FIFTH AMENDMENT
Exhibit 99.1
FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of May 20, 2005 (this "Amendment"),
to the Credit Agreement, dated as of June 6, 2002 (as amended pursuant to the
First Amendment, dated as of December 10, 2002, the Second Amendment, dated as
of May 12, 2003, the Third Amendment, dated as of March 29, 2004, and the Fourth
Amendment, dated as of March 10, 2005, and as the same may be further amended
(including pursuant to this Amendment), supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Xxxxxx'x Acquisition Corp., a
Delaware corporation ("Holdings"), Xxxxxx'x, Inc., a Wisconsin corporation (the
"Borrower"), the several banks, financial institutions and other entities from
time to time parties thereto (the "Lenders"), Bear, Xxxxxxx & Co. Inc., as sole
lead arranger and sole bookrunner (in such capacity, the "Lead Arranger"), Bear
Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the
"Administrative Agent"), Canadian Imperial Bank of Commerce, as syndication
agent (in such capacity, the "Syndication Agent"), and the institutions listed
in the Credit Agreement as documentation agents (collectively, in such capacity,
the "Documentation Agents"). Terms defined in the Credit Agreement and not
otherwise defined herein are used herein with the meanings so defined.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower;
WHEREAS, Holdings and the Borrower have requested certain
amendments to the Credit Agreement as more fully set forth herein; and
WHEREAS, the Lenders have agreed to such amendments but only
on the terms and conditions contained in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein,
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terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.
SECTION 2. Amendments to Section 1.1. (a) Section 1.1 of the
-------------------------
Credit Agreement is hereby amended by inserting the following new definitions in
the appropriate alphabetical order:
"Fifth Amendment": the Fifth Amendment to this
---------------
Agreement, dated as of May 20, 2005.
"Fifth Amendment Effective Date": the "Fifth
------------------------------
Amendment Effective Date" under the Fifth Amendment.
SECTION 3. Amendment to Section 3.1. Section 3.1 of the Credit
------------------------
Agreement is hereby amended by inserting a new paragraph (c) at the end thereof
to read as follows:
"(c) The Borrower may from time to time elect to
increase the amount of the Total Revolving Commitments,
provided that, (i) the aggregate amount of increases in the
Total Revolving Commitments effected pursuant to this
paragraph shall not exceed $25,000,000, (ii) each increase
effected pursuant to this paragraph shall be in a minimum
amount of at least $10,000,000 and (iii) no more than two
increases may be effected pursuant to this paragraph after the
Fifth Amendment Effective Date. The Borrower may arrange for
any such increase to be provided by one or more Lenders (each
Lender so agreeing to an increase in its Revolving Commitment,
an "Increasing Lender"), or by one or more banks, financial
institutions or other entities (each such bank, financial
institution or other entity, an "Augmenting Lender"), that
agree to increase their existing Revolving Commitments or
extend Revolving Commitments, as the case may be, provided
that (i) each Augmenting Lender, shall be subject to the
approval of the Borrower and the Administrative Agent (which
approval shall not be unreasonably withheld or delayed) and
(ii) the Borrower and each applicable Increasing Lender or
Augmenting Lender shall execute all such documentation as the
Administrative Agent shall reasonably specify to evidence its
Revolving Commitment and its status as a Revolving Lender.
Increases and new Commitments created pursuant to this clause
shall become effective on the date agreed by the Borrower, the
Administrative Agent and the relevant Increasing Lenders
and/or Augmenting Lenders, and the Administrative Agent shall
notify each affected Lender thereof. Notwithstanding the
foregoing, no increase in the Total Revolving Commitments (or
in the Revolving Commitment of any Lender), shall become
effective under this paragraph unless, (i) on the proposed
date of the effectiveness of such increase, the conditions set
forth in paragraphs (a) and (b) of Section 6.2 shall be
satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a
Responsible Officer of the Borrower and (ii) the
Administrative Agent shall have received (with sufficient
copies for each of the Increasing or Augmenting Lenders)
documents consistent with those delivered on the Effective
Date under paragraphs (h) and (i) of Section 6.1 as to the
corporate power and authority of the Borrower to borrow
hereunder after giving effect to such increase and related
matters and such other documents that the Administrative Agent
shall reasonably request in connection therewith (which may
include amendments to the Security Documents necessary or
advisable in the reasonable good faith judgment of the
Administrative Agent in connection with such increase). On the
effective date of any increase in the Total Revolving
Commitments, (i) each relevant Increasing Lender and
Augmenting Lender shall make available to the Administrative
Agent such amounts in immediately available funds and in
Dollars for the benefit of the other relevant Lenders, as
being required in order to cause, after giving effect to such
increase and the use of such amounts to make payments to such
other relevant Lenders, each Lender's portion of the
outstanding Revolving Loans of all the Lenders to equal its
Revolving Percentage of such outstanding Revolving Loans and
(ii) the Borrower shall be deemed to have repaid and
reborrowed all outstanding Loans as of the date of any
increase in the Revolving Commitments (with such reborrowing
to consist of the Types of Loans, with related Interest
Periods if applicable, specified in a notice delivered by the
Company in accordance with the requirements of Section 3.2).
The deemed payments made pursuant to clause (ii) of the
immediately preceding sentence in respect of each Eurocurrency
Loan shall be subject to indemnification by the Borrower
pursuant to the provisions of Section 4.11 if the deemed
payment occurs other than on the last day of the related
Interest Periods.
SECTION 4. Amendment to Section 8.6. Section 8.6 of the Credit
------------------------
Agreement is hereby amended by deleting the word "and" at the end of paragraph
(f), by deleting the period at the end of paragraph (g) and substituting "; and"
in lieu thereof and by adding the following new paragraph (h):
"(h) the Borrower may pay a one-time cash dividend on
its Capital Stock in an amount up to $85,000,000 on or prior
to the date which is thirty calendar days after the Fifth
Amendment Effective Date."
SECTION 5. Amendment to Section 8.9. Section 8.9 of the Credit
------------------------
Agreement is hereby amended by adding the following language at the end of the
first parenthetical therein:
"and other than, so long as no Default or Event of Default
shall have then occurred and be continuing or would result
therefrom, the optional prepayment, repurchase or redemption
of Senior Subordinated Notes for aggregate cash consideration
not to exceed $50,000,000."
SECTION 6. Conditions to Effectiveness. This Amendment shall
---------------------------
become effective upon the date (the "Fifth Amendment Effective Date") on which
------------------------------
the Administrative Agent shall have received (i) this Amendment, executed and
delivered by a duly authorized officer of each of Holdings, the Borrower and the
Required Lenders and (ii) for the account of each Lender that executes and
delivers this Amendment on or before May 19, 2005, an amendment fee equal to
0.05% of aggregate outstanding principal amount of such Lender's Term B-1 Loans
and Revolving Commitments.
SECTION 7. Representations and Warranties. The Borrower
------------------------------
represents and warrants to the Administrative Agent and the Lenders that as of
the Fifth Amendment Effective Date, after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing and the
representations and warranties made by the Borrower in or pursuant to the Credit
Agreement or any other Loan Document are true and correct in all material
respects on and as of the Fifth Amendment Effective Date as if made on such date
(except to the extent that any such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties
were true and correct in all material respects on and as of such earlier date).
SECTION 8. Effect of Amendment. (a) This Amendment shall not
-------------------
constitute an amendment or waiver of or consent to any provision of the Credit
Agreement not expressly referred to herein and shall not be construed as an
amendment, waiver or consent to any action on the part of the Borrower that
would require an amendment, waiver or consent of the Administrative Agent or the
Lenders except as expressly stated herein. Except as expressly amended hereby,
the provisions of the Credit Agreement are and shall remain in full force and
effect in accordance with its terms.
(b) On and after the Fifth Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein", or words of like import, and each reference to the Credit Agreement in
any other Loan Document shall be deemed a reference to the Credit Agreement as
amended hereby. This Amendment shall constitute a "Loan Document" for all
purposes of the Credit Agreement and the other Loan Documents.
SECTION 9. Costs and Expenses. The Borrower agrees to
------------------
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Amendment, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent.
SECTION 10. Headings. The headings of this Amendment are for
--------
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
SECTION 11. Counterparts. This Amendment may be executed by
------------
one or more of the parties to this Amendment on any number of separate
counterparts (including by facsimile), each of which when so executed and
delivered shall be deemed an original and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
SECTION 12. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
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OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
XXXXXX'X, INC., as Borrower
By: /s/ XXXXXX X. XXXX
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Group Vice President,
Legal, Risk and Treasury,
Corporate Secretary
XXXXXX'X ACQUISITION CORP., as Holdings
By: /s/ XXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
BEAR XXXXXXX CORPORATE LENDING INC.,
as Administrative Agent
By: /s/ XXXX XXXXX
----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
BEAR XXXXXXX CORPORATE LENDING INC.,
By: /s/XXXXXX XXXXXXXXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxxxxxxx
Title: Vice President
ASSOCIATED BANK, N. A.
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXX XXXXXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: AVP
CIBC INC., AS LENDER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXX XXXXXX
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
XXXXXX TRUST & SAVINGS BANK
--------------------------------------
Name of Financial Institution
By: /s/ X. XXXXX PLACE
----------------------------------
Name: X. Xxxxx Place
Title: Director
RZB FINANCE LLC
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXX XXXXX
----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
By: /s/ XXX XXXXXXXXXXX
----------------------------------
Name: Xxx Xxxxxxxxxxx
Title: Vice President
U.S. BANK, N.A.
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
XX XXXXXX CHASE BANK, N.A.
--------------------------------------
Name of Financial Institution
By: /s/ XXXXX XXXXXX
----------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
COMERICA BANK
--------------------------------------
By: /s/XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Account Officer
M&I XXXXXXXX & XXXXXX BANK
--------------------------------------
Name of Financial Institution
By: /s/ XXXX X. XXXXXX
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
By: /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL" NEW YORK BRANCH
--------------------------------------
Name of Financial Institution
By: /s/ XXXX XXXXXXXXX
----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
By: /s/ XXXXX XXXXXXX
----------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Director
GRAYSTON CLO II 2004-1 LTD.
By BEAR XXXXXXX ASSET MANAGEMENT,
INC., AS ITS COLLATERAL MANAGER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXXXX XXXX
----------------------------------
Name: Xxxxxxxx Xxxx
Title: Associate Director
GALLATIN FUNDING I LTD..
By BEAR XXXXXXX ASSET MANAGEMENT,
INC., AS ITS COLLATERAL MANAGER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXXXX XXXX
----------------------------------
Name: Xxxxxxxx Xxxx
Title: Associate Director
BRAYMOOR & CO.
By BEAR XXXXXXX ASSET MANAGEMENT,
INC., AS ITS ATTORNEY-IN-FACT
-----------------------------------
Name of Financial Institution
By: /s/ XXXXXXXX XXXX
----------------------------------
Name: Xxxxxxxx Xxxx
Title: Associate Director
BEAR XXXXXXX LOAN TRUST
By BEAR XXXXXXX ASSET MANAGEMENT,
INC., AS ITS ATTORNEY-IN-FACT
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXXXX XXXX
----------------------------------
Name: Xxxxxxxx Xxxx
Title: Associate Director
GRAYSTON CLO II 2001-01 LTD.
By BEAR XXXXXXX ASSET MANAGEMENT,
INC., AS ITS COLLATERAL MANAGER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXXXX XXXX
----------------------------------
Name: Xxxxxxxx Xxxx
Title: Associate Director
ARCHIMEDES FUNDING III, LTD.
By ING CAPITAL ADVISORS LLC,
AS COLLATERAL MANAGER
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X XXXXXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By ING CAPITAL ADVISORS LLC, AS
COLLATERAL MANAGER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X XXXXXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
ING-ORYX CLO, LTD.
By ING CAPITAL ADVISORS LLC,
AS COLLATERAL MANAGER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X XXXXXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
NEMEAN CLO, LTD.
By ING CAPITAL ADVISORS LLC, AS
INVESTMENT MANAGER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X XXXXXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
SEQUILS-ING I (HBDGM), LTD.
By ING CAPITAL ADVISORS LLC, AS
COLLATERAL MANAGER
--------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X XXXXXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
HANOVER SQUARE CLO LTD.
By Blackstone Debt Advisors L.P. as
Collateral Manager
--------------------------------------
Name of Financial Institution
By: /s/ XXXX XXXXXXX
----------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
MONUMENT PARK CDO LTD.
By Blackstone Debt Advisors L.P. as
Collateral Manager
-------------------------------------
Name of Financial Institution
By: /s/ XXXX XXXXXXX
---------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
LOAN FUNDING VI LLC, FOR ITSELF OR
as Agent for Corporate Loan Funding
VI LLC
-------------------------------------
Name of Financial Institution
By: /s/ XXXX XXXXXXX
---------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
DENALI CAPITAL LLC, MANAGING MEMBER
OF DC FUNDING PARTNERS, PORTFOLIO
MANAGER FOR DENALI CAPITAL CLO I,
LTD, OR AN AFFILIATE
-------------------------------------
Name of Financial Institution
By: /s/ XXXX X. XXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
DENALI CAPITAL LLC, MANAGING MEMBER
OF DC FUNDING PARTNERS, PORTFOLIO
MANAGER FOR DENALI CAPITAL CLO II,
LTD, OR AN AFFILIATE
-------------------------------------
Name of Financial Institution
By: /s/ XXXX X. XXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
DENALI CAPITAL LLC, MANAGING MEMBER
OF DC FUNDING PARTNERS, PORTFOLIO
MANAGER FOR DENALI CAPITAL CLO III,
LTD, OR AN AFFILIATE
-------------------------------------
Name of Financial Institution
By: /s/ XXXX X. XXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Credit Officer
SENIOR DEBT PORTFOLIO
By BOSTON MANAGEMENT AND RESEARCH
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By XXXXX XXXXX MANAGEMENT INVESTMENT
ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO III, LTD
By XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
COSTANITINUS XXXXX XXXXX CDO V, LTD
By XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI, LTD
By XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & CO.
By BOSTON MANAGEMENT AND RESEARCH AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX VT FLOATING-RATE
INCOME FUND
By XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
TOLLI & CO.
By XXXXX XXXXX MANAGEMENT AS
INVESTMENT ADVISOR
-------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX MASTER INTERMEDIATE INCOME
TRUST
-------------------------------------
Name of Financial Institution
By: /s/XXXX XXXXX
---------------------------------
Name: Xxxx Xxxxx
Title: X. X.
XXXXXX PREMIUM INCOME TRUST
-------------------------------------
Name of Financial Institution
By: /s/XXXX XXXXX
---------------------------------
Name: Xxxx Xxxxx
Title: X. X.
XXXXXX DIVERSIFIED INCOME TRUST
-------------------------------------
Name of Financial Institution
By: /s/XXXX XXXXX
---------------------------------
Name: Xxxx Xxxxx
Title: X. X.
XXXXXX VARIABLE TRUST - PVT
DIVERSIFIED INCOME FUND
-------------------------------------
Name of Financial Institution
By: /s/XXXX XXXXX
---------------------------------
Name: Xxxx Xxxxx
Title: X. X.
XXXXX TOWER CDO II
By: Stone Tower Debt Advisors
As its Collateral Manager
-------------------------------------
Name of Financial Institution
By: /s/ W. XXXXXXX XXXXX
---------------------------------
Name: W. Xxxxxxx Xxxxx
Title: Authorized Signatory
NEW YORK LIFE INSURANCE COMPANY
Name of Financial Institution
By: /s/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By New York Life Investment
Management LLC, its Investment
Manager
------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ELF FUNDING TRUST III
By New York Life Investment
Management LLC, as Attorney-in-Fact
------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
NYLIM FLATIRON CLO 2003-1 LTD.
By New York Life Investment
Management LLC, as Collateral
Manager and Attorney-in-Fact
------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
NYLIM FLATIRON CLO 2004-1 LTD.
By New York Life Investment
Management LLC, as Collateral
Manager and Attorney-in-Fact
------------------------------------
Name of Financial Institution
By: /s/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ADDISON CDO, LIMITED
By Pacific Investment Management
Company LLC, as its Investment
Advisor
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
WRIGLEY CDO, LTD.
By Pacific Investment Management
Company LLC, as its Investment
Advisor
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
JISSEKIKUN FUNDING, LTD.
By Pacific Investment Management
Company LLC, as its Investment
Advisor
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
WAVELAND - INGOTS, LTD.
By Pacific Investment Management
Company LLC, as its Investment
Advisor
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
LOAN FUNDING III, LLC
By Pacific Investment Management
Company LLC, as its Investment
Advisor
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
PIMCO FLOATING RATE INCOME FUND
By Pacific Investment Management
Company LLC, as its Investment
Advisor, acting through Investors
Fiduciary Trust Company in the
Nominee Name of IFTCO
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
SEQUILS-MAGNUM, LTD.
By Pacific Investment Management
Company LLC, as its Investment
Advisor
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
AMMC CDO II, LIMITED
By American Money Management Corp.,
as Collateral Manager
------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. ENG
--------------------------------
Name: Xxxxxxx X. Eng
Title: Senior Vice President
FARM CREDIT BANK OF TEXAS AS LENDER
------------------------------------
Name of Financial Institution
By: /s/ XXXX X. X. XXXXXXX
--------------------------------
Name: Xxxx X.X. Xxxxxxx
Title: Vice President Capital
Markets
LIGHT POINT CLO 2004-I, LTD.
Premium Loan Trust I, Ltd.
------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXX XXXX
--------------------------------
Name: Xxxxxxx X. Xxx Xxxx
Title: Managing Director
NATEXIS BANQUES POPULAIRES
------------------------------------
Name of Financial Institution
By: /s/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group
Manager
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
PPM SPYGLASS FUNDING TRUST
------------------------------------
Name of Financial Institution
By: /s/ XXXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Authorized Agent
PPM SHADOW CREEK FUNDING LLC
------------------------------------
Name of Financial Institution
By: /s/ XXXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
NATIONAL COOPERATIVE BANK
------------------------------------
Name of Financial Institution
By: /s/ XXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
