EXHIBIT 10.20
SECOND AMENDMENT AND CONSENT
SECOND AMENDMENT AND CONSENT (this "Amendment"), dated as of February
17, 2000, among BIG FLOWER HOLDINGS, INC., a Delaware corporation ("Holdings"),
BIG FLOWER PRESS HOLDINGS, INC., a Delaware corporation ("BFPH"), BIG FLOWER
LIMITED, a Wholly-Owned Subsidiary of BFPH and a limited company organized under
the laws of England ("BFL"), OLWEN DIRECT MAIL LIMITED, a Wholly-Owned
Subsidiary of BFL and a limited company organized under the laws of England
("Olwen"), BIG FLOWER DIGITAL SERVICES LIMITED, an indirect Wholly-Owned
Subsidiary of BFPH and a limited company organized under the laws of England
("BFDSL"), FUSION PREMEDIA GROUP LIMITED (f/k/a Troypeak Limited), an indirect
Wholly-Owned Subsidiary of BFPH and a limited company organized under the laws
of England ("Fusion"), PISMO LIMITED, an indirect Wholly-Owned Subsidiary of
BFPH and a limited company organized under the laws of England ("Pismo"),
COLORGRAPHIC DIRECT RESPONSE LIMITED, a Wholly-Owned Subsidiary of BFL and a
limited company organized under the laws of England ("Colorgraphic"), and THE
ADMAGIC GROUP LIMITED, an indirect Wholly-Owned Subsidiary of BFPH and a limited
company organized under the laws of England ("Admagic" and together with BFPH,
BFL, Olwen, BFDSL, Fusion, Pismo and Colorgraphic, the "Borrowers", and each, a
"Borrower"), the Lenders from time to time party to the Credit Agreement
referred to below, CHASE SECURITIES, INC. and DEUTSCHE BANK SECURITIES, INC., as
Joint Lead Arrangers and Joint Book Managers, THE CHASE MANHATTAN BANK, as
Administrative Agent (the "Administrative Agent"), BANKERS TRUST COMPANY, as
Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, certain
Managing Agents party to the Credit Agreement and THE CHASE MANHATTAN BANK, as
Pledgee and Collateral Agent under the U.S. Pledge Agreement (the "Pledgee").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrowers, the Lenders and the Agents are
parties to a Credit Agreement, dated as of December 7, 1999 (as amended,
modified or supplemented from time to time to but not including the date hereof,
the "Credit Agreement");
WHEREAS, Holdings, BFPH, the U.S. Subsidiary Guarantors and the
Pledgee are parties to a U.S. Pledge Agreement, dated as of December 7, 1999
(the "U.S. Pledge Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Credit Agreement and the U.S. Pledge Agreement
and the Lenders wish to grant certain consents to the Credit Agreement, in each
case as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENT AND CONSENTS TO CREDIT AGREEMENT.
1. Section 8.12(b)(x) of the Credit Agreement is hereby amended by
inserting the text "or (xviii)" immediately after the text "9.02(viii) or (xiv)"
appearing in said Section.
2. Section 9.02(xviii) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
9.02(xviii) in lieu thereof:
"(xviii) Webcraft may sell all of the capital stock of IMPCO
Enterprises, Inc., a Wholly-Owned Subsidiary of Webcraft ("IMPCO"), to
Naviant, Inc. ("Naviant"), so long as (I) no Default or Event of Default is
then in existence or would be in existence immediately after giving effect
thereto, (II) immediately prior to the consummation of such sale (x) all
intercompany debt (equal to approximately $17.5 million in aggregate
principal amount) owing by IMPCO to Webcraft shall have been forgiven and
capitalized in IMPCO as an equity contribution by Webcraft and (y) IMPCO
shall have distributed all of the assets and liabilities of its "Response
Management Services" operating division to Webcraft, (III) at the time of
the consummation of the sale, Webcraft and Naviant shall have entered into
a business services agreement providing for, INTER ALIA, the purchase by
Webcraft and Naviant of $16.5 million and $5.0 million, respectively, of
products and services from each other over a five-year period, (IV) the
only other consideration received by Webcraft from Naviant in connection
with such sale shall be 3,625,926 shares of Series C Convertible Preferred
Stock of Naviant (the "Naviant Shares"), with a deemed value of
approximately $7.25 million at the time of the consummation of such sale,
and (V) immediately after giving effect to such sale, Webcraft shall have
transferred the Naviant Shares to XL Venture Fund II, LLC, an Affiliate of
Holdings ("XL II"), in exchange for (A) a membership interest in XL II,
which membership interest shall (x) be pledged to the Collateral Agent
pursuant to the U.S. Pledge Agreement, (y) entitle Webcraft to a
distribution (i) equal to $7.25 million PLUS 8.0% interest per annum on the
unpaid amount of such distribution from time to time and (ii) payable to
Webcraft on a priority basis (I.E., without PRO RATA participation in such
distribution by the other members of XL II) with the Net Sale Proceeds
(determined in the case of a sale of the Naviant Shares, prior to the
payment of profits as contemplated by succeeding clause (B)) from any sale
by XL II of any investment held by it (whether or not the Naviant Shares)
in excess of XL II's initial capital investment in such investment (which
in the case of the Naviant Shares shall be deemed to be approximately $7.25
million) and (z) be governed by documentation in form and substance
reasonably satisfactory to the Administrative Agent and (B) the right to
receive 7% of any net profits received (after giving effect to any
distribution to Webcraft pursuant to its membership interest in XL II as
contemplated by subclause (y) of preceding clause (A)) from the disposition
of the Naviant Shares by XL II (assuming a cost basis of $7.25 million)."
3. Notwithstanding anything to the contrary in Section 9.02 of the
Credit Agreement, so long as no Default or Event of Default is then in existence
or would result therefrom, Webcraft may transfer the proceeds received by it
from its 7% interest in any profits from the disposition of Naviant Shares
referred to in subclause (V)(B) of Section 9.02(xviii) of
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the Credit Agreement (as amended hereby) to a non-qualified deferred
compensation plan for the benefit of certain members of Webcraft's management.
4. Notwithstanding anything to the contrary contained in Section
9.05 of the Credit Agreement, Webcraft may (i) forgive all intercompany
Indebtedness owing to it by IMPCO and capitalize same in IMPCO as an equity
contribution in connection with a sale of all of the capital stock of IMPCO
consummated in accordance with the requirements of Section 9.02(xviii) of the
Credit Agreement (as amended hereby) and (ii) make an Investment in XL II as
contemplated by clause (V) of Section 9.02(xviii) of the Credit Agreement (as
amended hereby) in connection with a sale of all of the capital stock of IMPCO
consummated in accordance with the requirements of Section 9.02(xviii) of the
Credit Agreement (as amended hereby).
5. Notwithstanding anything to the contrary contained in Section
9.06 of the Credit Agreement, Webcraft may (i) consummate the sale of all of the
capital stock of IMPCO in accordance with the requirements of Section
9.02(xviii) of the Credit Agreement (as amended hereby), (ii) effect the
transfer of proceeds referred to in Section 3 of Part I of this Amendment, to
the extent expressly permitted by the terms of said Section and (iii) make an
Investment in XL II as contemplated by clause (V) of Section 9.02(xviii) of the
Credit Agreement (as amended hereby) in connection with a sale of all of the
capital stock of IMPCO consummated in accordance with the requirements of
Section 9.02(xviii) of the Credit Agreement (as amended hereby).
6. Section 9.13(f) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
9.13(f) in lieu thereof:
"(f) Holdings will not permit (i) the Investment Subsidiary to engage
in any business other than its ownership of the Second-Tier Investment
Subsidiaries and XL Ventures Investments and (ii) the Second-Tier
Investment Subsidiaries to engage in any business other than the ownership
of XL Ventures Investments."
7. The definition of "Consolidated Debt" appearing in Section of 11.01
of the Credit Agreement is hereby amended by inserting the following text
immediately after the text "Notwithstanding anything to the contrary contained
in the immediately preceding sentence," appearing in said definition:
"(x) Indebtedness of Webcraft of the type described in clause (v) of
the definition of Indebtedness arising under the business services
agreement referred to in subclause (III) of Section 9.02(xviii) shall not
be included in any determination of Consolidated Debt to the extent (and
only to the extent) that the aggregate principal amount of such
Indebtedness (net of the aggregate principal amount of Indebtedness of such
type owing by Naviant to Webcraft under such services agreement) does not
exceed $6.0 million at any time outstanding and (y)".
8. Section 11.01 of the Credit Agreement is hereby further amended
by (i) deleting the definition of "Investment Subsidiary" appearing in said
Section and (ii) inserting the following new definitions in appropriate
alphabetical order in said Section:
"IMPCO" shall have the meaning provided in Section 9.02(xviii).
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"Investment Subsidiary" shall mean XL Ventures, Inc. (f/k/a XL Capital
Corporation and Big Flower Capital Corporation), a Delaware corporation and
a direct Wholly-Owned Subsidiary of Holdings.
"Naviant" shall have the meaning provided in Section 9.02(xviii).
"Naviant Shares" shall have the meaning provided in Section
9.02(xviii).
"Second-Tier Investment Subsidiaries" shall mean and include (i) XL
Ventures (Delaware), Inc. (f/k/a XL Capital (Delaware), Inc.), a Delaware
corporation and a Wholly-Owned Subsidiary of the Investment Subsidiary and
(ii) XL Ventures Fund I, LLC (f/k/a BGF Ventures LLC and Yorkville Ventures
LLC), a Delaware limited liability company and a Wholly-Owned Subsidiary of
XL Ventures (Delaware), Inc.
"XL II" shall have the meaning provided in Section 9.02(xviii).
9. Section 13.21 of the Credit Agreement is hereby amended by (i)
deleting the text "90 days" appearing in Section 13.21(b) of the Credit
Agreement and inserting the text "115 days" in lieu thereof and (ii) inserting
the following new clause (e) at the end of said Section:
"(e) UCC-3 TERMINATION STATEMENTS. Within 110 days following the
Initial Borrowing Date (or such later date as shall have been determined by
the Administrative Agent in its sole discretion with respect to any such
Lien), (i) the Administrative Agent shall have received Form UCC-3
termination statements in respect of the Liens securing Additional
Refinanced Indebtedness and (ii) the Borrower shall take reasonable best
efforts to provide UCC-3 termination statements with respect to any other
Indebtedness which the Administrative Agent shall have reasonably requested
in writing and same shall be filed in the appropriate governmental office
within 115 days following the Initial Borrowing Date (or such later date as
shall have been determined by the Administrative Agent in its sole
discretion). Furthermore, within 115 days following the Initial Borrowing
Date, Holdings shall caused to be delivered to the Administrative Agent a
revised Schedule VIII to the Credit Agreement, reflecting the deletion of
all UCC-1 financing statements referred to on the original such Schedule
and terminated as contemplated by the immediately preceding sentence."
10. Notwithstanding anything contained in the Credit Agreement, the
sale of the capital stock of IMPCO pursuant to Section 9.02(xviii) shall be
deemed to be a "Significant Asset Sale" for purposes of (and only for purposes
of) the definition of PRO FORMA Basis appearing in the Credit Agreement.
II. AMENDMENTS TO U.S. PLEDGE AGREEMENT.
1. Section 2(b) of the U.S. Pledge Agreement is hereby amended by
deleting the definition of "Excluded Investment Subsidiary Entity" appearing in
said Section and inserting the following new definition in lieu thereof:
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"Excluded Investment Subsidiary Entity" shall mean any corporation,
partnership or limited liability company that is not a Subsidiary of the
Investment Subsidiary or a Second-Tier Investment Subsidiary (or any other
Pledgor) but in which the Investment Subsidiary or a Second-Tier Investment
Subsidiary owns or holds capital stock, partnership interests or membership
interests, as the case may be."
2. Section 2(b) of the U.S. Pledge Agreement is hereby further
amended by deleting the text "and Treasure Chest of Nevada" appearing in the
definition of "Stock" contained in said Section and inserting the text ",
Treasure Chest of Nevada and except to the extent not transferred to XL II as
contemplated by Section 9.02(xviii) of the Credit Agreement, the Series C
Convertible Preferred Stock of Naviant" in lieu thereof.
III. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this Amendment, each
Credit Agreement Party hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second Amendment
Effective Date (as defined below), both immediately before and immediately
after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement or the other Credit Documents are true and correct in all
material respects on the Second Amendment Effective Date both immediately
before and immediately after giving effect to this Amendment, with the same
effect as though such representations and warranties had been made on and
as of the Second Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with Holdings and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each Credit Agreement Party, the Lenders
constituting the Required Lenders and the Pledgee shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent at its Notice Office.
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6. From and after the Second Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement and the U.S. Pledge Agreement shall be deemed to be references to the
Credit Agreement or the U.S. Pledge Agreement, as the case may be, as modified
hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
BIG FLOWER HOLDINGS, INC.,
as a Guarantor
By /s/ Xxxxx Xxxxxx
----------------------------------------
Title: Vice President
BIG FLOWER PRESS HOLDINGS, INC.,
as a Borrower
By /s/ Xxxxx Xxxxxx
----------------------------------------
Title: Vice President
BIG FLOWER LIMITED,
as a Borrower
By /s/ Xxxx Xxxxxxxx
----------------------------------------
Title: Executive V.P./Office of the
Chairman
OLWEN DIRECT MAIL LIMITED,
as a Borrower
By /s/ Xxxx Xxxxxxxx
----------------------------------------
Title: Executive V.P./Office of the
Chairman
BIG FLOWER DIGITAL SERVICES
LIMITED,
as a Borrower
By /s/ Xxxx Xxxxxxxx
----------------------------------------
Title: Executive V.P./Office of the
Chairman
FUSION PREMEDIA GROUP LIMITED,
as a Borrower
By /s/ Xxxx Xxxxxxxx
----------------------------------------
Title: Executive V.P./Office of the
Chairman
PISMO LIMITED,
as a Borrower
By /s/ Xxxx Xxxxxxxx
----------------------------------------
Title: Executive V.P./Office of the
Chairman
COLORGRAPHIC DIRECT RESPONSE LIMITED,
as a Borrower
By /s/ Xxxx Xxxxxxxx
----------------------------------------
Title: Executive V.P./Office of the
Chairman
THE ADMAGIC GROUP LIMITED,
as a Borrower
By /s/ Xxxx Xxxxxxxx
----------------------------------------
Title: Executive V.P./Office of the
Chairman
THE CHASE MANHATTAN BANK,
Individually, and as Administrative Agent
By /s/ Xxxxxx X. Xxxxx
----------------------------------------
Title: Managing Director
BANKERS TRUST COMPANY,
Individually, and as Syndication Agent
By /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Title: Principal
BANK OF AMERICA, N.A.
Individually, and as Documentation Agent
By /s/ W. Xxxxx Xxxx
----------------------------------------
Title: Managing Director
AG CAPITAL FUNDING PARTNERS, L.P.
By:
-----------------------------------------
Name:
Title:
AMARA-I FINANCE, LTD.
By:
-----------------------------------------
INVESCO Senior Secured Management, Inc.
as Subadviser
By:
-----------------------------------------
Name:
Title:
ARCHIMEDES FINDING II, LTD.
By:
-----------------------------------------
Name:
Title:
ARCHIMEDES FINDING III, LTD.
By:
-----------------------------------------
Name:
Title:
ATHENA CDO, LIMITED
By: Pacific Investment Management Company,
as its Investment Advisor
By:
-----------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
BY: INVESCO Senior Secured
Management, Inc.
as Portfolio Advisor
By:
-----------------------------------------
Name:
Title:
BANKBOSTON, N.A.
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
BAVARIA TRR CORPORATION
By: /s/ Xxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
BOEING CAPITAL CORPORATION
By:
-----------------------------------------
Name:
\ Title:
CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment
Management Company
By:
-----------------------------------------
Name:
Title:
CAPTIVA IV FINANCE LTD.
as advised by Pacific Investment Management
Company
By:
-----------------------------------------
Name:
Title:
CATALINA CDO LTD.
By: Pacific Investment Management Company,
as its Investment Advisor
By:
-----------------------------------------
Name:
Title:
THE CIT GROUP/EQUIPMENT FINANCING,
INC.
By: /s/ Xxxxxx X. X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. X. Xxxxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: FVP
By: /s/ Xxxx XxXxxxxxx
----------------------------------------
Name: Xxxx XxXxxxxxx
Title: VP, SRM
CYPRESSTREE SENIOR FLOATING RATE
FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By:
-----------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
By:
-----------------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By:
-----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By: /s/ Xxxx Xxxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
FIRST SOURCE FINANCIAL LLP
BY:FIRST SOURCE FINANCIAL, INC., AS
AGENT/MANAGER
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured
Management, Inc. as Attorney in Fact
By:
-----------------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:
-----------------------------------------
Name:
Title:
GLENEAGLES TRADING LLC
By:
-----------------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH LANGDALE LLC
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH STERLING LLC
By:
-----------------------------------------
Name:
Title:
MAPLEWOODS (CAYMAN) LIMITED
BY: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, AS
INVESTMENT MANAGER
By:
-----------------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
-----------------------------------------
Name:
Title:
MASSMUTUAL HIGH YIELD PARTNERS
II, LLC
By: HYP Management, Inc.
By:
-----------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND II, INC.
By: /S/ XXXXXX XXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE
COMPANY
By:
-----------------------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA
(CAYMAN)
By: /s/ Xxxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
-----------------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING
RATE FUND
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
NORTHWOODS CAPITAL, LIMITED
By:
-----------------------------------------
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: OAK HILL SECURITIES GENPAR, L.P.,
ITS GENERAL PARTNER
By: OAK HILL MGP, INC.,
ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OAK HILL SECURITIES FUND II, L.P.
By: OAK HILL SECURITIES GENPAR II,
L.P., ITS GENERAL PARTNER
By: OAK HILL MGP II, INC.,
ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management,
Inc. as Subadviser
By:
-----------------------------------------
Name:
Title:
ORIX USA CORPORATION
By:
-----------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ XXXXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By:
-----------------------------------------
Name:
Title:
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
ROYALTON COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By:
-----------------------------------------
Name:
Title:
SEQUILS - PILGRIM I, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Xxxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxxx X. XxxXxxx
Title: Vice President
SIMSBURY CLO, LIMITED
BY: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, AS
COLLATERAL MANAGER
By:
-----------------------------------------
Name:
Title:
TRIGON HEALTHCARE INC. (ACCT 674)
By: Pacific Investment Management
Company, as its Investment Advisor,
acting through The Bank of New York in
the Nominee Name of Hare & Co.
By:
-----------------------------------------
Name:
Title:
TRITON CDO IV LIMITED
By:
-----------------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME
TRUST
By:
-----------------------------------------
Name:
Title:
XXX XXXXXX SENIOR FLOATING RATE FUND
By:
-----------------------------------------
Name:
Title:
