EXHIBIT 4.2
SYBRON DENTAL MANAGEMENT, INC.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated
as of December 10, 2002 and entered into by and among SYBRON DENTAL MANAGEMENT,
INC., a Delaware corporation ("COMPANY"), XXXX CORPORATION, a Delaware
corporation ("XXXX"), ORMCO CORPORATION, a Delaware corporation ("ORMCO"), and
PINNACLE PRODUCTS, INC., a Wisconsin corporation ("PINNACLE"; each of Company,
Xxxx, Ormco and Pinnacle are individually referred to herein as a "DOMESTIC
BORROWER" and collectively, on a joint and several basis, as the "DOMESTIC
BORROWERS"), XXXX NEOS HOLDING SA, a corporation organized under the laws of
Switzerland ("OFFSHORE BORROWER"; Offshore Borrower and each of the Domestic
Borrowers are each individually referred to herein as a "Borrower" and
collectively, as the "BORROWERS"), SYBRON DENTAL SPECIALTIES, INC., a Delaware
corporation ("HOLDINGS"), the financial institutions listed on the signature
pages hereof ("LENDERS") and CREDIT SUISSE FIRST BOSTON ("CSFB"), as
administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"), and
is made with reference to that certain Credit Agreement dated as of June 6, 2002
(the "CREDIT AGREEMENT"), by and among Domestic Borrowers, Offshore Borrower,
Holdings, Lenders, LaSalle Bank National Association, as syndication agent, Bank
of Tokyo-Mitsubishi, Ltd., Chicago Branch, Fleet National Bank and Credit
Lyonnais, New York Branch, as co-documentation agents and Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement to
(i) allow Holdings to repurchase or redeem, as the case may be, Common Stock and
Senior Subordinated Notes for Cash consideration in an aggregate amount not to
exceed $25,000,000 and (ii) make certain other amendments as set forth below:
NOW, THEREFORE, in consideration of the premises and the agreements
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS.
A. Subsection 1.1 of the credit Agreement is hereby amended by adding
thereto the following definitions:
"EXCESS AVAILABILITY" means the sum of Revolving Loan Excess
Availability plus Offshore Loan Excess Availability.
"FIRST AMENDMENT EFFECTIVE DATE" means the date this Amendment to the
Credit Agreement became effective in accordance with its terms.
"OFFSHORE LOAN EXCESS AVAILABILITY" means the amount, as of any date
of determination, by which (a) the Offshore Loan Commitments exceeds (b)
the Total Utilization of Offshore Loan Commitments, as determined by
Administrative Agent.
"REVOLVING LOAN EXCESS AVAILABILITY" means the amount, as of any date
of determination, by which (a) the Revolving Loan Commitments exceeds (b)
the Total Utilization of Revolving Loan Commitments, as determined by
Administrative Agent.
1.2 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
A. Subsection 7.5 of the Credit Agreement is hereby amended by
deleting the period at the end of clause (iv) of such subsection and
substituting therefore a semicolon and inserting the following clauses (v) and
(vi) immediately following such clause (iv):
"(v) From and after the First Amendment Effective Date, Holdings
may purchase or redeem, as the case may be, Common Stock and/or Senior
Subordinated Notes for Cash consideration in an aggregate amount not
to exceed $25,000,000 during the term of this Agreement, so long as:
(a) no Event of Default or Potential Event of Default has occurred and
is continuing or would be caused by any such purchase or redemption;
(b) immediately before and after giving effect to such transaction
Excess Availability is at least $75,000,000; and (c) the Governing
Body of Holdings has determined that any such transaction is for fair
market value and in the best interests of Holdings and its
Subsidiaries; and
(vi) From and after the First Amendment Effective Date, Company
and Pinnacle may make Restricted Junior Payments to Holdings to the
extent necessary to permit Holdings to purchase or redeem, as the case
may be, Common Stock and/or Senior Subordinated Notes to the extent
permitted by clause (v) above, so long as (a) no Event of Default or
Potential Event of Default has occurred and is continuing or would be
caused by any such Restricted Junior Payment, (b) Holdings is
permitted to make Restricted Junior Payments as provided for in clause
(v) above and (c) Holdings applies the amount of any such Restricted
Junior Payment for such purpose."
SECTION 2. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Holdings and each Borrower
jointly and severally represent and warrant to each Lender that the following
statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. Holdings and each Borrower has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Holdings and each Borrower.
C. NO CONFLICT. The execution and delivery by Holdings and each
Borrower of this Amendment and the performance by Holdings and each Borrower of
the Amended Agreement do not and will not (i) violate any provision of any law
or any governmental rule or regulation applicable to Holdings or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Holdings
or any of its Subsidiaries or any order, judgment or decree of any court or
other agency of government binding on Holdings or any of its Subsidiaries, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Holdings or any of
its Subsidiaries, except for such conflicts, breaches or defaults which could
not reasonably be expected to result in a Material Adverse Effect, (iii) result
in or require the creation or imposition of any Lien upon any of the properties
or assets of Holdings Company or any of its Subsidiaries, or (iv) require any
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Holdings or any of its Subsidiaries, except for such
approvals or consents which will be, obtained on or before the First Amendment
Effective Date and disclosed in writing to Lenders.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Holdings and
each Borrower of this Amendment and the performance by Holdings and each
Borrower of the Amended Agreement do not and will not require any Governmental
Authorization.
E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by Holdings and each Borrower and this Amendment and the Amended
Agreement are the legally valid and binding obligations of Holdings and each
Borrower, enforceable against Holdings and each Borrower in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.
SECTION 3. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the First Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like import referring
to the Credit Agreement shall mean and be a reference to the Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Agent or any Lender under, the Credit Agreement or any of the other
Loan Documents.
B. FEES AND EXPENSES. Holdings and each Borrower acknowledges that all
costs, fees and expenses as described in subsection 11.4 of the Credit Agreement
incurred by Administrative Agent and its counsel with respect to this Amendment
and the documents and transactions contemplated hereby shall be for the account
of the Borrowers.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon (i) receipt by
Administrative Agent from Borrowers of an amendment fee for each Lender that has
executed and delivered a counterpart of this Amendment on or prior to December
10,2002, equal to 0.125% of the sum of (x) such Lender's Term Loan Exposure,
plus (y) such Lender's Revolving Loan Exposure, plus (z) such Lender's Offshore
Loan Exposure, (ii) the execution of a counterpart hereof by Holdings, each
Borrower, each other Loan Party and Requisite Lenders and (iii) receipt by
Company and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.
SECTION 4. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each guarantor listed on the signature pages hereof ("GUARANTORS")
hereby acknowledges that it has read this Amendment and consents to the terms
thereof, and hereby confirms and agrees that, notwithstanding the effectiveness
of this Amendment, the obligations of each Guarantor under its applicable
Guaranty shall not be impaired or affected and the applicable Guaranty is, and
shall continue to be, in full force and effect and is hereby confirmed and
ratified in all respects. Each Guarantor further agrees that nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be deemed to
require the consent of such Guarantor to any future amendment to the Credit
Agreement.
[The remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.
COMPANY: SYBRON DENTAL MANAGEMENT, INC.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Representative
HOLDINGS: SYBRON DENTAL SPECIALTIES, INC.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President,Secretary
and General Counsel
OTHER
DOMESTIC
BORROWERS: XXXX CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Representative
ORMCO CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Representative
PINNACLE PRODUCTS, INC.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Representative
OFFSHORE
BORROWER: XXXX NEOS HOLDING SA
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Representative
AGENTS AND LENDERS: CREDIT SUISSE FIRST BOSTON, as
Administrative Agent
By: /s/ XXXXXXX XXXXX
----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
By: /s/ XXXXX XXXXXXXXX
----------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCH
By: /s/ Xxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxxx
Title: Director
By: /s/ Xxxxxxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION,
individually and as a Syndication Agent
By: /s/ XXXX XXXXXXXX
----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
individually and as a Co-Documentation
Agent
By: /s/ XXXXXXX HEIDELECK
---------------------------------------
Name: Xxxxxxx Heideleck
Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
BRANCH, individually and as a
Co-Documentation Agent
By: /s/ XXXXXXXXXX XXXXXXXXX
---------------------------------------
Name: Xxxxxxxxxx Xxxxxxxxx
Title: Deputy General Manager
FLEET NATIONAL BANK,
individually and as a
Co-Documentation Agent
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Notice Address:
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telefacsimile: (000) 000-0000
NATIONAL CITY BANK
By: /s/ XXX XXXXXXX
---------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
XXXXXXX BANK
By: /s/ XXXX XXXXX
---------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
ALLIED IRISH BANKS PLC.
By: /s/ XXXX XXXXXXXXXX/XXXX XXXXXXX
---------------------------------------
Name: Xxxx Xxxxxxxxxx/Xxxx Xxxxxxx
Title: Senior Vice Presidents
ABBEY NATIONAL TREASURY SERVICES PLC
(U.S. BRANCH)
By: /s/ XXXXXX XXXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Manager
ORIX FINANCIAL SERVICES, INC.
By: /s/ XXXX XXXXXXXXXX
----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice-President
COMERICA WEST INCORPORATED
By: /s/ XXXXX X. XXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice-President
Addison CDO, Limited (#1279)
By: Pacific Investment Management
Company, LLC, as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Intercontinental CDO, S.A.(#1284)
By: Pacific Investment Management
Company, LLC, as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Wrigley CDO, Limited (#1285)
By: Pacific Investment Management
Company, LLC, as its Investment Advisor
By: /s/ XXXXX X. XXXXXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited as
Term Lender
By: /s/ XXXXX X.XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director Portfolio
Manager
The Sumitomo Trust & Banking Co., Ltd
New York Branch
By: /s/ XXXXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
Avalon Capital Ltd.
By: INVESCO Senior Secured Management,
Inc. As Pportfolio Advisor
By: /s/ XXXXXX X.X. XXXXX
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
Saratoga CLO I, Limited
By: INVESCO Senior Secured Management,
Inc. As Asset Manager
By: /s/ XXXXXX X.X> XXXXX
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
MIZUHO Corporate Bank, LTD
By: /s/ XXXXXXXX XXXXXX
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Sr. Vice President & Group Head
Natexis Banques Populaires
By: /s/ XXXXX X. XXXXXX, XX.
----------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manger
By: /s/ XXXXXX X. XXXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Associate
BRYN MAWR CLO, LTD
By: Deerfield Capital Management LLC as
its Collateral Manger
By: /s/ XXX XXXXXXX
----------------------------------------
Name: Xxx Xxxxxxx
Title: Sr. Vice President
Jupiter Loan Funding LLC
By: /s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Asst. Vice President
PPM Spyglass Funding Trust
By: /s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Asst. Vice President
PPM Shadow Creek Funding LLC
By: /s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Asst. Vice President
Harbour Town Funding LLC
By: /s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Asst. Vice President
Forest Creek CLO, LTD.
By: Deerfield Capital Management LLC, as
its Collateral Manager
By: /s/ XXX XXXXXXX
----------------------------------------
Name: Xxx Xxxxxxx
Title: Senior Vice President
Senior Debt Portfolio
By: Boston Management and Research as
Investment Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxx Xxxxx Senior Income Trust
By: Xxxxx Xxxxx Management Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxxxx & Co.
By: Boston Management and Research as
Investment Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxx Xxxxx Institutional Senior Loan
Fund
By: Xxxxx Xxxxx Management Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Oxford Strategic Income Fund
By: Xxxxx Xxxxx Management Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxx Xxxxx CDO III, LTD
By: Xxxxx Xxxxx Management Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxx Xxxxx CDO IV, LTD
By: Xxxxx Xxxxx Management Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxxxxxxxx Xxxxx Xxxxx CDO V, LTD
By: Xxxxx Xxxxx Management Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Big Sky Senior Loan Fund, LTD
By: Xxxxx Xxxxx Management Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Fidelity Advisor Series II: Fidelity
Advisor Floating Rate High Income Fund
By: /s/ XXXXXXX X. XXXX, XX.
----------------------------------------
Name: Xxxxxxx X.Xxxx
Title: Assistant Treasurer
Rosemont CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ XXX XXXXXXX
----------------------------------------
Name: Xxx Xxxxxxx
Title: Senior Vice President
Sequils-Cumberland I, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By: /s/ XXX XXXXXXX
----------------------------------------
Name: Xxx Xxxxxxx
Title: Senior Vice President
Apex (IDM) CDO I. Ltd.
By: Xxxxx X. Xxxxxx & Company Inc., as
its Collateral Manager
By: /s/ XXXX XXXXXXXXX
----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
Xxxxx CLO Ltd. -2000-I
By: Xxxxx X. Xxxxxx & Company Inc., as
its Collateral Manager
By: /s/ XXXX XXXXXXXXX
----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
ELC (Cayman) Ltd. 1999-III
By: Xxxxx X. Xxxxxx & Company Inc., as
its Collateral Manager
By: /s/ XXXX XXXXXXXXX
----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
Sierra CLO I
By: /s/ XXXX X. XXXXXXXXX
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Operating Officer Centre
Pacific LLC, Manager
Hanover Square CLO Ltd.
By: Blackstone Debt Advisors L.P. as
Collateral Manager
By: /s/ XXXX X. XXXXXXX
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Venture II CDO 2002, Limited
By: its Investment advisor, Barclays
Bank PLC, New York Branch
By: /s/ XXXXX X. XXXX
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Manager
Bank of Montreal
By: /s/ X. XXXXX
----------------------------------------
Name: X. Xxxxx
Title: MD
Olympic Funding Trust, Series 1999-1
By: /s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
Winged Foot Funding Trust
By: /s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
Ares VI CLO Ltd.
By: Ares CLO Management VI, L.P.,
Investment Manager
By: Ares CLO GP VI, LLC,
Its Managing Memeber
By: /s/ XXXX XXXXX
----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
NOVA CDO 2001, LTD.
By: /s/ XXXXX XXXXX
----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Centurion CDO II, Ltd.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ XXXXXX XXXXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
Centurion CDO VI, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ XXXXXX XXXXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
AIB Debt Managemetn LTD
By: /s/ XXXX XXXXXXXXXX
----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
Sequilis - Centurion V, Ltd.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ XXXXXX STRAVRAKIS
----------------------------------------
Name: Xxxxxx Stravrakis
Title: Director - Operations
C-SQUARED CDO LTD.
By: TCW Advisors, Inc., as its Portfolio
Manager
By: /s/ G. XXXXXX XXXXX
----------------------------------------
Name: G. Xxxxxx Xxxxx
Title: Vice President
ELF Funding Trust III
By: New York Life Investment Management,
LLC, as attorney-in-fact
By: /s/ F. Xxxxx Xxxxx
----------------------------------------
Name: F. Xxxxx Xxxxx
Title: Vice President
Octagon Investment Partners III, Ltd.
By: Octagon Credit Investors, LLC as
Portfolio Manager
By: /s/ XXXXXX X. XXXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
General Electric Capital Corporation
By: /s/ W. XXXXXX XXXXXXXXX
----------------------------------------
Name: W. Xxxxxx XxXxxxxxx
Title: Duly Authorized Signatory
IKB Capital Corporation
By: /s/ XXXXX XXXXXX
----------------------------------------
Name: Xxxxx Xxxxxx
Title: President
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral
Manager
By: /s/ XXXX X. XXXXXXX
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC, as
Investing Manager
By: /s/ XXXXX X. XXXX
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Portfolio Manager
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC, as
Collateral Manager
By: /s/ XXXXX X. XXXX
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Portfolio Manager
ING PRIME RATE TRUST
By: ING Investments, LLC, as Investment
Manager
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PILGRIM CLO 1999-I LTD.
By: ING Investments, LLC, as Investment
Manager
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
AVALON CAPITAL LTD.2
By: INVESCO Senior Secured Management,
Inc. As Portfolio Advisor
By: /s/ XXXXXX X.X. XXXXX
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
SEQUILIS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc. As Collateral Manager
By: /s/ XXXXXX X.X. XXXXX
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc. As Investment Advisor
By: /s/ XXXXXX X.X. XXXXX
----------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
