Exhibit 10.1
EIGHTH AMENDMENT TO
-------------------
REVOLVING CREDIT AGREEMENT
--------------------------
This EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as
of August 25, 2006 (the "Eighth Amendment"), is entered into by and among
INTERSTATE BAKERIES CORPORATION, a Delaware corporation ("Parent Borrower"), a
debtor and debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code, each of the direct and indirect subsidiaries of the Parent
Borrower party to the Credit Agreement (as defined below) (each individually a
"Subsidiary Borrower" and collectively the "Subsidiary Borrowers"; and together
with the Parent Borrower, the "Borrowers"), each of which is a debtor and
debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code,
JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as
JPMorgan Chase Bank) ("JPMCB"), and each of the other commercial banks, finance
companies, insurance companies or other financial institutions or funds from
time to time party to the Credit Agreement (together with JPMCB, the "Lenders"),
JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as
JPMorgan Chase Bank), as administrative agent (the "Administrative Agent") for
the Lenders, and JPMORGAN CHASE BANK, N.A., a national banking association
(formerly known as JPMorgan Chase Bank), as collateral agent (the "Collateral
Agent") for the Lenders.
WITNESSETH:
WHEREAS, the Borrowers, the Lenders, the Administrative Agent
and the Collateral Agent are parties to that certain Revolving Credit Agreement
dated as of September 23, 2004, as amended by that certain First Amendment to
Revolving Credit Agreement dated as of November 1, 2004, by that certain Second
Amendment to Revolving Credit Agreement dated as of January 20, 2005, by that
certain Third Amendment and Waiver to Revolving Credit Agreement dated as of May
26, 2005, by that certain Fourth Amendment and Waiver to Revolving Credit
Agreement dated as of November 30, 2005, by that certain Fifth Amendment to
Revolving Credit Agreement dated as of December 27, 2005, by that certain Sixth
Amendment and Waiver to Revolving Credit Agreement dated as of March 29, 2006
and by that certain Seventh Amendment to Revolving Credit Agreement dated as of
June 28, 2006, pursuant to which the Lenders have made available to the
Borrowers a revolving credit and letter of credit facility in an aggregate
principal amount not to exceed $200,000,000 (as so amended, the "Credit
Agreement"); and
WHEREAS, the Borrowers have requested that the Lenders amend
and supplement the Credit Agreement to reflect certain modifications to the
Credit Agreement;
WHEREAS, the Lenders have agreed to amend and supplement the
Credit Agreement to reflect certain modifications to the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise
defined in this Eighth Amendment are used as defined in the Credit Agreement. In
addition, the capitalized term "Eighth
Amendment Effectiveness Date" shall mean the first Business Day on which the
conditions set forth in Section 3 hereof are fully satisfied to the satisfaction
of the Administrative Agent. The Administrative Agent will give the Borrowers
and each Lender written notice of the occurrence of the Eighth Amendment
Effectiveness Date.
Section 2. Amendments to Credit Agreement. Subject to the conditions
set forth in Section 3 hereof, the Credit Agreement is hereby amended as
follows:
2.1 Section 1.1 of the Credit Agreement is hereby amended by
adding the following defined terms in proper alphabetical order:
"Amendment Order" shall mean an order of the Bankruptcy Court
in substantially the form of Exhibit A-1 or such other form as
otherwise agreed by the Administrative Agent and the
Borrowers.
"Available Cash" means, on any date, (a) the fair market value
on such date of cash and cash equivalents held in securities
accounts of the Borrowers and their Subsidiaries, and (b) the
amount of available funds held on such date in bank deposit
accounts of the Borrowers and their Subsidiaries.
"FY 2004" shall have the meaning set forth in Section 5.1(a).
2.2 The definition of Consolidated EBITDA in Section 1.1 of
the Credit Agreement is hereby amended by (i) deleting the word "and"
at the end of clause (vii) thereof; (ii) renumbering existing clause
(viii) to be clause (ix); and (iii) inserting a new clause (viii) as
follows: "(viii) non-cash expenses related to the ABA Pension Plan
exceeding $320,000 per fiscal monthly period, and".
2.3 The definition of Maturity Date in Section 1.1 of the
Credit Agreement is hereby amended by deleting the date "September 22,
2006" and substituting therefor the date "June 2, 2007".
2.4 The definition of Orders in Section 1.1 of the Credit
Agreement is hereby amended by adding the text ", Amendment Order"
immediately following the text "Interim Order".
2.5 Clause (xi) of the definition of Permitted Liens in
Section 1.1 of the Credit Agreement is hereby amended by: (i) deleting
the text "that are granted by the Interim Order or the Final Order" and
substituting therefor the text "that are granted by any of the Orders";
and (ii) deleting the text "provided that the Interim Order and the
Final Order" and substituting therefor the text "provided that the
Orders".
2.6 The definition of Real Property Component in Section 1.1
of the Credit Agreement is hereby amended by deleting the text
"$60,000,000" and substituting therefor the text "$70,000,000" and by
deleting the text "30%" and substituting therefor the text "35%".
2.7 Section 2.3(a) of the Credit Agreement is hereby amended
by deleting the text "$125,000,000" and substituting therefor the text
"$150,000,000".
2.8 Section 2.3(b) of the Credit Agreement is hereby amended
by deleting the text "sixty (60)" and substituting therefor the text
"three hundred sixty-five (365)" and by deleting the last sentence
thereof.
2.9 Section 2.13 of the Credit Agreement is hereby amended by
re-lettering subsection (c) as subsection (d) and inserting a new
subsection (c) as follows:
(c) If, on any date on which Loans are outstanding, Available
Cash exceeds $60,000,000, the Borrowers will provide notice
thereof to the Administrative Agent within one Business Day,
and within one Business Day of the date of such notice repay
Loans in an amount equal to such excess (or if less, in the
amount of all outstanding Loans).
2.10 Section 2.19 of the Credit Agreement is hereby amended by
deleting the date "September 20, 2004" and substituting therefor the
date "July 25, 2006".
2.11 Section 2.23(b) of the Credit Agreement is hereby amended
by deleting the text "and leasehold" from the last sentence thereof.
2.12 Section 3.1 and 3.2 of the Credit Agreement are hereby
amended by deleting the parenthetical "(or the Final Order, as
applicable)" in each place where it appears and substituting therefor
the following parenthetical: "(or the Final Order or the Amendment
Order, as applicable)".
2.13 Section 3.4 of the Credit Agreement is hereby amended by
adding the text "and other than with respect to the ABA Pension Plan"
at the end of the last sentence thereof. -
2.14 Section 3.7(b) of the Credit Agreement is hereby amended
in its entirety to read as follows:
(b) None of the Borrowers or their Subsidiaries is in
violation of any law, rule or regulation, or in default with
respect to any judgment, writ, injunction or decree of any
Governmental Authority the violation of which, or a default
with respect to which, would have a Material Adverse Effect,
other than (i) the Parent Borrower's failure to timely file
its Form 10-K for fiscal year 2004, fiscal year 2005 and
fiscal year 2006 and its Form 10-Q for the first, second, and
third quarters of fiscal year 2005 and the first, second and
third quarters of fiscal year 2006 with the United States
Securities and Exchange Commission and (ii) with respect to
the ABA Pension Plan.
2.15 Section 3.9 of the Credit Agreement is hereby amended by
deleting the text "the Interim Order or the Final Order" and
substituting therefor the following: "the Interim Order, the Final
Order and the Amendment Order".
2.16 Section 4.2(d) of the Credit Agreement is hereby amended
by adding the text "Prior to the date of entry of the Amendment Order
by the Bankruptcy Court," at the beginning of the first sentence
thereof, and by adding a new sentence at the end thereof which shall
read as follows:
"From and after the date of entry of the Amendment Order by
the Bankruptcy Court, at the time of the extension of any
Additional Credit, the Final Order and the Amendment Order
shall be in full force and effect, and shall not have been
stayed, reversed, modified, or amended in any respect without
the prior written consent of the Administrative Agent (except
to the extent the Amendment Order modifies the Final Order);
and, if the Final Order or the Amendment Order is the subject
of a pending appeal in any respect, neither the making of the
Loans nor the issuance of any Letter of Credit nor the
performance by any of the Borrowers of any of their
obligations under any of the Loan Documents or under any other
instrument or agreement referred to herein shall be the
subject of a presently effective stay pending appeal."
2.17 Section 5.1(a) of the Credit Agreement is hereby amended
in its entirety to read as follows:
(a) within ninety (90) days after the end of each fiscal year,
consolidated balance sheets and related statements of income,
stockholders' equity, and cash flows, showing the financial
condition of the Borrowers and their Subsidiaries as of the
close of such fiscal year and the results of their respective
operations during such year, such consolidated statements to
be certified by a Financial Officer of each of the Borrowers
to the effect that such consolidated financial statements
fairly present the financial condition and results of
operations of the Borrowers on a consolidated basis in
accordance with GAAP, provided, however, that until such time
as audited consolidated financial statements for the Borrowers
for such fiscal year are available, such financial statements
and the related Financial Officer's certificate may be further
subject to (x) certain adjustments related to pension and
other previously disclosed events and circumstances that will
be quantified (1) by the finalization of the audit of the
fiscal year ended May 29, 2004 ("FY 2004") and contained in
the Form 10-K for FY 2004 that will be delivered to the
Securities and Exchange Commission when available and (2) in
the results for each subsequent fiscal quarterly or annual
period ending prior to the Maturity Date and contained in the
respective Form 10-K or 10-Q, as the case may be, for such
fiscal period and that will be delivered to the Securities and
Exchange Commission when available, (y) the omission of
certain earnings per share information and the required
footnotes to the financial statements, and (z) the omission of
certain expense allocations typically reflected in Borrowers'
financial statements;
2.18 Section 5.1(b) of the Credit Agreement is hereby amended
in its entirety to read as follows:
(b) within forty five (45) days after the end of the first
three fiscal quarters of each fiscal year of the Borrowers,
and within ninety (90) days after the end of the fourth fiscal
quarter of such fiscal year, consolidated balance sheets and
related statements of income, stockholders' equity and cash
flows, showing the financial condition of the Borrowers and
their Subsidiaries on a consolidated basis, in each case as of
the close of such fiscal quarter and the results of their
operations during such fiscal quarter and the then elapsed
portion of the fiscal year, each certified by a Financial
Officer of each of the Borrowers as fairly presenting the
financial condition and results of operations of the Borrowers
on a consolidated basis in accordance with GAAP, subject to
(w) normal year-end audit adjustments, (x) certain adjustments
related to pension and other previously disclosed events and
circumstances that will be quantified (1) by the finalization
of the FY 2004 audit and contained in the Form 10-K for FY
2004 that will be delivered to the Securities and Exchange
Commission when available and (2) in the results for each
subsequent fiscal quarterly or annual period ending prior to
the Maturity Date and contained in the respective Form 10-K or
10-Q, as the case may be, for such fiscal period and that will
be delivered to the Securities and Exchange Commission when
available, (y) the omission of certain earnings per share
information and the required footnotes to the financial
statements, and (z) the omission of certain expense
allocations typically reflected in Borrowers' financial
statements;
2.19 Section 5.1(d) of the Credit Agreement is hereby amended
by inserting the parenthetical "(including the amount of Available Cash
balances at the end of each such fiscal month)" immediately after the
word "Subsidiaries".
2.20 Section 5.1(i) of the Credit Agreement is hereby amended
by deleting the text "each of the first three fiscal quarters" and
substituting therefor the text "the second fiscal quarter".
2.21 Section 5.1(p) of the Credit Agreement is hereby amended
by inserting the text "and each subsequent fiscal quarter and fiscal
year of the Borrowers ending on or prior to the date of entry of the
Amendment Order by the Bankruptcy Court" immediately after "fiscal
quarter ending August 21, 2004".
2.22 Section 6.4 of the Credit Agreement is hereby amended in
its entirety to read as follows:
SECTION 6.4 Capital Expenditures. Each of the Borrowers will
not (and will not apply to the Bankruptcy Court for authority
to), and will cause each of their respective Subsidiaries not
to, make Capital Expenditures during the fiscal quarters of
the Borrowers set forth below, in an aggregate amount in
excess of the amount specified opposite such fiscal quarters;
provided that if the amount of Capital Expenditures that are
made during any such fiscal quarter is less than the amount
thereof that is permitted to be made during such fiscal
quarter, the unused portion thereof may be carried forward to
and made during the subsequent fiscal quarters:
Maximum Capital Expenditures
Fiscal Quarter Ending (millions)
--------------------- ----------
August 26, 2006 $16.00
November 18, 2006 $15.50
March 10, 2007 $11.50
June 2, 2007 $ 8.50
2.23 Section 6.5 of the Credit Agreement is hereby amended in
its entirety to read as follows:
SECTION 6.5 EBITDA. As of the end of each fiscal period of the
Borrowers, commencing with the fiscal monthly period ending
August 26, 2006, the Borrowers will not permit cumulative
Consolidated EBITDA for the period commencing on June 4, 2006
(being the first day of the 2007 fiscal year of the Borrowers)
and ending in each case on the last day of the fiscal period
listed below to be less than the respective amounts specified
opposite such fiscal period:
Cumulative Consolidated EBITDA
Fiscal Period Ending (millions)
-------------------- ----------
August 26, 2006 (1.80)
September 23, 2006 2.40
October 21, 2006 6.30
November 18, 2006 6.70
December 16, 2006 6.50
January 13, 2007 0.80
February 10, 2007 3.80
March 10, 2007 6.70
April 7, 2007 10.40
May 5, 2007 18.20
June 2, 2007 31.30
2.24 Section 7.1(m) of the Credit Agreement is hereby amended
by deleting the word "and" immediately preceding clause (vi) and
inserting the following text at the end of Section 7.1(m): ", (vii)
payments in an amount not to exceed $2,000,000 which are authorized to
be made by that certain Order Pursuant to 11 U.S.C. xx.xx. 362 and 363
and Fed. R. Bankr. P. 9019 (A) Granting Relief From Automatic Stay, (B)
Approving the Debtor's Settlement Agreement with Xxxxxxxx Xxxxxxxxxx,
on behalf of Himself Individually, and as Representative of a Class of
Individuals Similarly Situated, and (C) Conditionally Allowing Claims
Pursuant to the Settlement Agreement, and (viii) payments in an amount
not to exceed $1,500,000 to the Central States Southwest Areas Health
and Welfare Fund and Southeast and Southwest Areas Pension Fund
pursuant to any settlement of any pre-petition claims of such funds as
approved by the Bankruptcy Court; or".
2.25 Section 7.1(n) of the Credit Agreement is hereby amended
by deleting the text "$63,000,000" and substituting therefor the text
"$70,000,000".
2.26 Section 7.1(q) of the Credit Agreement is hereby amended
by deleting the text "$32,000,000" and substituting therefor the text
"$38,000,000".
2.27 The form of Amendment Order attached hereto as Exhibit A
is hereby added to the Credit Agreement as Exhibit A-1 thereto.
Section 3. Effectiveness. The effectiveness of this Eighth Amendment is
subject to the following conditions precedent:
3.1 Supporting Documents. The Administrative Agent shall have
received for each of the Borrowers:
3.1.1 bring-down certificates delivered by each
Borrower (A) certifying that there were no changes, or
providing the text of changes, to the Organizational Documents
of such Borrower as delivered pursuant to Section 4.1(a) of
the Credit Agreement and (B) to the effect that each Borrower
is in good standing in its jurisdiction of incorporation,
organization or formation and in each jurisdiction in which it
is qualified as a foreign corporation or other entity to do
business;
3.1.2 signature and incumbency certificates of the
officers of such Borrower executing the Loan Documents to
which it is a party, dated as of the Eighth Amendment
Effectiveness Date;
3.1.3 duly adopted resolutions of the board of
directors or similar governing body of each Borrower approving
and authorizing the execution, delivery and performance of
this Eighth Amendment, certified as of the Eighth Amendment
Effectiveness Date by its secretary or assistant secretary as
being in full force and effect without modification or
amendment; and
3.1.4 such other documents as the Administrative
Agent may reasonably request.
3.2 Amendment Order. Not later than August 24, 2006, the
Administrative Agent and the Lenders shall have received a certified
copy of the amendment order (the "Amendment Order") in substantially
the form of Exhibit A attached hereto or such other form as otherwise
agreed by the Administrative Agent and the Debtors and which Amendment
Order (i) shall be in full force and effect, (ii) shall not have been
stayed, reversed, modified or amended in any respect, except as
approved by the Administrative Agent in its sole discretion, (iii)
shall approve or otherwise reaffirm the payment by the Borrowers of all
of the Fees set forth in Sections 2.19, 2.20 and 2.21 of the Credit
Agreement and in Section 3.5 hereof, (iv) shall be entered with the
consent or non-objection of a preponderance (as determined by the
Administrative Agent in its sole discretion) of the secured creditors
of any of the Borrowers under the Pre-Petition Credit Agreement, and
(v) if the Amendment Order is the subject of a pending appeal in any
respect, neither the making of such Loan nor the issuance of such
Letter of Credit nor the performance by any of the Borrowers of any of
their obligations under the Credit Agreement as amended by this Eighth
Amendment or under the Loan Documents or under any other instrument or
agreement referred to therein shall be the subject of a presently
effective stay pending appeal.
3.3 Loan Documents. Each Borrower, each Lender and the
Administrative Agent shall have signed a counterpart of this Eighth
Amendment (whether the same or different counterparts) and shall have
delivered the same to the Administrative Agent.
3.4 Opinion of Counsel. The Administrative Agent and the
Lenders shall have received the favorable written opinion of counsel to
the Borrowers, acceptable to the Administrative Agent, substantially in
the form of Exhibit B.
3.5 Payment of Fees and Expenses. The Borrowers shall have
paid to the Administrative Agent (a) any unpaid balance of the fees and
expenses due and payable by the Borrowers pursuant to the Loan
Documents and (b) the then unpaid balance of all accrued and unpaid
Fees due under and pursuant to: (i) the engagement letter dated as of
July 25, 2006 among the Borrowers, JPMCB and X.X. Xxxxxx Securities,
Inc. ("JPMSI"), (ii) the fee letter dated as of July 25, 2006 among the
Borrowers, JPMCB and JPMSI and (iii) the letters referred to in Section
2.19 of the Credit Agreement (as in effect immediately prior to the
Eighth Amendment Effectiveness Date).
3.6 Closing Documents. The Administrative Agent shall have
received all documents required by this Eighth Amendment satisfactory
in form and substance to the Administrative Agent in its exclusive
discretion.
Section 4. Letter of Credit Account Disbursal. Upon the Eighth
Amendment Effectiveness Date, all funds currently on deposit in the Letter of
Credit Account shall be disbursed as follows: one-half shall be paid to the
Borrowers for use in accordance with the Budget and one-half shall be paid to
the administrative agent for the lenders party to the Pre-Petition Credit
Agreement. The administrative agent under the Pre-Petition Credit Agreement
shall receive such funds for the account of such lenders under the Pre-Petition
Credit Agreement as a further component of adequate protection for such lenders
under the Bankruptcy Code, and such amount shall be applied to the principal
balance owed to the lenders under the Pre-Petition Credit Agreement
Section 5. Representations and Warranties. Each Borrower represents and
warrants to the Lenders that:
5.1 After giving effect to the amendments contained herein and
taking into account all prior written waivers and amendments in respect
of the Credit Agreement, the representations and warranties of the
Borrowers contained in Section 3 of the Credit Agreement are true and
correct in all material respects on and as of the date hereof as if
such representations and warranties had been made on and as of the date
hereof (except to the extent that any such representations and
warranties specifically relate to an earlier date); and
5.2 After giving effect to the amendments contained herein and
taking into account all prior written waivers and amendments in respect
of the Credit Agreement, (i) each Borrower is in compliance with all
the terms and provisions set forth in the Credit Agreement, and (ii) no
Event of Default has occurred and is continuing or would result from
the execution, delivery and performance of this Eighth Amendment.
Section 6. Choice of Law. THIS EIGHTH AMENDMENT SHALL IN ALL RESPECTS
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE
AND THE BANKRUPTCY CODE.
Section 7. Full Force and Effect. Except as specifically amended or
waived hereby, all of the terms and conditions of the Credit Agreement shall
remain in full force and effect, and the same are hereby ratified and confirmed.
No reference to this Eighth Amendment need be made in any instrument or document
at any time referring to the Credit Agreement, and a reference to the Credit
Agreement in any such instrument or document shall be deemed a reference to the
Credit Agreement as amended hereby.
Section 8. Counterparts; Electronic Signatures. This Eighth Amendment
may be executed in any number of counterparts, each of which shall constitute an
original, but all of which taken together shall constitute one and the same
agreement. The Administrative Agent may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications.
Section 9. Headings. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration in
interpreting this Eighth Amendment.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Amendment to be duly executed as of the day and the year first written.
BORROWERS:
INTERSTATE BAKERIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
ARMOUR AND MAIN REDEVELOPMENT
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXX'X INN QUALITY BAKED GOODS,
LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
IBC SALES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
IBC SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
IBC TRUCKING, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
INTERSTATE BRANDS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
NEW ENGLAND BAKERY DISTRIBUTORS,
L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
LENDERS:
JPMORGAN CHASE BANK, N.A.
Individually and as
Administrative Agent and
Collateral Agent
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
SPIRET IV LOAN TRUST 2003-B
By: Wilmington Trust Company not
in its individual capacity but
solely as trustee
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Sr. Financial Services
Officer
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Name: DouglasGervolino
Title: Associate Director
Banking Products
Services, US
By: /s/ Xxxx Xxxxxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Associate Director
Banking Products
Services, US
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
HIGHLAND FLOATING RATE ADVANTAGE
FUND
By: /s/ M. Xxxxx Xxxxxxxxx
----------------------------
Name: M. Xxxxx Xxxxxxxxx
Title: Treasurer
HIGHLAND FLOATING RATE LLC
Individually and as
Administrative Agent and
Collateral Agent
By: /s/ M. Xxxxx Xxxxxxxxx
----------------------------
Name: M. Xxxxx Xxxxxxxxx
Title: Treasurer
THE FOOTHILL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
NATIONWIDE LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Associate Vice President
Public Bonds
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxxxx Xxxx
-----------------------------
Name: Xxxxxx Xxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ Xxxx X'Xxxx
----------------------------
Name: Xxxx X'Xxxx
Title: Authorized Signatory
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
DK ACQUISITION PARTNERS, L.P.
By: /s/ Xxxxxxxx Xxxxxxx,
as Safekeeping Agent
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
AIRLIE CBNA LOAN FUNDING LLC
By: /s/ Xxx Xxxxx
----------------------------
Name: Xxx Xxxxx
Title: Attorney-in-fact
SIL LOAN FUNDING LLC
By: /s/ Xxxx Muyouga
----------------------------
Name: Xxxx Muyouga
Title: Officer
GRAND CENTRAL ASSET TRUST, SIL
SERIES
By: /s/ Xxx Xxxxx
----------------------------
Name: Xxx Xxxxx
Title: Attorney-in-fact
SPCP GROUP, L.L.C.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
FIELD POINT II, LTD.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
FIELD POINT III, LTD.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
FIELD POINT IV, LTD.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
PROSPECT HARBOR CREDIT PARTNERS,
LP
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Vice President
SANKATY HIGH YIELD PARTNERS, II,
L.P.
By: /s/ Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Vice President
