EXHIBIT 10.16
SYNDICATION AMENDMENT AND ASSIGNMENT
THIS SYNDICATION AMENDMENT AND ASSIGNMENT (this "Amendment"), dated as
of November 24, 1998 is by and among ADVANCED GLASSFIBER YARNS LLC, a Delaware
limited liability company (the "Borrower"), those Domestic Subsidiaries of the
Borrower party to the Existing Credit Agreement referred to below (collectively
the "Guarantors"), THE PERSON IDENTIFIED AS AN "EXISTING LENDER" ON THE
SIGNATURE PAGES HERETO (the "Existing Lender"), THE PERSONS IDENTIFIED AS "NEW
LENDERS" ON THE SIGNATURE PAGES HERETO (the "New Lenders" and, together with the
Existing Lender, the "Lenders") and FIRST UNION NATIONAL BANK, a national
banking association, as Agent for the Lenders (the "Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30,
1998, (the "Existing Credit Agreement") among the Borrower, the Guarantors, the
Existing Lender and the Agent, the Existing Lender has extended commitments to
make certain credit facilities available to the Borrower; and
WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby 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.
"Amendment Effective Date" is defined in Subpart 4.1.
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 Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
Part II. Except as so amended, the Existing Credit Agreement shall continue in
full force and effect.
SUBPART 2.1. Amendments to Schedule 2.1(a). Schedule 2.1(a) of
the Existing Credit Agreement is hereby deleted in its entirety and a
new schedule in the form of Schedule 2.1(a) attached hereto is
substituted therefor.
SUBPART 2.2. Amendments to Schedule 9.2. Schedule 9.2 of the
Existing Credit Agreement is hereby deleted in its entirety and a new
schedule in the form of Schedule 9.2 attached hereto is substituted
therefor.
SUBPART 2.3 Amendments to Section 2.2A(b). An entry in the
amount of $5,750,000 is hereby added to the table appearing in Section
2.2A(b) of the Existing Credit Agreement under the column labeled
"Amount" which corresponds with the "Payment Date" of September 30,
2004.
SUBPART 2.4 Amendments to Section 9.6(c). The proviso at the
end of the first sentence of Section 9.6(c) of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
; provided, however, that any sale or assignment to an
existing Lender or any affiliate thereof or any fund that
invests in bank loans and is advised or managed by an
investment advisor to an existing Lender shall not require the
consent of the Agent or the Borrower nor shall any such sale
or assignment be subject to the minimum assignment amounts
specified herein.
PART III
ASSIGNMENTS AND ASSUMPTIONS
The Existing Lender hereby sells and assigns, without recourse, to the
New Lenders, and the New Lenders hereby purchase and assume, without recourse,
from the Existing Lender, effective as of the Amendment Effective Date, such
interests in the Existing Lender's rights and obligations under the Existing
Credit Agreement and the other Credit Documents (including, without limitation,
the Commitments of the Existing Lender on the Amendment Effective Date and the
Revolving Loans and the portions of the Term Loans owing to the Existing Lender
which are outstanding on the Amendment Effective Date) as shall be necessary in
order to give effect to the reallocations of the Revolving Committed Amount, the
Revolving Commitment Percentages, the Tranche A Term Loan Committed Amount, the
Tranche A Term Loan Commitment
2
Percentages, the Tranche B Term Loan Committed Amount and the Tranche B Term
Loan Commitment Percentages effected by the amendment to Schedule 2.1(a) to the
Existing Credit Agreement pursuant to Subpart 2.1, whereupon each of the New
Lenders shall be a party to the Amended Credit Agreement and have all of the
rights and obligations of a Lender thereunder and under the other Credit
Documents. The Existing Lender hereby represents and warrants (a) that it is the
lawful owner of the interests being assigned hereby, free and clear of any lien
or other adverse claim and (b) that it is legally authorized to enter into this
Amendment and this Amendment is the legal, valid and binding obligation of the
Existing Lender, enforceable against it in accordance with its terms. The New
Lenders shall make payment in exchange for such interests in the Existing
Lender's rights and obligations under the Existing Credit Agreement and the
other Credit Documents on November 30, 1998 in the amounts and in accordance
with the percentages set forth in Schedule 2.1(a), as amended hereby, and the
instructions of the Agent. Each New Lender (a) represents and warrants that it
is legally authorized to enter into this Amendment and this Amendment is the
legal, valid and binding obligation of such New Lender, enforceable against it
in accordance with its terms; (b) confirms that it has received a copy of the
Existing Credit Agreement, together with copies of the financial statements
referred to in Section 3.1 thereof, the financial statements delivered pursuant
to Section 5.1 thereof, if any, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Amendment; (c) agrees that it will, independently and without reliance
upon the Existing Lender, the Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Amended
Credit Agreement, the other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Amended Credit Agreement, the other Credit Documents or any
other instrument or document furnished pursuant hereto or thereto as are
delegated to the Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Amended Credit Agreement and will perform in accordance with its terms all
the obligations which by the terms of the Amended Credit Agreement are required
to be performed by it as a Lender including, if it is organized under the laws
of a jurisdiction outside the United States, its obligations pursuant to Section
2.18 of the Amended Credit Agreement. The Existing Lender shall, to the extent
of the interests assigned hereby, relinquish its rights and be released from its
obligations under the Existing Credit Agreement. The Agent shall maintain in its
internal records and record in the Register the information relating to the
assignments and assumptions effected pursuant to this Part III and as required
by Section 9.6(d) of the Existing Credit Agreement. The Agent hereby agrees (i)
that no transfer fee shall be payable under Section 9.6(e) of the Existing
Credit Agreement or otherwise in connection with the assignments effected
pursuant to this Part III and (ii) to pay to each New Lender on the Amendment
Effective Date its portion of the upfront fee as set forth in the Confidential
Information Memorandum dated October, 1998 relating to the Borrower and the
credit facilities and distributed to the New Lenders by the Agent.
3
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Amendment Effective Date. This Amendment shall be
and become effective as of the date hereof (the "Amendment Effective
Date") when all of the conditions set forth in this Part IV shall have
been satisfied, and thereafter this Amendment shall be known, and may
be referred to, as the "Syndication Amendment and Assignment."
SUBPART 4.2. Execution of Counterparts of Amendment. The Agent
shall have received counterparts (or other evidence of execution,
including telephonic message, satisfactory to the Agent) of this
Amendment, which collectively shall have been duly executed on behalf
of each of the Borrower, the Guarantors, the Agent and the Lenders.
SUBPART 4.3. Execution and Delivery of New Notes. Each Lender
shall have received a new Note or Notes, as the case may be, each in
the principal amount of its respective Commitments and duly executed on
behalf of the Borrower and all heretofore existing Notes shall have
been cancelled.
PART V
MISCELLANEOUS
SUBPART 5.1. Cross-References. References in this Amendment to
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment.
SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement.
This Amendment is a Credit Document executed pursuant to the Existing
Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the
terms and provisions of the Existing Credit Agreement.
SUBPART 5.3. References in Other Credit Documents. At such
time as this Amendment shall become effective pursuant to the terms of
Subpart 4.1, all references in the Existing Credit Agreement to the
"Agreement" and all references in the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Existing Credit
Agreement as amended by this Amendment.
SUBPART 5.4. Representations and Warranties of the Borrower.
The Borrower hereby represents and warrants that (a) the conditions
precedent to the initial Loans were satisfied as of the Closing Date
(or as otherwise agreed to and assuming satisfaction or waiver, if
applicable, of all requirements in such conditions that an item be in
form and/or substance reasonably satisfactory to the
4
Agent or any Lenders or that any event or action have been completed or
performed to the reasonable satisfaction of the Agent or any Lenders),
(b) the representations and warranties contained in Article III of the
Existing Credit Agreement (as amended by this Amendment) are correct in
all material respects on and as of the date hereof as though made on
and as of such date and after giving effect to the amendments contained
herein and (c) no Default or Event of Default exists under the Existing
Credit Agreement on and as of the date hereof and after giving effect
to the amendments contained herein.
SUBPART 5.5. Representations and Warranties of the New
Lenders. Each of the New Lenders hereby represents and warrants to the
Borrower that at least one of the following statements is an accurate
representation as to the source of funds to be used by such New Lender
in connection with the financing under the Amended Credit Agreement:
(a) no part of such funds constitutes assets allocated to any
separate account maintained by such Lender in which any employee
benefit plan (or its related trust) has any interest;
(b) to the extent that any part of such funds constitutes
assets allocated to any separate account maintained by such Lender,
such Lender has disclosed to the Borrower the name of each employee
benefit plan whose assets in such account exceed 10% of the total
assets of such account as of the date of such purchase (and, for
purposes of this subsection (b), all employee benefit plans maintained
by the same employer or employee organization are deemed to be a single
plan);
(c) to the extent that any part of such funds constitutes
assets of an insurance company's general account, there is no employee
benefit plan or group of plans maintained by the same employee
organization with respect to which the amount of such insurance
company's general account reserves (as determined under Code Section
807(d)) for all contracts held by or on behalf of such plan or plans
exceeds 10% of the total liabilities of such insurance company's
general account, and such insurance company is relying on Prohibited
Transaction Class Exemption 95-60 (issued July 12, 1995);
(d) to the extent that any part of such funds constitutes
assets of an insurance company's general account, such insurance
company has complied with all of the requirements of the regulations
issued under Section 401(c)(1)(A) of ERISA; or
(e) such funds constitute assets of one or more specific
benefit plans which such Lender has identified in writing to the
Borrower.
5
As used in this Subpart 5.5, the terms "employee benefit plan" and
"separate account" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.
SUBPART 5.6. Counterparts. 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 which shall constitute together but
one and the same agreement.
SUBPART 5.7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
SUBPART 5.8. Successors and Assigns. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
[The remainder of this page has been left blank intentionally]
6
Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.
BORROWER: ADVANCED GLASSFIBER YARNS LLC,
a Delaware limited liability company
By: /S/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
GUARANTORS: AGY CAPITAL CORP., a Delaware corporation
By: /S/ Xxxxxx X. Xxxxxx
---------------------
Name: Xxxxxx X. Xxxxxx
Title: President
EXISTING LENDER: FIRST UNION NATIONAL BANK, individually in
its capacity as an Existing Lender, a Lender and
in its capacity as Agent
By: /S/ Xxxxx Xxxx
-----------------
Name: Xxxxx Xxxx
Title: Senior Vice President
[SIGNATURES CONTINUED]
NEW LENDERS: SUNTRUST BANK, ATLANTA
By: /S/ Xxxxx Xxxx
-----------------
Name: Xxxxx Xxxx
Title: Senior Vice President
By: /S/ Xxxxxx Xxxx
-----------------
Name: Xxxxxx Xxxx
Title: Banking Officer
NATIONSBANK, N.A.
By: /S/ X. Xxxxxxx Parks
----------------------
Name: X. Xxxxxxx Parks
Title: Senior Vice President
ALLSTATE LIFE INSURANCE COMPANY
By: /S/ Xxxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxxx X. Xxxxxx
By: /S/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Its Authorized Signatories
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /S/ Xxxx X. Xxxxx
--------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
By: /S/ Xxxx Xxxxxxx
------------------
Name: Xxxx Xxxxxxx
Title: Vice President
By: /S/ Xxxx Xxxxxxx
------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
ABN AMRO BANK N.V.
By: /S/ G. Xxxx Xxxxx, Xx.
-----------------------
Name: G. Xxxx Xxxxx, Xx.
Title: Vice President
By: /S/ Xxxxxx X. Xxxxxx
----------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
FIRSTRUST BANK
By: /S/ Xxxxxx X'Xxxxxx
---------------------
Name: Xxxxxx X'Xxxxxx
Title: EVP
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME TRUST
By: /S/ Xxxxx Xxxxxxx
-------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
BHF BANK AKTIENGESELLSCHAFT
By: /S/ Xxxx Xxxxx Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx Xxxxx Xxxx X. Xxxxxx
Title: Vice President Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment
Advisor
Name: /S/ Xxxxx X. Page
-------------------
Title: Vice President
MASSACHUSETTS MUTUAL LIFE INSURANCE
By: /S/ Xxxx X. Xxxxxxx
---------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
SOCIETE GENERALE NEW YORK BRANCH
By: /S/ Xxxxxxx Xxxxxxx
---------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE
By: /S/ Xxxxx X'Xxxxx
-------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
By: /S/ Xxxx Xxxxxxx
------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
NATEXIS BANQUE
By: /S/ Xxxxxx X. van Tulder
--------------------------
Name: Xxxxxx X. van Tulder
Title: Multinational Group
By: /S/ Xxxx Xxxx
---------------
Name: Xxxx Xxxx
Title: AVP
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP Management, Inc., as Managing Member
By: /S/ Xxxx X. Xxxxxxx
----------------------
Its: Vice President
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management Company
Inc., its Managing Member
By: /S/ Xxxxx X. Xxxxxxx, Managing Director
------------------------------------------
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management Company
Inc., its Managing Member
By: /S/ Xxxxx X. Xxxxxxx, Managing Director
-----------------------------------------
Title:
KZH CYPRESSTREE-1 LLC
By: /S/ Xxxxxxxx Xxxxxx
---------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By: /S/ Xxxxx X. Xxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
KZH ING-2 LLC
By: ING Capital Advisors, Inc., its Managing
Member
By: /S/ Xxxxxxxx Xxxxxx
---------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH ING-3 LLC
By: ING Capital Advisors, Inc., its Managing
Member
By: /S/ Xxxxxxxx Xxxxxx
----------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
RELIASTAR LIFE INSURANCE COMPANY
By: /S/ Xxxxx X. Xxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Representative
NORTHERN LIFE INSURANCE COMPANY
By: /S/ Xxxxx X. Xxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
SECURITY CONNECTICUT LIFE INSURANCE COMPANY
By: /S/ Xxxxx X. Xxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital Luxembourg, as Collateral
Member
By: /S/ Xxxxx Xxxxxxx
-------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital Luxembourg, as Collateral
Member
By: /S/ Xxxxx Xxxxxxx
-------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management as Investment Advisor
By: /S/ Xxxxx X. Page
-------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as Investment Advisor
By: /S/ Xxxxx X. Page
--------------------
Name: Xxxxx X. Page
Title: Vice President
Schedule 2.1(a)
SCHEDULE OF LENDERS AND
COMMITMENTS
Revolving Revolving
Committed Commitment
Lender Amount Percentage
------ -------------- -------------
First Union National Bank $18,552,631.58 24.7368421053%
ABN AMRO Bank N.V. $ 9,868,421.05 13.1578947368%
SunTrust Bank, Atlanta $ 9,868,421.05 13.1578947368%
The CIT Group/Equipment $ 5,921,052.63 7.8947368421%
Financing, Inc.
NationsBank, N.A. $ 5,921,052.63 7.8947368421%
Societe Generale, New York Branch $ 5,921,052.63 7.8947368421%
BHF Bank Aktiengesellschaft $ 3,947,368.42 5.0000000000%
Compagnie Financiere De CIC Et $ 3,947,368.42 5.0000000000%
De L'Union Europeenne
Erste Bank Der Oestereichischen $ 3,947,368.42 5.0000000000%
Sparkassen AG
NATEXIS Banque $ 3,947,368.42 5.0000000000%
Firstrust Bank $ 3,157,894.74 4.0000000000%
-------------- -------------
$75,000,000.00 100.0000000000%
1
LOC Subfacility LOC Subfacility
Committed Commitment
Lender Amount Percentage
------ ---------------- ---------------
First Union National Bank $ 7,421,052.64 24.7368421053%
ABN AMRO Bank N.V. $ 3,947,368.42 13.1578947368%
SunTrust Bank, Atlanta $ 3,947,368.42 13.1578947368%
The CIT Group/Equipment Financing, Inc. $ 2,368,421.05 7.8947368421%
NationsBank, N.A. $ 2,368,421.05 7.8947368421%
Societe Generale, New York Branch $ 2,368,421.05 7.8947368421%
BHF Bank Aktiengesellschaft $ 1,578,947.37 5.0000000000%
Compagnie Financiere De CIC Et De $ 1,578,947.37 5.0000000000%
L'Union Europeenne
Erste Bank Der Oestereichischen $ 1,578,947.37 5.0000000000%
Sparkassen AG
NATEXIS Banque $ 1,578,947.37 5.0000000000%
Firstrust Bank $ 1,263,157.89 4.0000000000%
-------------- ---------------
$30,000,000.00 100.0000000000%
2
Swingline Swingline
Committed Commitment
Lender Amount Percentage
------ -------------- ---------------
First Union National Bank $10,000,000.00 100.0000000000%
-------------- ---------------
$10,000,000.00 100.0000000000%
3
Tranche A Term Loan Tranche A Term Loan
Lender Committed Amount Commitment Percentage
------ -------------------- ---------------------
First Union National Bank $ 28,447,368.42 24.7368421053%
ABN AMRO Bank N.V. $ 15,131,578.95 13.1578947368%
SunTrust Bank, Atlanta $ 15,131,578.95 13.1578947368%
The CIT Group/Equipment Financing, Inc. $ 9,078,947.37 7.8947368421%
NationsBank, N.A. $ 9,078,947.37 7.8947368421%
Societe Generale, New York Branch $ 9,078,947.37 7.8947368421%
BHF Bank Aktiengesellschaft $ 6,052,631.58 5.0000000000%
Compagnie Financiere De CIC Et De $ 6,052,631.58 5.0000000000%
L'Union Europeenne
Erste Bank Der Oesterreichischen $ 6,052,631.58 5.0000000000%
Sparkassen AG
NATEXIS Banque $ 6,052,631.58 5.0000000000%
Firstrust Bank $ 4,842,105.26 4.0000000000%
--------------- ---------------
$115,000,000.00 100.0000000000%
0
Xxxxxxx X Xxxxxxx X
Term Loan Committed Term Loan Commitment
Lender Amount Percentage
----- ------------------- --------------------
First Union National Bank $ 24,000,000.00 19.2000000000%
Senior Debt Portfolio $ 23,000,000.00 18.4000000000%
Xxxxxx Xxxxxxx Xxxx Xxxxxx Prime Income Trust $ 14,000,000.00 11.2000000000%
Massachusetts Mutual Life Insurance $ 8,750,000.00 7.0000000000%
Allstate Life Insurance Co. $ 8,000,000.00 6.4000000000%
SunTrust Bank, Atlanta $ 8,000,000.00 6.4000000000%
KZH ING-2 LLC $ 6,000,000.00 4.8000000000%
KZH CypressTree-1 LLC $ 5,500,000.00 4.4000000000%
Indosuez Capital Funding IV, L.P. $ 5,333,334.00 4.2666672000%
MassMutual High Yield Partners II, LLC $ 5,250,000.00 4.2000000000%
Northern Life Insurance Company $ 3,000,000.00 2.4000000000%
Indosuez Capital Funding IIA, Limited $ 2,666,666.00 2.1333328000%
KZH ING-3 LLC $ 2,000,000.00 1.6000000000%
ReliaStar Life Insurance Company $ 2,000,000.00 1.6000000000%
Oxford Strategic Income Fund $ 2,000,000.00 1.6000000000%
Xxxxx Xxxxx Senior Income Trust $ 2,000,000.00 1.6000000000%
CypressTree Institutional Fund, LLC $ 1,000,000.00 0.8000000000%
CypressTree Investment Fund, LLC $ 1,000,000.00 0.8000000000%
Security Connecticut Life Insurance Company $ 1,000,000.00 0.8000000000%
North American Senior Floating Rate Fund $ 500,000.00 0.4000000000%
---------------- ---------------
$125,000,000.00 100.0000000000%
5
Schedule 9.2
LENDERS' LENDING OFFICES
FIRST UNION NATIONAL BANK
Xxxxx Xxxx
Senior Vice President
First Union National Bank
NC0737
000 X. Xxxxxxx Xxxxxx, XX-0
Xxxxxxxxx, XX 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
SUNTRUST BANK, ATLANTA
Xxxxx Xxxx
Senior Vice President
SunTrust Bank, Atlanta
000 Xxxxxxxxx Xx.
00xx Xxxxx, XX 000
Xxxxxxx Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
NATIONSBANK, N.A.
Xxxxxx Xxxxx
Assistant Vice President
NationsBank, N.A.
000 X. Xxxxxxxx Xxxxxx, 0xx Floor
NC4-200-03-08
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
ALLSTATE LIFE INSURANCE COMPANY
Xxxx Xxxxxxx
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx, XXX X0X
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
THE CIT GROUP/EQUIPMENT FINANCING, INC.
Xxxxxx X'Xxxxxxxx
Operations Officer
The CIT Group/Equipment Financing, Inc.
000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
Xx Xxxxxxx
Erste Bank Der Oesterreichischen Sparkassen AG
000 Xxxx Xxxxxx
Xxxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
ABN AMRO BANK N.V.
Xxxxxx Xxxxxxxxxx
ABN AMRO Bank N.V.
000 X. XxXxxxx Xx., Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-000-0000
FIRSTRUST BANK
Jac Xxxxxx Xxxx
Loan Servicing
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
1
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME TRUST
Xxxxx Xxxxxx
Xxxxxx Xxxxxxx Xxxx Xxxxxx Advisors, Inc.
Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
BHF BANK AKTIENGESELLSCHAFT
Xxxxxx Boston
Assistant Treasurer
BHF Bank Aktiengesellschaft
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SENIOR DEBT PORTFOLIO
Xxxxx X'Xxxxx
Senior Debt Portfolio
c/o Boston Management and Research
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
MASSACHUSETTS MUTUAL LIFE INSURANCE
Xxxx Xxxxx
Massachusetts Mutual Life Insurance
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SOCIETE GENERALE NEW YORK BRANCH
Xxxxxxx Xxxxxxx
Vice President
Societe Generale New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE
Xxxxx X. X'Xxxxx
Compagnie Financiere De CIC Et
De L'Union Europeenne
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
NATEXIS BANQUE
Xxxx Xxxx
Assistant Vice President
NATEXIS Banque
000 0xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
2
MASS MUTUAL HIGH YIELD PARTNERS II, LLC
Xxxx Xxxxx
MassMutual High Yield Partners II, LLC
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
CYPRESSTREE INVESTMENT FUND, LLC
Xxx Xxxxx
CypressTree Investment Fund, LLC
c/o Cypress Tree Investment Management Company, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
CYPRESS TREE INSTITUTIONAL FUND, LLC
Xxx Xxxxx
CypressTree Institutional Fund, LLC
c/o Cypress Tree Investment Management Company, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
NORTH AMERICAN SENIOR FLOATING RATE FUND
Xxx Xxxxx
North American Senior Floating Rate Fund
c/o Cypress Tree Investment Management Company, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
KZH CYPRESSTREE-1 LLC
KZH CypressTree-1 LLC
Attention: Xxxxxxxx Xxxxxx
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
KZH ING-2 LLC
KZH ING-2 LLC
Attention: Xxxxxxxx Xxxxxx
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
and
ING Capital Advisors, Inc.
Attention: Xxxxxxxx Xxxxx
000 X. Xxxxx Xxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
KZH ING-3 LLC
KZH ING-3 LLC
Attention: Xxxxxxxx Xxxxxx
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
and
ING Capital Advisors, Inc.
Attention: Xxxxxxxx Xxxxx
000 X. Xxxxx Xxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
3
RELIASTAR LIFE INSURANCE COMPANY
ReliaStar Life Insurance Company
c/o ReliaStar Investment Research, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
NORTHERN LIFE INSURANCE COMPANY
Northern Life Insurance Company
c/o ReliaStar Investment Research, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
SECURITY CONNECTICUT LIFE INSURANCE COMPANY
Security Connecticut Life Insurance Company
ReliaStar Investment Research, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
Indosuez Capital Funding IIA, Limited
c/o Chase Bank of Texas
Attention: Xxx Xxxxxx, Asset Backed Group,
A/C 2300701
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
INDOSUEZ CAPITAL FUNDING IV, LP
Indosuez Capital Funding IV, L.P
c/o Chase Bank of Texas
Attention: Xxx Xxxxxx, Asset Backed Group
A/C 20015
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
XXXXX XXXXX SENIOR INCOME TRUST
Xxxxx Xxxxx Management
Attention: Xxxxx Xxxxx Senior Income Trust
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
OXFORD STRATEGIC INCOME FUND
Xxxxx Xxxxx Management
Attention: Prime Rate Reserves
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
4
