EXHIBIT 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of August 11, 2005, is entered into by and among CENTRAL PARKING CORPORATION, a
Tennessee corporation ("CPC" or the "Parent"), CENTRAL PARKING SYSTEM, INC., a
Tennessee corporation ("CPS"), ALLRIGHT CORPORATION, a Delaware corporation
("Allright"), XXXXXX SYSTEM, INC., a Delaware corporation ("Xxxxxx"), CPS
FINANCE, INC., a Delaware corporation ("CPSF"), CENTRAL PARKING SYSTEM OF
TENNESSEE, INC., a Tennessee corporation ("CPST"), (CPC, CPS, Allright, Xxxxxx,
CPSF and CPST are hereinafter referred to individually as a "Borrower" and
collectively as the "Borrowers"), the Subsidiary Guarantors, the Lenders party
to the Existing Credit Agreement (defined below) (the "Lenders") and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each,
as defined herein).
W I T N E S S E T H
WHEREAS, the Borrowers, the Subsidiary Guarantors, the Lenders party
thereto, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents entered into that certain Credit Agreement, dated as of
February 28, 2003, as amended by that certain First Amendment to Credit
Agreement, dated as of August 12, 2003, as amended by that certain Second
Amendment to Credit Agreement, dated as of June 4, 2004, as amended by that
certain Third Amendment to Credit Agreement, dated as of January 25, 2005 (as
further amended, modified, extended, renewed, restated, replaced or increased
from time to time, the "Existing Credit Agreement"); and
WHEREAS, the Parent has requested, and the Lenders have agreed, to
amend the Existing Credit Agreement as provided 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:
PART I
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement
as amended hereby.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Fourth Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II.
SUBPART 2.1 Amendments to Section 1.01. Section 1.01 of the Existing
Credit Agreement is hereby amended to add the following new definitions each in
their appropriate alphabetical order:
"Designated Share Repurchase" means that certain plan approved
or to be approved by the Parent's Board of Directors on or about the
Fourth Amendment Effective Date, authorizing the Parent to effect the
buy-back of the Capital Stock of the Parent in an amount not to exceed
$75,000,000 in the aggregate.
"Fourth Amendment Effective Date" means August 11, 2005.
SUBPART 2.2 Amendment to Section 2.05(b)(iii). Subclause (iii) of
Section 2.05(b) of the Existing Credit Agreement is hereby amended and restated
in its entirety as follows:
(iii) Dispositions and Involuntary Dispositions. If the
Consolidated Leverage Ratio as of the end of the fiscal quarter most
recently ended prior to the date of each such Disposition or
Involuntary Disposition is greater than 3.00 to 1.0, the Borrowers
shall prepay the Loans and Cash Collateralize the L/C Obligations as
hereinafter provided in an aggregate amount equal to 100% of the Net
Cash Proceeds of all Dispositions and Involuntary Dispositions
aggregating in excess of $2,500,000 in any one fiscal year to the
extent that within 365 days after the date of the applicable
Disposition or Involuntary Disposition, the excess is not either (x)
used to purchase, repurchase or redeem Capital Stock of the Parent to
the extent permitted by Section 8.02(l) or Section 8.02(n) or to pay or
make additional dividends or other distributions to the extent
permitted by Section 8.06(d)(ii) or Section 8.06(d)(iv) or (y)
reinvested in Property useful in the Businesses. Such prepayment shall
be due immediately upon the expiration of the 365 day period to the
extent the $2,500,000 threshold has been exceeded, and shall be applied
as set forth in clause (vi) below).
SUBPART 2.3 Amendment to Section 8.02. Clause (l) of Section 8.02 of
the Existing Credit Agreement is hereby amended and restated in its entirety as
follows and a new clause (n) is hereby inserted following clause (m) of Section
8.02:
8.02 INVESTMENTS.
Make any Investments, except:
*****
(l) Investments consisting of the purchase, repurchase or
redemption of the Capital Stock of the Parent to the extent that (i) if
the Consolidated Senior Leverage Ratio as of the end of the fiscal
quarter most recently ended prior to the date of, and after giving
effect to, such proposed purchase, repurchase or redemption is less
than 2.50 to 1.00, the
2
aggregate amount of all such purchases, repurchases or redemptions and
all dividends or other distributions made pursuant to Section
8.06(d)(ii) following the Fourth Amendment Effective Date shall not
exceed $100,000,000 and (ii) if the Consolidated Senior Leverage Ratio
as of the end of the fiscal quarter most recently ended prior to the
date of, and after giving effect to, such proposed purchase, repurchase
or redemption is greater than or equal to 2.50 to 1.00 but less than
3.75 to 1.00 (or the then applicable covenant requirement under Section
8.11(a), if less than 3.75 to 1.00), the aggregate amount of all such
purchases, repurchases or redemptions and all dividends or other
distributions made pursuant to Section 8.06(d)(ii) following the Fourth
Amendment Effective Date shall not exceed the sum of $35,000,000 plus
an amount equal to the lesser of (x) $15,000,000 and (y) 100% of the
Net Cash Proceeds from Dispositions not required to prepay the Loans or
Cash Collateralize the L/C Obligations pursuant to Section 2.05(b)(iii)
and not otherwise reinvested by the Borrower during the applicable 365
day period following each such Disposition as permitted by Section
2.05(b)(iii); provided, however, that if the Consolidated Senior
Leverage Ratio as of the end of the fiscal quarter most recently ended
prior to the date of, or after giving effect to, such proposed
purchase, repurchase or redemption is greater than or equal to 3.75 to
1.00 (or the then applicable covenant requirement under Section
8.11(a), if less than 3.75 to 1.00), no such Investments shall be
permitted (it is understood and agreed that this clause (l) is a
limitation on such Investments on a prospective basis only and that a
Default or Event of Default shall not occur under this clause (l)
retroactively);
*****
(n) Investments consisting the purchase, repurchase or
redemption of the Capital Stock of the Parent in connection with the
Designated Share Repurchase in an aggregate amount not to exceed
$75,000,000.
SUBPART 2.4 Amendment to Section 8.05. Section 8.05 of the Existing
Credit Agreement is hereby amended and restated in its entirety as follows:
8.05 DISPOSITIONS.
Make any Disposition unless (a) the consideration paid in
connection therewith shall be cash or Cash Equivalents and shall be in
an amount not less than the fair market value of the Property disposed
of, (b) if such transaction is a Sale and Leaseback Transaction, such
transaction is not prohibited by the terms of Section 8.15, (c) such
transaction does not involve the sale or other disposition of a
minority equity interest in any Consolidated Party, (d) such
transaction does not involve a sale or other disposition of receivables
other than receivables owned by or attributable to other Property
concurrently being disposed of in a transaction otherwise permitted
under this Section 8.05, (e) the aggregate net book value of any
individual Real Property asset sold or otherwise disposed of by the
Consolidated Parties in such Disposition shall not exceed $15,000,000
(other than with respect to the Sale Properties), (f) the aggregate net
book value of all of the assets sold or otherwise disposed of by the
Consolidated Parties in all such transactions during any fiscal year
shall not exceed $35,000,000 (other than with respect to the Sale
Properties), (g) no later than five (5) Business Days prior to the
consummation of any such Disposition that is in an amount of
$10,000,000 or more, the Parent shall have delivered to the
Administrative Agent (i) a Pro Forma Compliance Certificate
demonstrating that, upon giving effect on a Pro Forma Basis to such
transaction, the Loan Parties would be in
3
compliance with the financial covenants set forth in Section
8.11(a)-(d) as of the most recent fiscal quarter end with respect to
which the Administrative Agent has received the Required Financial
Information and (ii) a certificate of a Responsible Officer of the
Parent specifying the anticipated date of such Disposition, briefly
describing the assets to be sold or otherwise disposed of and setting
forth the net book value of such assets, the aggregate consideration
and the Net Cash Proceeds to be received for such assets in connection
with such Disposition and (h) the Loan Parties shall comply with the
terms of Section 2.05(b)(iii). Pending final application of the Net
Cash Proceeds of any Disposition, to the extent required, the
Consolidated Parties may apply such Net Cash Proceeds to temporarily
reduce the Revolving Loans or to make Investments in Cash Equivalents.
SUBPART 2.5 Amendment to Section 8.06(d). Clause (d) of Section 8.06 of
the Existing Credit Agreement is hereby amended and restated in its entirety as
follows:
8.06 RESTRICTED PAYMENTS.
Declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so,
other than:
*****
(d) provided that no Event of Default has occurred and is
continuing or would occur as a result, the Parent may declare, make and
pay (i) annual cash dividends and other cash distributions in an amount
not to exceed the lesser of (A) $10,000,000 and (B) fifty percent (50%)
of Consolidated Net Income during the preceding fiscal year, (ii)
additional cash dividends and other cash distributions to the extent
that (A) if the Consolidated Senior Leverage Ratio as of the end of the
fiscal quarter most recently ended prior to the date of, and after
giving effect to, such proposed dividend or distribution is less than
2.50 to 1.00, the aggregate amount of all such dividends and other cash
distributions pursuant to this clause (ii) plus the aggregate amount of
all purchases, repurchases or redemptions made pursuant to Section
8.02(l) following the Fourth Amendment Effective Date shall not exceed
$100,000,000 and (B) if the Consolidated Senior Leverage Ratio as of
the end of the fiscal quarter most recently ended prior to the date of,
and after giving effect to, such proposed dividend or distribution is
greater than or equal to 2.50 to 1.00 but less than 3.75 to 1.00 (or
the then applicable covenant requirement under Section 8.11(a), if less
than 3.75 to 1.00), the aggregate amount of all such dividends and
other cash distributions pursuant to this clause (ii) plus the
aggregate amount of all purchases, repurchases or redemptions made
pursuant to Section 8.02(l) following the Fourth Amendment Effective
Date shall not exceed the sum of $35,000,000 plus an amount equal to
the lesser of (x) $15,000,000 and (y) 100% of the Net Cash Proceeds
from Dispositions not required to prepay the Loans or Cash
Collateralize the L/C Obligations pursuant to Section 2.05(b)(iii) and
not otherwise reinvested by the Borrower during the applicable 365 day
period following each such Disposition as permitted by Section
2.05(b)(iii); provided, however, if the Consolidated Senior Leverage
Ratio as of the end of the fiscal quarter most recently ended prior to
the date of, or after giving effect to, such proposed dividend or
distribution is greater than or equal to 3.75 to 1.00 (or the then
applicable covenant requirement under Section 8.11(a), if less than
3.75 to 1.00), no such additional dividends or distributions shall be
permitted (it is understood and agreed that this subclause (ii) is a
limitation on such additional cash dividends and other cash
distributions on a prospective basis only and that
4
a Default or Event of Default shall not occur under this subclause (ii)
retroactively), (iii) dividends on the Preferred Stock on the dates and
at the rate set forth in the description of the Preferred Stock
contained in Schedule 1.02 and (iv) purchases, repurchases or
redemptions by the Parent of its Capital Stock in connection with the
Designated Share Repurchase in an amount not to exceed $75,000,000; and
SUBPART 2.6 Amendment to Section 8.11. Clauses (a), (b) and (d) of
Section 8.11 of the Existing Credit Agreement are hereby amended and restated in
their entirety as follows:
8.11 FINANCIAL COVENANTS.
(a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as of the end of any fiscal quarter of the Parent ending
during a period specified below to be greater than the ratio set forth
below opposite such fiscal quarter:
September 30, 2005 through December 31, 2005 5.25 to 1.00
January 1, 2006 through March 31, 2006 4.50 to 1.00
June 30, 2006 and thereafter 3.50 to 1.00
(b) Consolidated Senior Leverage Ratio. Permit the
Consolidated Senior Leverage Ratio as of the end of any fiscal quarter
of the Parent ending during a period specified below to be greater than
the ratio set forth below opposite such fiscal quarter:
September 30, 2005 through December 31, 2005 4.00 to 1.00
January 1, 2006 through March 31, 2006 3.25 to 1.00
June 30, 2006 and thereafter 2.50 to 1.00
*****
(d) Consolidated Net Worth. Permit Consolidated Net Worth at
any time to be less than the sum of $390,000,000, increased on a
cumulative basis as of the end of each fiscal quarter of the Parent, by
an amount equal to (i) 50% of cumulative Consolidated Net Income (to
the extent positive) for each fiscal quarter ended subsequent to
September 30, 2004 plus (ii) 100% of the Net Cash Proceeds from Equity
Issuances occurring subsequent to September 30, 2004 minus (iii) the
aggregate amount of all Restricted Payments following the Fourth
Amendment Effective Date made pursuant to clauses (l) and (n) of
Section 8.02 and subclauses (ii) and (iv) of Section 8.06(d).
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Fourth Amendment Effective Date. This Amendment shall be
and become effective as of the Fourth Amendment Effective Date when all of the
conditions set forth in this Part III shall have been satisfied, and thereafter
this Amendment shall be known, and may be referred to, as the "Amendment".
SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative
Agent shall have received counterparts of this Amendment, which collectively
shall have been duly
5
executed on behalf of each of the Borrowers, the Guarantors, the Required
Lenders and the Administrative Agent.
SUBPART 3.3 Amendment Fee. The Administrative Agent shall have received
for the account of each Lender an amendment fee in the amount heretofore agreed
to be paid to such Lender.
SUBPART 3.4 Fees and Expenses. The Parent shall have paid all
reasonable fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment and the other transactions
contemplated herein including, without limitation, the reasonable legal fees and
expenses of Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent.
SUBPART 3.5 Other Items. The Administrative Agent shall have received
such other documents, agreements or information that may be reasonably requested
by the Administrative Agent.
PART IV
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. The Borrowers hereby
represent and warrant to the Administrative Agent and the Lenders that, after
giving effect to this Amendment, (a) no Default or Event of Default exists under
the Amended Credit Agreement and (b) the representations and warranties set
forth in Article VI of the Existing Credit Agreement are, subject to the
limitations set forth therein, true and correct as of the date hereof (except
for those which expressly relate to an earlier date).
SUBPART 4.2 Reaffirmation of Obligations. The Borrowers hereby ratify
the Existing Credit Agreement and acknowledge and reaffirm (a) that they are
bound by all terms of the Amended Credit Agreement applicable to them and (b)
that they are responsible for the observance and full performance of their
respective obligations under the Amended Credit Agreement.
SUBPART 4.3 Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.4 Instrument Pursuant to Existing Credit Agreement. This
Amendment is executed pursuant to the Existing Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and
applied in accordance with the terms and provisions of the Existing Credit
Agreement.
SUBPART 4.5 References in Other Credit Documents. At such time as this
Amendment shall become effective pursuant to the terms of Subpart 3.1, all
references to the "Credit Agreement" in the Existing Credit Agreement (and
similar references, such as "hereof" and "hereto") and in the other Loan
Documents shall be deemed to refer to the Existing Credit Agreement as amended
by this Amendment.
SUBPART 4.6 Counterparts/Telecopy. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of
6
which shall constitute together but one and the same agreement. Delivery of
executed counterparts of the Amendment by facsimile (including electronic mail)
shall be effective as an original and shall constitute a representation that an
original shall be delivered.
SUBPART 4.7 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).
SUBPART 4.8 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 4.9 General. Except as amended hereby, the Existing Credit
Agreement and all other Credit Documents shall continue in full force and
effect.
[Remainder of Page Intentionally Left Blank]
7
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Credit Agreement as of the date first above written.
BORROWERS: CENTRAL PARKING CORPORATION,
a Tennessee corporation
By: /s/ Monroe J. Carell, Jr.
---------------------------------
Name: Monroe J. Carell, Jr.
-------------------------------
Title: Executive Chairman
------------------------------
CENTRAL PARKING SYSTEM, INC.,
a Tennessee corporation
ALLRIGHT CORPORATION,
a Delaware corporation
XXXXXX SYSTEM, INC.,
a Delaware corporation
CPS FINANCE, INC.,
a Delaware corporation
CENTRAL PARKING SYSTEM OF TENNESSEE, INC.,
a Tennessee corporation
By: /s/ Monroe J. Carell, Jr.
---------------------------------
Name: Monroe J. Carell, Jr.
-------------------------------
Title: Executive Chairman
------------------------------
GUARANTORS: CENTRAL PARKING SYSTEM OF NEW YORK, INC.,
a Tennessee corporation
XXXXXX PARKING SYSTEM, INC.,
a New York corporation
CENTRAL PARKING SYSTEM OF PENNSYLVANIA,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF VIRGINIA, INC.
(F/K/A DIPLOMAT PARKING CORP.),
a DC corporation
CENTRAL PARKING SYSTEM OF TEXAS, INC.,
a Texas corporation
CENTRAL PARKING SYSTEM OF OHIO, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF FLORIDA, INC.,
a Tennessee corporation
ALLRIGHT NEW YORK PARKING, INC.,
a New York corporation
CENTRAL PARKING SYSTEM OF NEW JERSEY,
INC., a New Jersey corporation
CENTRAL PARKING SYSTEM OF GEORGIA, INC.,
a Tennessee corporation
USA PARKING SYSTEM, INC. (F/K/A XXXXXX, INC.),
a Tennessee corporation
CENTRAL PARKING SYSTEM OF LOUISIANA, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF MARYLAND, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM REALTY OF NEW YORK,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF WASHINGTON, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF MISSOURI, INC.
(F/K/A CPS-ST. LOUIS, INC.),
a Tennessee corporation
CENTRAL PARKING SYSTEM OF WISCONSIN, INC.,
a Tennessee corporation
By: /s/ Monroe J. Carell, Jr.
--------------------------------
Name: Monroe J. Carell, Jr.
------------------------------
Title: Executive Chairman
-----------------------------
of each of the foregoing Guarantors
[signature pages continue]
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Ronaldo Naval
-------------------------------------
Name: Ronaldo Naval
-----------------------------------
Title: Vice President
----------------------------------
LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C
Issuer and Swing Line Lender
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Title: Senior Vice President
---------------------------------
LENDER
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
Sun Trust Bank
LENDER
By: /s/ Xxxxxxx X XxXxxx
----------------------------
Name: Xxxxxxx X XxXxxx
Title: Assistant Vice President
US Bank, N.A.
COMERICA BANK
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Account Officer
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director, Multinational
Corporate Team
AMSOUTH BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
LENDER
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
Mizuho Corporate Bank
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
REGIONS BANK
By: /s/ Xxxxx X Xxxxxxxx
----------------------------
Name: Xxxxx X Xxxxxxxx
Title: Vice President
FIFTH THIRD BANK, N.A.
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
FIRST TENNESSEE BANK N.A.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
LANDMARK CDO LIMITED
By Aladdin Capital Management LLC
as Manager
/s/ Xxxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
LANDMARK II CDO LIMITED
By Aladdin Capital Management LLC
as Manager
/s/ Xxxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
LANDMARK III CDO LIMITED
By Aladdin Capital Management LLC
as Manager
/s/ Xxxxxxxxx X Xxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AMMC CLO III, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AMERIPRISE CERTIFICATE COMPANY
By: RiverSource Investments, LLC as
Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
CENTURION CDO II, LTD.
By: RiverSource Investments, LLC as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
CENTURION CDO VI, LTD.
By: RiverSource Investments, LLC as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
IDS LIFE INSURANCE COMPANY
By: RiverSource Investments, LLC as
Collateral Manager
LENDER
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
SEQUILS-CENTURION V, LTD.
By: RiverSource Investments, LLC as
Collateral Manager
LENDER
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
VENTURE CDO 2002 LIMITED
BY ITS INVESTMENT ADVISOR, MJX ASSET
MANAGEMENT LLC
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: Director
VENTURE II CDO 2002 LIMITED
BY ITS INVESTMENT ADVISOR, MJX ASSET
MANAGEMENT LLC
By: /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: Director
47TH STREET FUNDING II INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
BANK OF MONTREAL
By: Him Monegy, Inc as agent
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Vice-President, HIM Monegy Inc
BLACK DIAMOND CLO 2005-1 LTD.
BY: BLACK DIAMOND CAPITAL MANAGEMENT,
L.L.C., AS ITS COLLATERAL MANAGER
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: President & Managing Partner
Black Diamond Capital
Management, L.L.C.
BLACK DIAMOND CLO 2005-2 LTD.
BY: BLACK DIAMOND CAPITAL MANAGEMENT,
L.L.C., AS ITS COLLATERAL MANAGER
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: President & Managing Partner
Black Diamond Capital
Management, L.L.C.
BLACK DIAMOND INTERNATIONAL FUNDING
LTD.
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Director
BLACKROCK SENIOR LOAN TRUST
MAGNETITE IV CLO, LIMITED
MAGNETITE V CLO, LIMITED
By: /s/ Xxx Xxxxxxx
----------------------------
Name: Xxx Xxxxxxx
Title: Authorized Signatory
HANOVER SQUARE CLO LTD.
BY: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER
By: /s/ Xxxx Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
MONUMENT PARK CDO LTD.
BY: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER
By: /s/ Xxxx Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
UNION SQUARE CDO LTD.
BY: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER
By: /s/ Xxxx Xxxxxxx
-------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
AURUM CLO 2002-1, LTD.
BY: COLUMBIA MANAGEMENT ADVISORS, INC.
AS INVESTMENT MANAGER
By: /s/ Xxxx X. Xxxxx
-------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
FLAGSHIP CLO IV
BY: Flagship Capital Management, Inc.
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Title: Director
APEX (IDM) CDO I, LTD.
BABSON CLO LTD. 2003-I
BABSON CLO LTD. 2004-II
SUFFIELD CLO, LIMITED
By: Babson Capital Management LLC
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC
as Investment Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
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
XXXX & XXXXXXX XXXXX FOUNDATION
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx, CFA
Title: Managing Director
FLAGSHIP CLO 2001-1
BY: FLAGSHIP CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Director
FLAGSHIP CLO II
BY: FLAGSHIP CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Director
LONG LANE MASTER TRUST IV
By: /s/ Xxx X. Xxxxxx
-----------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
GENERAL ELECTRIC CAPITAL CORPORATION,
AS ADMINISTRATOR FOR, XXXXXXX CLO
HOLDING LLC
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: XXXXXX X. XXXXXXX
Title: DULY AUTHORIZED SIGNATORY
HARCH-CLO II LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: AUTHORIZED SIGNATORY
BLUE SQUARE FUNDING LIMITED SERIES 3
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General
Partner
By: /s/ Xxxx Xxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General
Partner of Highland Capital
Management, L.P.
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General
Partner
By: /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General
Partner of Highland Capital
Management, L.P.
RESTORATION FUNDING CLO, LTD
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General
Partner
By: /s/ Xxxx Xxxxxxxx
-----------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General
Partner of Highland Capital
Management, X.X.
XXXXXX XXXXXXX PRIME INCOME TRUST
By: /s/ Xxxxx X. Xxx
------------------------
Name: Xxxxx X. Xxx
Title: Vice President
NATIONWIDE MUTUAL INSURANCE COMPANY
By: [ILLEGIBLE]
------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
BOSTON HARBOR CLO 2004-1, LTD.
/s/ Xxxx Xxxxx
-----------------------
By: Xxxx Xxxxx
Title: V.P.
SANKATY ADVISORS, LLC AS COLLATERAL
Manager for XXXXX POINT CLO LTD.,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR/PORTFOLIO
MANAGER
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL I -
INGOTS, LTD., AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL II-
INGOTS, LTD., AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL III CLO,
LIMITED, AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
HARBOUR TOWN FUNDING LLC
By: /s/ M. Xxxxxxxx Xxxxxxx
----------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR LOAN FUNDING XI LLC,
AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR RACE POINT CLO,
LIMITED, AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR RACE POINT II CLO,
LIMITED, AS TERM LENDER
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
WB LOAN FUNDING 2, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Associate
EAGLE LOAN TRUST
BY: XXXXXXXXX CAPITAL PARTNERS, LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX ARBITRAGE CDO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
BY: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX BRISTOL CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX CARRERA CLO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS ASSET MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX CLO LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
WINDSOR LOAN FUNDING, LIMITED
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS INVESTMENT MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
SUNAMERICA LIFE INSURANCE COMPANY
BY: AIG GLOBAL INVESTMENT CORP., INC.
ITS INVESTMENT ADVISOR, AS A LENDER
By: /s/ W. Xxxxxxx Xxxxxx
-------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
GALAXY CLO 1999-1, LTD.
BY: AIG GLOBAL INVESTMENT CORP., INC.
ITS COLLATERAL MANAGER, AS A LENDER
By: /s/ W. Xxxxxxx Xxxxxx
-------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
GALAXY CLO 2003-1, LTD.
BY: AIG GLOBAL INVESTMENT CORP., INC.
ITS COLLATERAL MANAGER, AS A LENDER
By: /s/ W. Xxxxxxx Xxxxxx
-------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
KZH SOLEIL LLC, as a Lender
By: /s/ Xxxxx Xxx
-------------------------------
Name: XXXXX XXX
Title: AUTHORIZED AGENT
KZH SOLEIL-2 LLC, as a Lender
By: /s/ Xxxxx Xxx
-------------------------------
Name: XXXXX XXX
Title: AUTHORIZED AGENT
XXX XXXXXX
SENIOR INCOME TRUST
BY: XXX XXXXXX ASSET MANAGEMENT
BY: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
XXX XXXXXX
SENIOR LOAN FUND
By: XXX XXXXXX ASSET MANAGEMENT
BY: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
