EXHIBIT 10.55
AMENDMENT NUMBER ONE AND WAIVER, dated as of June 2, 1997
("Amendment"), to the Credit Agreement dated as of January 8, 1997 (the "Credit
Agreement"), among COINMACH CORPORATION, a Delaware corporation (the
"Borrower"), COINMACH LAUNDRY CORPORATION, a Delaware corporation ("Holdings"),
the lending institutions from time to time party thereto (each a "Bank" and
collectively, the "Banks"), BANKERS TRUST COMPANY, as Administrative Agent,
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Syndication Agent and XXXXXX
COMMERCIAL PAPER, INC., as Documentation Agent (the "Agents"). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Agent and the Banks
amend certain provisions of the Credit Agreement;
WHEREAS, the Agents and the Banks have considered and agreed to the
Borrower's requests, upon the terms and conditions set forth in this Amendment;
WHEREAS, the consent of the Requisite Banks is necessary to effect
this Amendment;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION ONE - WAIVER.
----------- ------
The Banks hereby waive compliance by the Borrower of Section 4.02(f)
of the Credit Agreement with respect to the Additional Tranche B Term Loan.
SECTION TWO - AMENDMENTS TO CREDIT AGREEMENT.
----------- ------------------------------
Section One, effective as of June 2, 1997 (the "Amendment Effective Date").
2.1. Amendments to Section 1 of the Credit Agreement
-----------------------------------------------
(a) Section 1.01 shall be amended by deleting clause (b) thereof
in its entirety and substituting in its place the following:
-2-
"(b) Subject to and upon the terms and conditions set forth herein,
each Bank with an Initial Tranche B Term Loan Commitment ("Initial Tranche
---------------
B Term Loan Banks") severally agrees to make on the Effective Date a term
------------------
loan (each such term loan, a "Initial Tranche B Term Loan" and,
---------------------------
collectively, the "Initial Tranche B Term Loans") to the Borrower, which
----------------------------
Initial Tranche B Term Loans (i) shall be made and initially maintained as
a single Borrowing of Base Rate Loans (subject to the option to convert
such Initial Tranche B Term Loans pursuant to Section 1.06); provided that,
except as otherwise specifically provided in Section 1.10(b), all Initial
Tranche B Term Loans comprising the same Borrowing shall at all times be of
the same Type, and (ii) shall equal for each Bank, in initial aggregate
principal amount, an amount which equals the Initial Tranche B Term Loan
Commitment of such Bank on the Effective Date (before giving effect to any
reductions thereto on such date pursuant to Section 3.03(b)). Once repaid,
Initial Tranche B Term Loans incurred hereunder may not be reborrowed."
(b) Section 1.01 shall be further amended by inserting the
following at the end of Section 1.01(e):
"(f) Subject to and upon the terms and conditions set forth herein,
each Bank with an Additional Tranche B Term Loan Commitment ("Additional
----------
Tranche B Term Loan Banks") severally agrees to make on the Amendment
---------------------------
Effective Date a term loan (each such term loan, an "Additional Tranche B
Term Loan" and, collectively, the "Additional Tranche B Term Loans") to the
Borrower, which Tranche B Term Loans (i) shall be made and initially
maintained as a single Borrowing of Base Rate Loans (subject to the option
to convert such Tranche B Term Loans pursuant to Section 1.06); provided
that, except as otherwise specifically provided in Section 1.10(b), all
Tranche B Term Loans comprising the same Borrowing shall at all times be of
the same Type, and (ii) shall equal for each Bank, in initial aggregate
principal amount, an amount which equals the Additional Tranche B Term Loan
Commitment of such Bank on the Amendment Effective Date (before giving
effect to any reductions thereto on such date pursuant to Section 3.03(b)).
Once repaid, Additional Tranche B Term Loans incurred hereunder may not be
reborrowed."
-3-
(c) Section 1.05(a) shall be amended by inserting the word "Initial"
before the terms "Tranche B Term Loans" and "Tranche B Term Notes" in its clause
(ii) and deleting the "and" before clause (iv) and adding the following
additional clause at the end thereto: "and (v) if an Additional Tranche B Term
Loan, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-5 with blanks appropriately completed in
-----------
conformity herewith (each, an "Additional Tranche B Term Note" and,
------------------------------
collectively, the "Additional Tranche B Term Notes")."
---------------------------------
(d) Section 1.05(c) shall be amended by inserting the word "Initial"
before the terms "Tranche B Term Note" and "Tranche B Term Loans".
(e) Section 1.05 shall be amended by inserting the following at the
end of Section 1.05(f):
"(g) The Additional Tranche B Term Note issued to each Bank shall (i)
be executed by the Borrower, (ii) be payable to the order of such Bank and
be dated the Amendment Effective Date, (iii) be in a stated principal
amount equal to the Additional Tranche B Term Loans made by such Bank on
the Amendment Effective Date and be payable in the principal amount of
Additional Tranche B Term Loans evidenced thereby, (iv) mature on the
Tranche B Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary prepayments as provided in Section 4.01 and mandatory repayment
as provided in Section 4.02 and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents."
2.2. Amendment to Section 4 of the Credit Agreement
----------------------------------------------
(a) Section 4.02(d) shall be amended by deleting the table
contained thereof in its entirety and substituting the following tables
therefor:
"Initial Tranche B Scheduled Repayment Date Amount
------------------------------------------ ------
Semi-Annual Payment Date in June, 1997 $ 500,000
Semi-Annual Payment Date in Dec., 1997 $ 500,000
Semi-Annual Payment Date in June, 1998 $ 500,000
-4-
Semi-Annual Payment Date in Dec., 1998 $ 500,000
Semi-Annual Payment Date in June, 1999 $ 500,000
Semi-Annual Payment Date in Dec., 1999 $ 500,000
Semi-Annual Payment Date in June, 2000 $ 500,000
Semi-Annual Payment Date in Dec., 2000 $ 500,000
Semi-Annual Payment Date in June, 2001 $ 500,000
Semi-Annual Payment Date in Dec., 2001 $ 500,000
Semi-Annual Payment Date in June, 2002 $ 500,000
Semi-Annual Payment Date in Dec., 2002 $ 500,000
Semi-Annual Payment Date in June, 2003 $ 31,333,333
Semi-Annual Payment Date in Dec., 2003 $ 31,333,333
Semi-Annual Payment Date in June, 2004 $ 31,333,334
Additional Tranche B Scheduled Repayment Date Amount
--------------------------------------------- ------
Semi-Annual Payment Date in Dec., 1997 $ 300,000
Semi-Annual Payment Date in June, 1998 $ 300,000
Semi-Annual Payment Date in Dec., 1998 $ 300,000
Semi-Annual Payment Date in June, 1999 $ 300,000
Semi-Annual Payment Date in Dec., 1999 $ 300,000
Semi-Annual Payment Date in June, 2000 $ 300,000
Semi-Annual Payment Date in Dec., 2000 $ 300,000
Semi-Annual Payment Date in June, 2001 $ 300,000
Semi-Annual Payment Date in Dec., 2001 $ 300,000
Semi-Annual Payment Date in June, 2002 $ 300,000
Semi-Annual Payment Date in Dec., 2002 $ 300,000
Semi-Annual Payment Date in June, 2003 $ 18,900,000
Semi-Annual Payment Date in Dec., 2003 $ 18,900,000
Semi-Annual Payment Date in June, 2004 $ 18,900,000"
-5-
2.3. Amendments to Section 11 of the Credit Agreement
------------------------------------------------
(a) Section 11.01 shall be amended by adding the following new
definitions, in the appropriate alphabetical order.
"'Additional Tranche B Term Loan' shall have the meaning provided in
Section 1.01(f)."
"'Additional Tranche B Term Note' shall have the meaning provided in
Section 1.05(a)."
"'Amendment No. 1' shall mean Amendment Number One and Waiver dated
as of June 2, 1997 to this Agreement.'
"'Initial Tranche B Term Loan' shall have the meaning provided in
Section 1.01(b)."
"'Initial Tranche B Term Note shall have the meaning provided in
Section 1.05(a)."
(b) Section 11.01 shall be amended as follows:
"Permitted Acquisition" shall be amended by deleting the definition
thereof and replacing it with the following:
"'Permitted Acquisition' shall mean (a) the merger or consolidation of
any Person into Holdings or any Wholly Owned Subsidiary of Holdings or (b) the
acquisition by Holdings or its Subsidiaries of all or substantially all of the
assets of any Person (or all or substantially all of the assets of a product
line or division of any Person) not already a Subsidiary of Holdings or 100% of
the capital stock of any such Person; provided that any such merger,
--------
consolidation or acquisition shall only be a Permitted Acquisition so long as
(A) no Default or Event of Default exists (or will result from such
acquisitions), (B) pro forma for such acquisitions and the financings incurred
and conforming accounting adjustments made in connection therewith, (x) the
Consolidated Adjusted Senior Leverage Ratio of Holdings is less than 2.25:1.00;
and (y) the Consolidated Adjusted Leverage Ratio of Holdings is less than
4.50:1.00; and (C) such Permitted Acquisition is funded with (i) cash and Cash
Equivalents as reflected on the consolidated balance sheet of Holdings as of the
date of such Permitted Acquisition, (ii) Revolving Loans in an aggregate
principal amount at any time outstanding not to exceed $45,000,000, (iii)
Holdings Common Stock or (iv) as to any Permitted Acquisition
-6-
consummated within one year of the Effective Date, proceeds of either
Indebtedness incurred pursuant to Section 9.04(h) or the sale or issuance of
equity securities (subject to the provisions of 4.02(e)) (v) any Indebtedness
permitted by Section 9.04, or (vi) any combination of these items referred to in
subclauses (i), (ii), (iii) or (iv) of this clause (c); provided, however, that
for any Permitted Acquisition funded solely in accordance with either subclause
(i), (ii), (v) or (vi) of this clause (C), the total consideration, after the
first anniversary of the Effective Date, shall be limited to $20,000,000 unless
otherwise agreed to by the Agents; and provided further, that to the extent any
such Permitted Acquisition or series of Permitted Acquisitions funded pursuant
to subclause (iv) of this clause (C) is not made by the Borrower or any of its
Subsidiaries or is not contributed by Holdings to either the Borrower or any of
its Subsidiaries, neither the Borrower nor any of its Subsidiaries shall incur
any Indebtedness (including Guarantees) with respect thereto. Notwithstanding
anything to the contrary contained in the immediately preceding sentence, an
acquisition shall be a Permitted Acquisition only if all requirements of Section
9.02(j) with respect to Permitted Acquisitions are met with respect thereto."
"Tranche B Term Loan" shall be amended by deleting the definition
thereof and replacing it with the following:
"'Tranche B Term Loan' shall mean the Initial Tranche B Term Loans
and the Additional Tranche B Term Loans."
"Tranche B Term Note" shall be amended by deleting the definition
thereof and replacing it with the following:
"'Tranche B Term Note' shall mean each Initial Tranche B Term Note
and Additional Tranch B Term Note."
2.4. Amendments to Section 8 of the Credit Agreement
-----------------------------------------------
(a) Section 8.01(a) shall be amended by deleting "and consolidating"
immediately before the words "balance sheets" and "statements of operations" in
clause (i) thereof.
(b) Section 8.01(c) shall be amended by inserting the words "and
consolidating" immediately before the words "statements of operations" and by
inserting "(except for the consolidating balance sheets and statements of
operations)" immediately after the words "and certified" in clause (i) thereof.
-7-
2.5. Amendments to Section 9 of the Credit Agreement
-----------------------------------------------
(a) Section 9.02(h) shall be amended by inserting the words "if
any" after the words "the security interests" in clause (ii) thereof.
(b) Section 9.02(j) shall be amended to change the reference
therein from "30 days" to 10 days" and shall be further amended by inserting at
the end of clause (ii) thereof the following:
; provided, that with respect to Permitted Acquisitions in respect of which
--------
the total consideration payable is less than $5,000,000 such Permitted
Acquisition Notice and certificate of Chief Financial Officer of Holdings
may be delivered to the Agents promptly after the closing of such Permitted
Acquisition.
(c) Section 9.02 shall be amended by adding at the end thereof
the following:
"(o) In connection with any Permitted Acquisition, a Person may merge
or consolidate with and into Holdings or any Wholly Owned Subsidiary of
Holdings."
(d) Section 9.08 shall be amended by adding at the end thereof
before the ":" the following:
"provided, however, that for purposes of this Section 9.08 the Consolidated
--------
Adjusted Leverage Ratio for any Test Period may be determined on a pro
forma basis as if any Permitted Acquisition (or other acquisition or
transaction with respect to which the requisite consents of the Lenders
have been obtained) that occurred during or subsequent to such Test Period
(and the incurrence, assumption and/or repayment of any Indebtedness in
connection with any such Permitted Acquisition or acquisition or other
transaction), as the case may be, had occurred on the first day of such
Test Period (and such Indebtedness, if any, had remained outstanding (or
had not been outstanding, as the case may be) throughout such Test Period),
it being understood that, in calculating the Consolidated Adjusted Leverage
Ratio in connection with each and every Permitted Acquisition or
acquisition or other transaction, Consolidated EBITDA shall include the
results of operations of the Person or
-8-
assets acquired pursuant to each such Permitted Acquisition or acquisition
or other transaction on a pro forma basis as if such acquisition or other
transaction had occurred on the first day of the respective Test Period and
shall include any conforming accounting adjustments made in connection
therewith".
(e) Section 9.10 shall be amended by adding at the end thereof
before the ":" the following:
"; provided, however, that for purposes of this Section 9.10 Consolidated
-------- -------
EBITDA for any Test Period may give pro forma effect to a Permitted
Acquisition (or other acquisition or transaction with respect to which the
requisite consents of the Lenders have been obtained) as if such Permitted
Acquisition (or acquisition or other transaction) had occurred on the first
day of such Test Period."
(f) Section 9.15 shall be amended to change the reference therein
from "15 days" to "10 days" and shall be further amended by inserting after the
words "so long as" appearing in the first sentence thereof the following: ",
except in the case of any Subsidiary that will be merged with and into Holdings
or any of its Wholly Owned Subsidiaries as promptly as practicable after an
Investment made pursuant to Sections 9.05(i), (k), (l) or (n)" and shall further
be amended by deleting clause (iii) thereof in its entirety and substituting in
its place the following:
"(iii) such new Subsidiary promptly executes a counterpart of the
Guaranty, the Pledge Agreement and the Security Agreement; provided,
---------
however, that notwithstanding the foregoing, such Subsidiary shall in no
-------
event be required to guarantee the Obligations in excess of the amounts
permitted under the indenture pursuant to which the 11 3/4 Notes were
issued (the "Indenture"); and provided, further that as long as the
Indenture is in effect no new Subsidiary established, created or acquired
after the Effective Date shall have total assets having a fair market value
in excess of $20,000,000 and, notwithstanding Section 9.05, such assets
(other than a de minimis amount for the purpose of forming a new
subsidiary) shall be held by such new subsidiary solely as the result of a
Permitted Acquisition occurring after the Effective Date."
-9-
2.6. Amendment to the Annexes of the Credit Agreement
------------------------------------------------
Annex I shall be amended by the addendum to Annex I attached hereto as
Exhibit I.
SECTION THREE - REPRESENTATIONS AND WARRANTIES.
------------- ------------------------------
Holdings hereby confirms, reaffirms and restates the representations
and warranties made by it in Section 7 of the Credit Agreement and all such
representations and warranties are true and correct in all material respects as
of the date hereof (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct only as of such specified date), except such
representations and warranties need not be true and correct to the extent that
changes in the facts and conditions on which such representations and
warranties are based are required or permitted under the Credit Agreement or
such changes arise out of events not prohibited by the covenants set forth in
Sections 8 and 9 of the Credit Agreement or otherwise permitted by consents or
waivers. Holdings further represents and warrants (which representations and
warranties shall survive the execution and delivery hereof) to the Agents and
each Lender that:
(a) Holdings and the Borrower each has the corporate power and
authority to execute, deliver and perform this Amendment and has taken all
corporate actions necessary to authorize the execution, delivery and
performance of this Amendment;
(b) No consent of any person other than all of the Lenders or
the Agents, and no consent, permit, approval or authorization of, exemption by,
notice or report to, or registration, filing or declaration with, any
governmental authority is required in connection with the execution, delivery,
performance, validity or enforceability of this Amendment;
(c) This Amendment has been duly executed and delivered on
behalf of each of Holdings and the Borrower by a duly authorized officer or
attorney-in-fact of Holdings and the Borrower, as the case may be, and
constitutes a legal, valid and binding obligation of Holdings and the Borrower,
as the case may be, enforceable in accordance with its terms, except as the
enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent
conveyance, preferential transfer, reorganization, moratorium or other similar
-10-
laws now or hereafter in effect relating to or affecting creditors' rights and
remedies generally, (b) general principles of equity (whether such
enforceability is considered in a proceeding in equity or at law), and by the
discretion of the court before which any proceeding therefor may be brought, or
(c) public policy considerations or court administrative, regulatory or other
governmental decisions that may limit rights to indemnification or contribution
or limit or affect any covenants or agreements relating to competition or
future employment; and
(d) The execution, delivery and performance of this Amendment
will not violate (i) any provision of law applicable to Holdings or the
Borrower or (ii) contractual obligation of either Holdings or the Borrower,
except in the case of clause (i) or (ii), such violations that would not
reasonably be expected to result in, singly or in the aggregate, a Material
Adverse Effect.
SECTION FOUR - CONDITIONS PRECEDENT.
------------ --------------------
Upon the fulfillment of the following conditions the amendments
contemplated by this Amendment No. 1 shall become effective as of the Amendment
Effective Date:
(a) Holdings and the Borrower shall have delivered to the
Administrative Agent a certificate of the Secretary of Holdings and the
Borrower, dated the Amendment Effective Date and attaching resolutions of its
Board of Directors in form and substance satisfactory to the Agent approving
and authorizing the execution, delivery and performance of this Amendment No.
1, signature and incumbency certificates and such other documents that the
Agents may reasonably request.
(b) The Additional Tranche B Term Loans made by each Bank shall be
evidenced by Additional Tranche B Term Notes, each duly executed and delivered
by the Borrower to each such Bank substantially in the form of Exhibit B-5
hereto, dated the Amendment Effective Date, with blanks appropriately completed
in conformity herewith and in conformity with the Credit Agreement.
(c) Holdings and the Borrower shall take any and all actions and
agree to execute and deliver all such instruments and documents as the
Collateral Agent shall reasonably deem necessary or desirable to effect the
transactions contemplated by this Amendment.
-11-
SECTION FIVE - MISCELLANEOUS.
------------ -------------
(a) Except as herein expressly amended, the Credit Agreement
and all other agreements, documents, instruments and certificates executed in
connection therewith, except as otherwise provided herein, are ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.
(b) This Amendment may be executed by the parties hereto in one
or more counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS.
(d) This Amendment shall not constitute a consent or waiver to
or modification of any other provision, term or condition of the Credit
Agreement. All terms, provisions, covenants, representations, warranties,
agreements and conditions contained in the Credit Agreement, as amended
hereby, shall remain in full force and effect.
-12-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
COINMACH LAUNDRY CORPORATION
By: /s/ XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
COINMACH CORPORATION
By: /s/ XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
-13-
BANKERS TRUST COMPANY,
Individually and as
Administrative Agent
By: /s/ XXXXXXXX XXXXX
-----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
-00-
XXXXX XXXXX XXXXXXXX XXXX XX XXXXX XXXXXXXX,
Individually and as Syndication Agent
By: /s/ XXXX X. XXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
-15-
XXXXXX COMMERCIAL PAPER INC.,
Individually and as Documentation Agent
By: /s/ XXXXXX X. XXX
-----------------------------------
Name: Xxxxxx X. Xxx
Title: Authorized Signatory
-16-
FLEET NATIONAL BANK,
as a Lender
By: /s/ XXXX X. XXXXXX XXX
-----------------------------------
Name: Xxxx X. Xxxxxx Xxx
Title: Vice President
-17-
BANKBOSTON, N.A. as a Lender
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Division Executive
-18-
BANK OF SCOTLAND, as a Lender
By: /s/ XXXXX XXXX TAT
-----------------------------------
Name: Xxxxx Xxxx Tat
Title: Vice President
-19-
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ XXXXXX XXX
-----------------------------------
Name: Xxxxxx Xxx
Title: Vice President
-20-
XXXXXX FINANCIAL, as a Lender
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
-21-
THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND,
L.P.
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President & Portfolio Manager
-22-
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/ XXXX X. XXXXX
-----------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Director
-23-
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
-24-
THE NIPPON CREDIT BANK, LTD.,
as a Lender
By:
-----------------------------------
Name:
Title:
-00-
XXXXXXX XXXXXXX PRIME RATE TRUST
By: /s/ XXXXXX X. XXXX
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Portfolio Analyst
-26-
PRIME INCOME TRUST,
as a Lender
By: /s/ XXXXXX XXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxx
Title: V.P. Portfolio Manager
-27-
RESTRUCTURED OBLIGATIONS
Backed by Senior Assets B.V.
By: Chancellor LGT Senior
Secured Management, Inc.
as Portfolio Advisor
By:
-----------------------------------
Name:
Title:
-28-
SENIOR DEBT PORTFOLIO
By: Boston Management and
Research as Investment Advisor
By: /s/ XXXXX X. PAGE
-----------------------------------
Name: Xxxxx X. Page
Title: Vice President
Exhibit I to
Amendment One
COMMITMENTS
-----------
Bank Additional Tranche B
---- Term Loan Commitment
--------------------
Bankers Trust Company $20,500,000
First Union National Bank of North 4,500,000
Xxxxxxxx
Xxxxxx Commercial Paper Inc. 4,500,000
Fleet National Bank 2,100,000
BankBoston, N.A. 2,100,000
Bank of Scotland 2,100,000
Credit Lyonnais New York Branch 2,100,000
Xxxxxx Financial 2,100,000
The ING Capital Senior Secured High 4,000,000
Income Fund L.P.
Massachusetts Mutual Life Insurance 4,000,000
Company
Xxxxxxx Xxxxx Senior Floating Rate 4,000,000
Fund, Inc.
The Nippon Credit Bank, LTD. -- 0 --
Pilgrim America Prime Rate Trust 4,000,000
Prime Income Trust 4,000,000
Chancellor LGT Senior Secured Management - 0 -
Senior Debt Portfolio - 0 -
-----------
TOTAL $60,000,000
