Agents and their respective successors and
assigns, and shall inure to their successors and assigns.
4
SUBPART 5.6. Representations and Warranties. In order to induce the
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Lenders to execute and deliver this Amendment, the Borrower represents and
warrants to the Agents, the Lenders and the Issuer that, after giving effect to
the terms of this Amendment, the following statements are true and correct: (a)
the representations and warranties set forth in Article VI of the Existing
Credit Agreement and in the other Loan Documents are true and correct on the
Second Amendment Effective Date as if made on the Second Amendment Effective
Date and after giving effect to the Second Amendment (unless stated to relate
solely to an earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date); (b) as
of the Second Amendment Effective Date, no Dispositions pursuant to Section
7.2.11(b) of the Existing Credit Agreement have been completed by the Borrower
and its Subsidiaries during the 2002 Fiscal Year; and (c) no Default has
occurred and been continuing.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective authorized officers as of the day and
year first above written.
XXXX-XXXXX STORES, INC.
By: /S/ XXXXXX X. XXXX
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XXXXXX X. XXXX
Title: Vice President Strategic Planning
and Treasurer
LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender
By: /S/ XXXXXX X. XXXXXX
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Name: XXXXXX X. XXXXXX
Title: Senior Vice President
ADDISON CDO, LIMITED (ACCT 1279)
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By:/S/ XXXXX X. XXXXXXXXXX
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Name: XXXXX X. XXXXXXXXXX
Title: Executive Vice President
AERIES FINANCE-II LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC. AS SUB-
MANAGING AGENT
By: /S/ XXXX X. XXXXXXXX
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Name: XXXX X. XXXXXXXX
Title: Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO SENIOR SECURED
MANAGEMENT, INC. AS ATTORNEY
IN FACT
By: /S/ XXXX X. XXXXXXXX
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Name: XXXX X. XXXXXXXX
Title: Authorized Signatory
6
BANGKOK BANK PUBLIC COMPANY LIMITED
By:/S/ PIYARATANA XXXXXXX
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Name: PIYARATANA XXXXXXX
Title: Vice President
BANK OF MONTREAL
By:/S/ X. XXXXX
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Name: X. XXXXX
Title: MD
CAPTIVA III FINANCE LTD. (ACCT. 275)
AS ADVISED BY PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC
By:/S/ XXXXX XXXX
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Name: XXXXX XXXX
Title: DIRECTOR
CAPTIVA IV FINANCE LTD. (ACCT. 1275)
AS ADVISED BY PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC
By:/S/ XXXXX XXXX
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Name: XXXXX XXXX
Title: DIRECTOR
CERES II FINANCE LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
AS SUB-MANAGING AGENT (FINANCIAL)
By:/S/ XXXX X. XXXXXXXX
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Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
7
CHARTER VIEW PORTFOLIO
BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
AS INVESTMENT ADVISOR
By:/S/ XXXX X. XXXXXXXX
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Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
CHEVY CHASE BANK, F.S.B.
By:/S/ XXXX XXXXXX
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Name: XXXX XXXXXX
Title: VICE PRESIDENT
CIBC
By:/S/ XXXXXXX X. XXXXXXXX
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Name: XXXXXXX X. XXXXXXXX
Title: EXECUTIVE DIRECTOR
CIBC WORLD MARKETS CORP.,
AS AGENT
CITADEL HILL 2000, LTD
By:/S/ XXXXXXX XXXXXXXX
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Name: XXXXXXX XXXXXXXX
Title: AUTHORIZED SIGNATORY
CLYDESDALE CLO 2001-1, LTD
BY: NOMURA CORPORATE RESEARCH AND
ASSET MANGEMENT INC. AS COLLATERAL
MANAGER
By:/S/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: DIRECTOR
8
COBANK, ACB
By:/S/ S. XXXXXXX XXXX
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Name: S. XXXXXXX XXXX
Title: VICE PRESIDENT
COMPASS BANK
By:/S/ K. XXXXX XXXXXXXX
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Name: K. XXXXX XXXXXXXX
Title: VICE PRESIDENT
COSTANTINUS XXXXX XXXXX CDO V, LTD.
BY: XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
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Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
CREDIT LYONNAIS NEW YORK BRANCH
By:/S/ XXXXXX XXX
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Name: XXXXXX XXX
Title: SENIOR VICE PRESIDENT
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY,
INC.
AS: ATTORNEY-IN-FACT AND ON BEHALF OF
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY AS PORTFOLIO MANAGER
By:/S/ XXXXX X. XXXXX
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Name: XXXXX X. XXXXX
Title: ASSOCIATE
9
CYPRESSTREE INVESTMENT PARTNERS I, LTD
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY INC., AS
PORTFOLIO MANAGER
By:/S/ XXXXX X. XXXXX
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Name: XXXXX X. XXXXX
Title: ASSOCIATE
CYPRESSTREE INVESTMENT PARTNERS II, LTD
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY INC., AS
PORTFOLIO MANAGER
By:/S/ XXXXX X. XXXXX
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Name: XXXXX X. XXXXX
Title: ASSOCIATE
DELANO COMPANY (ACCT 274)
BY: PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC., AS ITS INVESTMENT
ADVISOR
By:/S/ XXXXX X. XXXXXXXXXX
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Name: XXXXX X. XXXXXXXXXX
Title: EXECUTIVE VICE PRESIDENT
DENALI CAPITAL LLC, MANAGING MEMBER OF DC
FUNDING PARTNERS, PORTFOLIO MANAGER FOR
DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE
By:/S/ XXXX X. XXXXXXX
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Name: XXXX X. XXXXXXX
Title: CHIEF CREDIT OFFICER
10
DIVERSIFIED CREDIT PORTFOLIO LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
AS INVESTMENT ADVISOR
By:/S/ XXXX X. XXXXXXXX
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Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
EAST WEST BANK
By:/S/ XXXXX X. XXXXX
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Name: XXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
XXXXX XXXXX CDO XXX.XXX.
BY: XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
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Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
XXXXX XXXXX CDO IV, LTD.
BY: XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
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Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
BY: XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
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Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
11
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
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Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
ELT LTD.
By:/S/ XXXXX X. XXXXXXX
----------------
Name: XXXXX X. XXXXXXX
Title: AUTHORIZED AGENT
FIRSTAR BANK, N.A.
By:/S/ XXXXX X. XXXXXXXXX
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Name: XXXXX X. XXXXXXXXX
Title: VICE PRESIDENT
FLAGSHIP CLO 2001-1
BY: FLAGSHIP CAPITAL MANAGEMENT, INC.
By:/S/ XXXX X. XXXXX
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Name: XXXX X. XXXXX
Title: DIRECTOR
FRANKLIN CLO II, LTD
By:/S/ XXXXXXX X'XXXXXXX
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Name: XXXXXXX X'XXXXXXX
Title: SENIOR VICE PRESIDENT
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By:/S/ XXXXXXX X'XXXXXXX
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Name: XXXXXXX X'XXXXXXX
Title: SENIOR VICE PRESIDENT
12
FRANKLIN FLOATING RATE MASTER SERIES
By:/S/ XXXXXXX X'XXXXXXX
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Name: XXXXXXX X'XXXXXXX
Title: SENIOR VICE PRESIDENT
FRANKLIN FLOATING RATE TRUST
By:/S/ XXXXXXX X'XXXXXXX
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Name: XXXXXXX X'XXXXXXX
Title: SENIOR VICE PRESIDENT
GENERAL ELECTRIC CAPITAL CORPORATION
By:/S/ XXXXXX X. XXXXXXX
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Name: XXXXXX X. XXXXXXX
Title: DULY AUTHORIZED SIGNATORY
GMAC BUSINESS CREDIT, LLC
By:/S/ XXXXX NAILITT
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Name: XXXXX NAILITT
Title: ASSISTANT VICE PRESIDENT
XXXXXXX & COMPANY
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
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Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
GRAYSTON CLO 2001-1 LTD.
BY: BEAR XXXXXXX ASSET MANAGEMENT AS
ITS COLLATERAL MANAGER
By:/S/ XXXXX XXXXXXXXXX
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Name: XXXXX XXXXXXXXXX
Title: ASSOCIATE DIRECTOR
13
HARBOURVIEW CDO II LTD, FUND
By:/S/ XXXXX XXXXXXXX
--------------
Name: XXXXX XXXXXXXX
Title: A.V.P.
HARCH CLO I, LTD.
By:/S/ XXXXXXX X. XXXXXX
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Name: XXXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
XXXXXX TRUST AND SAVINGS BANK,
AS DOCUMENTATION AGENT AND AS A LENDER
By:/S/ XXXXX PLACE
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Name: XXXXX PLACE
Title: VICE PRESIDENT
XXXXXX FINANCIAL, INC.
By:/S/ XXXXXX X. XXXXXXX
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Name: XXXXXX X. XXXXXXX
Title: DULY AUTHORIZED SIGNATORY
IKB CAPITAL CORPORATION
By:/S/ XXXXX XXXXXX
------------
Name: XXXXX XXXXXX
Title: PRESIDENT
INDOSUEZ CAPITAL FUNDING III, LIMITED
BY: INDOSUEZ CAPITAL AS PORTFOLIO ADVISOR
By:/S/ XXXXXXX XXXXXXXXX
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Name: XXXXXXX XXXXXXXXX
Title: PRINCIPAL AND PORTFOLIO MANAGER
14
INDOSUEZ CAPITAL FUNDING VI, LIMITED
BY: INDOSUEZ CAPITAL AS COLLATERAL MANAGER
By:/S/ XXXXXXX XXXXXXXXX
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Name: XXXXXXX XXXXXXXXX
Title: PRINCIPAL AND PORTFOLIO MANAGER
INDOSUEZ CAPITAL FUNDING IV, L.P.,
BY: RBC LEVERAGED CAPITAL AS PORTFOLIO
ADVISOR
By:/S/ XXXXXXX XXXXXX
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Name: XXXXXXX XXXXXX
Title: DIRECTOR
ING PRIME RATE TRUST
BY: ING INVESTMENTS, LLC AS ITS INVESTMENT
MANAGER
By:/S/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
XXXXXXX XXX 0000-0 LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
AS PORTFOLIO ADVISOR
By:/S/ XXXX X. XXXXXXXX
----------------
Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
INVESCO EUROPEAN CDO I.S.A.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
AS COLLATERAL MANAGER
By:/S/ XXXX X. XXXXXXXX
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Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
15
JPMORGAN CHASE BANK, AS TRUSTEE OF THE
ANTARES FUNDING TRUST CREATED UNDER TRUST
AGREEMENT DATED AS OF NOVEMBER 30, 1999
By:/S/ XXXXXX XXXXXXX
--------------
Name: XXXXXX XXXXXXX
Title: OFFICER
LCM I LIMITED PARTNERSHIP
BY: LYON CAPITAL MANAGEMENT LLC AS ATTORNEY
IN FACT
By:/S/ XXXX X. XXXXXXXXXX
------------------
Name: XXXX X. XXXXXXXXXX
Title: SENIOR PORTFOLIO MANAGER
XXXXXXX XXXXX CAPITAL CORPORATION
By:/S/ XXXXXXX X. X'XXXXX
------------------
Name: XXXXXXX X. X'XXXXX
Title: VICE PRESIDENT
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD,
BY: ING INVESTMENTS, LLC AS ITS INVESTMENT
MANAGER
By:/S/ XXXXXXX X. XXXXXXX
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Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD,
BY: ING INVESTMENTS, LLC AS ITS INVESTMENT
MANAGER
By:/S/ XXXXXXX X. XXXXXXX
------------------
Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
16
MOUNTAIN CAPITAL CLO 1 LTD.
By:/S/ XXXXXX X. XXXXX
---------------
Name: XXXXXX X. XXXXX
Title: DIRECTOR
MOUNTAIN CAPITAL CLO 11 LTD.
By:/S/ XXXXXX X. XXXXX
---------------
Name: XXXXXX X. XXXXX
Title: DIRECTOR
NATEXIS BANQUES POPULAIRES
By:/S/ XXXXX X. XXXXXX, XX.
-----------------
Name: XXXXX X. XXXXXX, XX.
Title: VICE PRESIDENT & GROUP MANAGER
By:/S/ XXXXXXX XXXXXXXX
-----------------
Name: XXXXXXX XXXXXXXX
Title: ASSOCIATE
NOMURA BOND & LOAN FUND
BY: UFJ TRUST COMPANY OF NEW YORK AS
TRUSTEE
BY: NOMURA CORPORATE RESEARCH AND
ASSET MANAGEMENT INC., ATTORNEY IN FACT
By:/S/ XXXXXXX X. XXXXXXX
-----------------
Name: XXXXXXX X. XXXXXXX
Title: DIRECTOR
NOVA CDO 2001, LTD.
By:/S/ XXXXX XXXXXXXX
--------------
Name: XXXXX XXXXXXXX
Title: DIRECTOR
00
XXX XXXX CREDIT PARTNERS I LIMITED
BY: OAK HILL CLO MANAGEMENT, LLC AS
INVESTMENT MANAGER
By:/S/ XXXXX X. XXXXX
--------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED SIGNATORY
OAK HILL SECURITIES FUND, L.P.
BY: OAK HILL SECURITES GENPAR, L.P. ITS
GENERAL PARTNER
BY: OAK HILL SECURITIES MGP, INC., ITS
GENERAL PARTNER
By:/S/ XXXXX X. XXXXX
--------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED SIGNATORY
OAK HILL SECURITIES FUND II, L.P.
BY: OAK HILL SECURITES GENPAR II, L.P. ITS
GENERAL PARTNER
BY: OAK HILL SECURITIES MGP II, INC., ITS
GENERAL PARTNER
By:/S/ XXXXX X. XXXXX
--------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED SIGNATORY
OXFORD STRATEGIC INCOME FUND
BY: XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
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Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
18
PACIFICA PARTNERS I, LP BY IMPERIAL CREDIT
ASSET MANAGEMENT AS ITS INVESTMENT MANAGER
By:/S/ XXXX X. XXXXX
-------------
Name: XXXX X. XXXXX
Title: VICE PRESIDENT
XXXXXXX CLO 1999-1 LTD.
BY: ING INVESTMENTS, LLC AS ITS
INVESTMENT MANAGER
By:/S/ XXXXXXX X. XXXXXXX
------------------
Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
PINEHURST TRADING, INC.
By:/S/ XXXXX X. XXXXXXX
----------------
Name: XXXXX X. XXXXXXX
Title: ASSISTANT VICE PRESIDENT
BY: ING INVESTMENTS, LLC AS ITS
INVESTMENT MANAGER
By:/S/ XXXXXXX X. XXXXXXX
------------------
Name: XXXXXXX X. XXXXXXX
Title: SENIOR VICE PRESIDENT
RIVIERA FUNDING LLC
By:/S/ XXXXX X. XXXXXXX
----------------
Name: XXXXX X. XXXXXXX
Title: ASSISTANT VICE PRESIDENT
19
ROYALTON COMPANY (ACCT 280)
BY: PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC, AS ITS INVESTMENT ADVISOR
By:/S/ XXXXX X. XXXXXXXXXX
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Name: XXXXX X. XXXXXXXXXX
Title: EXECUTIVE VICE PRESIDENT
SALOMON BROTHERS HOLDING COMPANY, INC.
By:/S/ XXXXXX XXXXXXXX
---------------
Name: XXXXXX XXXXXXXX
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By:/S/ PAYSON X. XXXXXXXXX
-------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
SEQUILS-LIBERTY, LTD.
BY: INVESCO SENIOR SECURED
MANAGEMENT, INC. AS COLLATERAL MANAGER
By:/S/ XXXX X. XXXXXXXX
-------------------
Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
SEQUILS-MAGNUM, LTD. (#1280)
BY: PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC, AS ITS INVESTMENT ADVISOR
By:/S/ XXXXX X. XXXXXXXXXX
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Name: XXXXX X. XXXXXXXXXX
Title: EXECUTIVE VICE PRESIDENT
20
STANWICH LOAN FUNDING LLC
By:/S/ XXXXX X. XXXXXXX
----------------
Name: XXXXX X. XXXXXXX
Title: ASSISTANT VICE PRESIDENT
THE SUMITOMO TRUST & BANKING CO., LTD. NEW
YORK BRANCH
By:/S/ XXXXXXXXX X. XXXXX
------------------
Name: XXXXXXXXX X. XXXXX
Title: VICE PRESIDENT
SUNTRUST BANK
By:/S/ XXXXX XXXXXXX
-------------
Name: XXXXX XXXXXXX
Title: DIRECTOR
SUP PROVIDENT
By:/S/ XXXXX TOUVLLE
-------------
Name: XXXXX TOUVLLE
TAIPEI BANK
By:/S/ XXXXXX XXXX
-----------
Name: XXXXXX XXXX
Title: VP & GENERAL MANAGER
TAIPEI BANK, NY AGENCY
TEXTRON FINANCIAL CORPORATION
By:/S/ NAOTO HYASHIDA
--------------
Name: NAOTO HYASHIDA
Title: DIRECTOR
21
TORONTO DOMINION (NEW YORK), INC.
By:/S/ XXXXX X. XXXXXX
---------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
TRANSMERICA BUSINESS CAPITAL CORPORATION
(AS SUCCESSOR IN INTEREST TO TRANSAMERICA
BUSINESS CREDIT CORPORATION)
By:/S/ XXXXX GOETSCHINUS
-----------------
Name: XXXXX XXXXXXXXXX
Title: SENIOR VICE PRESIDENT
TRITON CBO III, LIMITED
BY: INVESCO SENIOR SECURED
MANAGEMENT, INC. AS INVESTMENT ADVISOR
By:/S/ XXXX X. XXXXXXXX
----------------
Name: XXXX X. XXXXXXXX
Title: AUTHORIZED SIGNATORY
