EXHIBIT 2
TCW/CRESCENT WARRANT AGREEMENT
This TCW/CRESCENT WARRANT AGREEMENT (this "AGREEMENT") is made as of
August 14, 2000, by and among the TCW/Crescent Lenders (as defined herein) and
Synagro Technologies, Inc., a Delaware corporation (the "COMPANY"). Capitalized
terms used herein and not otherwise defined shall have the meanings given to
such terms in SECTION 5A hereof.
WHEREAS, the Company, the GTCR Lender (as defined therein) and the
TCW/Crescent Lenders have entered into an Amended and Restated Senior
Subordinated Loan Agreement, dated as of the date hereof (as the same shall be
modified, amended and supplemented from time to time, the "LOAN AGREEMENT");
WHEREAS, pursuant to the Loan Agreement, the TCW/Crescent Lenders will
make a loan to the Company on the date hereof in the principal amount of
$26,379,992.75 (the "AUGUST 2000 LOAN") and, subject to the terms and conditions
of the Loan Agreement, may make or arrange for loans to the Company from time to
time after the date hereof (each a "SUBSEQUENT LOAN", and together with the
August 2000 Loan, the "LOANS") up to an aggregate principal amount (excluding
the August 2000 Loan) of $36,120,007.25 (the "AGGREGATE SUBSEQUENT LOAN
AMOUNT");
WHEREAS, as an inducement and partial consideration to the TCW/Crescent
Lenders to enter into the Loan Agreement and to make the Loans, the Company has
agreed to (i) issue to the TCW/Crescent Lenders on the date hereof warrants (the
"AUGUST 2000 WARRANTS") representing the right to purchase, in the aggregate,
the August 2000 Warrant Shares from the Company and (ii) issue to the
TCW/Crescent Lenders on the date of each Subsequent Loan warrants (each a
"SUBSEQUENT WARRANT", and together with the August 2000 Warrant, the "WARRANTS")
representing the right to purchase, in the aggregate, Subsequent Warrant Shares
from the Company, in each case pursuant to the terms and conditions of this
Agreement and in the form of EXHIBIT A attached hereto; and
WHEREAS, the Company has authorized the issuance of the Warrants to the
TCW/Crescent Lenders pursuant to the terms and conditions of this Agreement and
each such Warrant.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. ISSUANCE OF WARRANTS; CLOSINGS.
1A. AUGUST 2000 CLOSING. The issuance of the August 2000 Warrants
to the TCW/Crescent Lenders (the "AUGUST 2000 CLOSING") shall take place
simultaneously with the closing of the August 2000 Loan pursuant to the Loan
Agreement. The date of the August 2000 Closing is hereinafter referred to as the
"AUGUST 2000 CLOSING DATE."
1B. ISSUANCE OF AUGUST 2000 WARRANTS. At the August 2000 Closing,
the Company shall issue to the TCW/Crescent Lenders the August 2000 Warrants
representing the right to purchase, in the aggregate, the August 2000 Warrant
Shares. The August 2000 Warrants shall be exercisable immediately upon issuance
thereof, and the TCW/Crescent Lenders may exercise all or any portion of the
August 2000 Warrants at any time and from time to time thereafter.
1C. SUBSEQUENT CLOSINGS. The issuance of each Subsequent Warrant
to the TCW/Crescent Lenders (each a "SUBSEQUENT CLOSING") shall take place
simultaneously with the closing of each Subsequent Loan. The date of each
Subsequent Closing is hereinafter referred to as a "SUBSEQUENT CLOSING DATE").
1D. ISSUANCES OF SUBSEQUENT WARRANTS. At each Subsequent Closing
in which a purchase of Convertible Preferred Stock will be made concurrently
with such Subsequent Closing pursuant to the Preferred Stock Purchase Agreement,
the Company shall issue to the TCW/Crescent Lenders Subsequent Warrants
representing the right to purchase a number of Subsequent Warrant Shares equal
to the product of:
(I) (X) the result of
(1) the aggregate number of shares of Convertible Preferred
Stock being purchased pursuant to the Preferred Stock Purchase
Agreement by all Purchasers (as defined in the Preferred Stock
Purchase Agreement) at such Subsequent Closing,
DIVIDED BY
(2) 1.00 MINUS the product of (a) 12.5% and (b) the ratio of
(i) the aggregate Loans being made by all of the Lenders at
such Subsequent Closing pursuant to the Loan Agreement over
(ii) the aggregate dollar amount of all Convertible Preferred
Stock being purchased by all of the Purchasers pursuant to the
Preferred Stock Purchase Agreement at such Subsequent Closing,
MINUS
(Y) the aggregate number of shares of Convertible Preferred Stock
being purchased by all of the Purchasers pursuant to the Preferred
Stock Purchase Agreement at such Subsequent Closing,
MULTIPLIED BY
(II) the aggregate dollar amount of all Loans being made at such
Subsequent Closing by the TCW/Crescent Lenders divided by the
aggregate dollar amount of all Loans being made at such Subsequent
Closing by all of the Lenders at such Subsequent Closing.
At each Subsequent Closing in which a purchase of Convertible Preferred Stock
will not be made concurrently with such Subsequent Closing pursuant to the
Preferred Stock Purchase Agreement, the Company shall issue to the TCW/Crescent
Lenders Subsequent Warrants representing the right to purchase a number of
Subsequent Warrant Shares to be mutually agreed between the Company and the
TCW/Crescent Lenders at the time of such Subsequent Closing.
If the Purchasers (as defined in the Preferred Stock Purchase Agreement)
purchase additional Convertible Preferred Stock from the Company to meet a
Funding Obligation (as defined in the Preferred Stock Purchase Agreement) then
the Company shall issue to the TCW/Crescent Lenders Subsequent Warrants
concurrently with such purchase representing the right to purchase a number of
Subsequent Warrant Shares equal to the TCW/Crescent Allocation.
For purposes hereof, the "TCW/CRESCENT ALLOCATION" means a number of shares of
Convertible Preferred Stock which are convertible into a number of shares of the
Company's common stock, par value $.002, per share (the "COMMON STOCK"), equal
to (I) (a) 0.028 MULTIPLIED BY (b) the aggregate number of shares of the
Company's Common Stock outstanding on a fully-diluted basis (i.e., assuming the
conversion of all of the outstanding Convertible Preferred Stock, the exercise
of all outstanding options for the purchase of Common Stock and the exercise of
all outstanding warrants for the purchase of Common Stock and the conversion of
all Convertible Preferred Stock issuable upon exercise of the Company's warrants
or options) as of the close of business on the August 2000 Closing PLUS the
number of shares of Common Stock issuable upon conversion of all of the New
Shares PLUS the number of shares of Common Stock issuable upon conversion of an
amount of Convertible Preferred Stock equal to the Total Funding Letter Catch Up
Amount MINUS (II) 1,516,318.
For purposes hereof, the "TOTAL FUNDING LETTER CATCH UP AMOUNT" means a number
of shares of Convertible Preferred Stock equal to the result of (I) (A) (x) the
aggregate number of shares of Convertible Preferred Stock to be purchased
pursuant to the Preferred Stock Purchase Agreement to meet the Funding
Obligation (the "NEW SHARES") PLUS 7,445.301 DIVIDED BY (y) 1.00 MINUS the New
Ratio MINUS (B) the New Shares MINUS (II) 7,445.301.
For purposes hereof, the "NEW RATIO" means the ratio of (i) the aggregate
outstanding Loans made by all of the Lenders pursuant to the Loan Agreement as
of the close of business on the August 2000 Closing OVER (ii) the aggregate
purchase price paid for all of the Convertible Preferred Stock purchased
pursuant to the Preferred Stock Purchase Agreement by all of the Purchasers (as
defined in the Preferred Stock Purchase Agreement) as of the close of business
on the August 2000 Closing PLUS the aggregate dollar amount of all New Shares to
be purchased pursuant to the Preferred Stock Purchase Agreement to meet the
Funding Obligation.
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For purpose of the GTCR Warrant Agreement (as defined in the Loan Agreement),
the "GTCR ALLOCATION" means a number of shares of Convertible Preferred Stock
equal to the Total Funding Letter Catch Up Amount MINUS the TCW/Crescent
Allocation.
1E. ALLOCATION OF WARRANT SHARES. Notwithstanding anything to the
contrary herein, the aggregate amount of Warrant Shares, including the August
2000 Warrant Shares, to which the TCW/Crescent Lenders are collectively entitled
hereunder, shall be allocated among the TCW/Crescent Lenders by the issuances of
Warrants in accordance with the allocation percentage opposite to each
TCW/Crescent Lender's name under the heading "TCW/Crescent Lender Allocations"
on the "SCHEDULE OF TCW/CRESCENT ALLOCATIONS" attached hereto. For the avoidance
of doubt, in connection with each grant of Warrants hereunder, a separate
Warrant shall be issued to each TCW/Crescent Lender representing their
allocation of the aggregate Warrant Shares being granted at the time of such
grant.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE Company. As of the August
2000 Closing, and as of each Subsequent Closing, the Company represents and
warrants to the TCW/Crescent Lenders as follows:
2A. GOOD STANDING. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
2B. AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has all
requisite corporate power and authority to enter into and perform this Agreement
and to issue and deliver the Warrants to the TCW/Crescent Lenders. The
execution, delivery and performance by the Company of this Agreement, including
the issuance and delivery of the Warrants to the TCW/Crescent Lenders, have been
duly authorized by all necessary corporate action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and is a
legal, valid and binding obligation of the Company and is enforceable against
the Company in accordance with its terms (except as may be limited by
bankruptcy, insolvency or other laws affecting the enforcement of creditors'
rights).
2C. NO CONFLICT OR Violation. The execution and delivery of this
Agreement by the Company, the performance by the Company of its obligations
hereunder and the issuance and delivery of the Warrants to the TCW/Crescent
Lenders does not and will not conflict with or result in a violation of (i) the
charter or bylaws of the Company or (ii) any agreement, instrument, law, rule,
regulation, order, writ, judgment or decree to which the Company is a party or
is subject, except for such conflicts and violations which will not,
individually or in the aggregate, have a material adverse effect on the
business, operations, assets or condition (financial or otherwise) or business
of the Company and will not deprive the TCW/Crescent Lenders of any material
benefit under this Agreement.
2D. VALIDITY OF ISSUANCE. The Warrants to be issued to the
TCW/Crescent Lenders pursuant to this Agreement and the Warrant Shares issued
upon exercise of the Warrants will, when issued, be duly and validly issued,
fully paid and nonassessable, and free and clear of all liens, claims and
encumbrances.
-4-
2E. CAPITAL STRUCTURE (AUGUST 2000 CLOSING). The authorized and
issued capital stock of the Company as of the August 2000 Closing and
immediately thereafter is as set forth on the CAPITALIZATION SCHEDULE dated as
of the August 2000 Closing Date and attached hereto.
2F. CAPITAL STRUCTURE (SUBSEQUENT CLOSINGS). The authorized and
issued capital stock of the Company as of any Subsequent Closing and immediately
thereafter will be as set forth on the CAPITALIZATION SCHEDULE dated as of such
Subsequent Closing Date and provided to the TCW/Crescent Lenders prior to such
Subsequent Closing.
SECTION 3. INVESTMENT REPRESENTATIONS; LEGENDS.
3A. INVESTMENT Representations. Each TCW/Crescent Lender hereby
represents and warrants to the Company that such TCW/Crescent Lender is
acquiring the Warrants, and to the extent any such Warrant has been exercised,
the Warrant Shares, for its own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof. Each
TCW/Crescent Lender agrees and acknowledges that it will not, directly or
indirectly, offer, transfer or sell any Warrant or any Warrant Shares, or
solicit any offers to purchase or acquire any Warrant or any Warrant Shares,
unless the transfer or sale is (i) pursuant to an effective registration
statement under the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "SECURITIES ACT") and has been registered under any
applicable state securities or "blue sky" laws or (ii) pursuant to an exemption
from registration under the Securities Act and all applicable state securities
or "blue sky" laws.
3B. ADDITIONAL INVESTMENT REPRESENTATIONS. Each TCW/Crescent
Lender hereby represents and warrants to the Company that (i) it has such
knowledge and experience in financial and business matters so as to be capable
of evaluating the merits and risks of its investment hereunder, (ii) it is able
to incur a complete loss of such investment, (iii) it is able to bear the
economic risk of such investment for an indefinite period of time and (iv) it is
an "accredited investor" as that term is defined in Regulation D under the
Securities Act.
3C. LEGEND. Each TCW/Crescent Lender hereby acknowledges that the
Company will stamp or otherwise imprint each Warrant with a legend in
substantially the following form:
THIS WARRANT AND ANY SHARES OF STOCK OBTAINABLE UPON ITS EXERCISE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE'S SECURITIES LAWS AND
MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR
PURSUANT TO AN EXEMPTION THEREFROM.
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In connection with the transfer of any Warrant or any Warrant Shares
(other than a transfer pursuant to a public offering registered under the
Securities Act, pursuant to Rule 144 or Rule 144A promulgated under the
Securities Act (or any similar rules then in effect) or to an affiliate of the
TCW/Crescent Lenders), the TCW/Crescent Lenders shall deliver, upon the
reasonable request of the Company, an opinion of counsel, which counsel shall be
knowledgeable in securities laws and which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer may be effected
without registration under the Securities Act. Upon receipt of an opinion of
counsel reasonably satisfactory to the Company to the effect that such legend no
longer applies to any particular Warrant and/or Warrant Shares, the Company
shall promptly issue a replacement Warrant and/or replacement certificate
evidencing such Warrant Shares (as applicable), which does not contain such
legend.
SECTION 4. INSPECTION RIGHTS. The Company shall permit any representatives
designated by the TCW/Crescent Lenders (so long as the TCW/Crescent Lenders or
any Affiliate of the TCW/Crescent Lenders holds any Warrant Shares), upon
reasonable notice and during normal business hours and at such other times as
any such holder may reasonably request, to (i) visit and inspect any of the
properties of the Company and its subsidiaries, (ii) examine the corporate and
financial records of the Company and its subsidiaries and make copies thereof or
extracts therefrom and (iii) discuss the affairs, finances and accounts of the
Company and/or any of its subsidiaries with their respective directors,
officers, key employees and independent accountants (it being understood that
such representatives will keep all non-public information confidential to the
full extent permitted by applicable law).
SECTION 5. MISCELLANEOUS
5A. DEFINITIONS. For the purposes of this Agreement, the following
terms shall have the following meanings:
"AFFILIATE," as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly,
indirectly or beneficially, of the power to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise.
"CONVERTIBLE PREFERRED STOCK" means the Company's Series D
Convertible Preferred Stock, par value $.002 per share, the Company's Series E
Convertible Preferred Stock, par value $.002 per share, and each series of the
Company's Convertible Preferred Stock issued, or from time to time issuable,
pursuant to the Preferred Stock Purchase Agreement with substantially the same
rights and preferences as the Company's Series E Convertible Preferred Stock,
par value $.002 per share (except that the number of shares of the Company's
Common Stock into which such securities are convertible shall be determined as
set forth in the Preferred Stock Purchase Agreement).
-6-
"AUGUST 2000 WARRANT SHARES" means 3,790.795 shares of the Company's
Series E Convertible Preferred Stock, par value $.002 per share, obtained or
obtainable upon exercise of the August 2000 Warrants, as such number of shares
shall be adjusted from time to time in accordance with SECTION 2 of the August
2000 Warrants.
"PERSON" means and includes natural persons, corporations, limited
partnerships, limited liability companies, general partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivision thereof.
"PREFERRED STOCK PURCHASE AGREEMENT" means that certain Amended and
Restated Purchase Agreement by and among, the Company, GTCR Fund VII, L.P., a
Delaware limited partnership, and the TCW/Crescent Lenders, dated as of the date
hereof.
"SUBSEQUENT WARRANT SHARES" means, with respect to a Subsequent
Warrant, the shares issuable upon exercise of such Subsequent Warrant which
shares shall be Convertible Preferred Stock of the same series as the
Convertible Preferred Stock being issued pursuant to the Preferred Stock
Purchase Agreement at such Subsequent Closing.
"TCW/CRESCENT LENDERS" means, collectively, (i) TCW/Crescent
Mezzanine Partners II, L.P., a Delaware limited partnership, (ii) TCW/Crescent
Mezzanine Trust II, a Delaware business trust, (iii) TCW Leveraged Income Trust,
L.P., a Delaware limited partnership, (iv) TCW Leveraged Income Trust II, L.P.,
a Delaware limited partnership, and (v) TCW Leveraged Income Trust IV, L.P., a
Delaware limited partnership.
"WARRANT SHARES" means, collectively, the August 2000 Warrant Shares
and any Subsequent Warrant Shares then outstanding, issued pursuant to this
Agreement.
5B. NOTICES. All notices and other communications provided for
herein shall be dated and in writing and shall be deemed to have been duly given
(i) when delivered, if delivered personally, sent by registered or certified
mail, return receipt requested and postage prepaid, or sent via nationally
recognized overnight courier or via facsimile with confirmation of receipt and
(ii) when received if delivered otherwise, to the party to whom it is directed:
IF TO THE Company:
Synagro Technologies, Inc.
0000 Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Telecopier No.: (000) 0000000
WITH A COPY TO:
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Xxxxx Xxxxxxx & Xxxx LLP
3400 Chase Tower
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Telecopier No.: (000) 000-0000
IF TO THE TCW/CRESCENT LENDERS:
TCW/Crescent Mezzanine Partners II, L.P.
TCW/Crescent Mezzanine Trust II
TCW Leveraged Income Trust, L.P.
TCW Leveraged Income Trust II, L.P.
TCW Leveraged Income Trust IV, L.P.
x/x XXX/Xxxxxxxx Xxxxxxxxx, X.X.X.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
WITH A COPY TO:
GTCR Capital Partners, L.P.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
and
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
and
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Gardere & Xxxxx, L.L.P.
3000 Thanksgiving Tower
0000 Xxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxx
Telecopier No.: (000) 000-0000
or to such other address as any party hereto shall have provided in a written
notice to the others.
5C. ASSIGNMENT. This Agreement and all the provisions hereof shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns; PROVIDED, HOWEVER, that neither
this Agreement nor any rights or obligations hereunder shall be assigned by the
Company or the TCW/Crescent Lenders without the prior written consent of GTCR
Capital Partners, L.P. UNLESS such assignment is by the TCW/Crescent Lenders to
their Affiliates or such assignment is in connection with an assignment or
transfer of the loans made by the TCW/Crescent Lenders under the Loan Agreement
in accordance with the terms thereof.
5D. AMENDMENT. This Agreement may be amended only by a written
instrument signed by the Company, the holders of a majority of the Warrant
Shares and GTCR Capital Partners, L.P.
5E. WAIVER. Any party hereto may (a) extend the time for the
performance of any of the obligations or other acts of the other party hereto,
(b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (c) waive compliance
with any of the agreements or conditions herein. Any agreement on the part of a
party hereto to any such extension or waiver shall only be valid as to such
party if set forth in an instrument in writing signed by such party.
5F. SEVERABILITY. In the event that any one or more of the
provisions hereof, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired; it being
intended that all rights, powers and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.
5G. GOVERNING LAW. All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by and construed
in accordance with the internal laws of the State of Illinois, without giving
effect to any choice of law or other conflict of law provision or rule (whether
of the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.
5H. COUNTERPARTS. This Agreement may be executed in two or more
counterparts (including by means of facsimile), each of which when so executed
and delivered
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shall be deemed to be an original and all of which together shall be deemed to
be one and the same agreement.
5I. DESCRIPTIVE HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of the terms contained herein.
5J. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby (including each Subsequent
Closing), regardless of any investigation made by the TCW/Crescent Lenders or on
its behalf.
5K. PURCHASE PRICES FOR AUGUST 2000 WARRANTS. The Company and each
TCW/Crescent Lender hereby agree that for purposes of Sections 1271 through 1275
of the Internal Revenue Code of 1986, as amended (or any successor statute), the
aggregate original purchase price of the August 2000 Warrants is $3,790,795,
which purchase prices will be used by the Company and each TCW/Crescent Lender,
as appropriate, for financial reporting and income tax purposes.
5L. ENTIRE AGREEMENT. Except as otherwise expressly set forth
herein, this Agreement, the Loan Agreement and the Warrants embody the complete
agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.
* * * *
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IN WITNESS WHEREOF, the parties hereto have caused this TCW/Crescent
Warrant Agreement to be signed by its duly authorized officers as of the date
first written above.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
---------------------------------------
Its: Chairman/CEO
---------------------------------------
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
By: TCW/Crescent Mezzanine II, L.P.
as general partner or managing owner
By: TCW/Crescent Mezzanine, L.L.C.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisors (Bermuda), Limited
as general partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
TCW Investment Management Company,
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (XXXX XX), L.P.
as general partner
By: TCW Advisors (Bermuda), Ltd.
as general partner
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
TCW Investment Management Company,
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW Asset Management Company,
as investment advisor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
By: TCW (XXXX XX), L.L.C., as general partner
By: TCW Asset Management Company,
as its managing member
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
CAPITALIZATION SCHEDULE
SCHEDULE OF TCW/CRESCENT ALLOCATIONS
Tcw/Crescent Lender Tcw/Crescent
------------------- ------------
Lender Allocations
------------------
TCW/CRESCENT MEZZANINE PARTNERS II, L.P. 64.391497%
TCW/CRESCENT MEZZANINE TRUST II 15.608503%
TCW LEVERAGED INCOME TRUST, L.P. 6.666667%
TCW LEVERAGED INCOME TRUST II, L.P. 6.666667%
TCW LEVERAGED INCOME TRUST IV, L.P. 6.666667%
