Exhibit 10.73
AMENDMENT NO. 9
THIS AMENDMENT NO. 9 (this "Amendment"), dated as of January 24, 2002,
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is by and among XXXXX & LORD, INC., a Delaware corporation (the "Borrower"),
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XXXXX & LORD INDUSTRIES, INC., a Delaware corporation ("G&L Industries"), the
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other Domestic Subsidiaries of the Borrower (each a "Guarantor", and together
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with G&L Industries, the "Guarantors"), the Lenders identified on the signature
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pages hereto (the "Lenders") and FIRST UNION NATIONAL BANK, as Agent for the
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Lenders (the "Agent").
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W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of January 29, 1998,
as amended from time to time prior to the date hereof (the "Existing Credit
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Agreement") among the Borrower, the Guarantors, the Lenders and the Agent, the
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Lenders have extended commitments to make certain credit facilities available to
the Borrower;
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
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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
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as amended hereby.
"Amendment No. 9 Effective Date" is defined in Subpart 3.1.
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SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
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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 No. 9
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. Section 1.1.
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(a) The following definitions appearing in Section 1.1 of the
Existing Credit Agreement are amended and restated in their entireties to read
as follows:
"Loan" shall mean an Overadvance Loan, a Revolving Loan, a
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Swingline Loan and/or the Term Loans, as appropriate.
"Mandatory Borrowing" shall have the meaning set forth in
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Section 2.1A(b)(ii), Section 2.3(b)(ii) or Section 2.4(e).
"Note" or "Notes" shall mean the Overadvance Note, the
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Revolving Notes, the Swingline Note and/or the Term Notes,
collectively, separately or individually, as appropriate.
(b) The following new definitions are hereby added to Section
1.1 of the Existing Credit Agreement in the appropriate alphabetical order to
read as follows:
"Overadvance Commitment" shall mean the commitment of the
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Overadvance Lender to make Overadvance Loans in an aggregate principal
amount at any time outstanding up to the Overadvance Committed Amount,
and the commitment of the Lenders to purchase participation interests
in the Overadvance Loans as provided in Section 2.1A(b)(ii), as such
amounts may be reduced from time to time in accordance with the
provisions hereof.
"Overadvance Committed Amount" shall mean the amount of the
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Overadvance Lender's Overadvance Commitment as specified in Section
2.1A(a).
"Overadvance Lender" shall mean First Union, in its capacity
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as such.
"Overadvance Loans" shall have the meaning set forth in
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Section 2.1A.
"Overadvance Note" shall mean the promissory note of the
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Borrower in favor of the Overadvance Lender evidencing the Overadvance
Loans provided pursuant to Section 2.1A(d), as such promissory note may
be amended, modified, supplemented, extended, renewed or replaced from
time to time.
"Overadvance Termination Date" shall mean February 22, 2002.
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SUBPART 2.2. Revolving Loans. Article II of the Existing Credit
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Agreement is hereby amended by adding the following new Section 2.1A immediately
after Section 2.1:
Section 2.1A Overadvance Loans.
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(a) Overadvance Commitment. Until the Overadvance Termination
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Date, subject to the terms and conditions hereof, the Overadvance
Lender, in its individual capacity, may, in its sole and absolute
discretion, make certain revolving credit loans to the Borrower (each,
an "Overadvance Loan" and collectively, the "Overadvance Loans")
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for the purposes hereinafter set forth; provided, however, (i) the
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aggregate amount of Overadvance Loans outstanding at any time shall not
exceed $10,000,000 (the "Overadvance Committed Amount"), and (ii) the
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sum of the aggregate amount of outstanding Revolving Loans plus
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Swingline Loans plus LOC Obligations plus Overadvance Loans shall not
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exceed the lesser of the aggregate Revolving Committed Amount then in
effect and the Borrowing Base plus the Overadvance Committed Amount;
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and provided further that the Overadvance Lender may make the
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Overadvance Loans so long as the conditions specified in Section 4.2
are then satisfied, other than any condition that fails to be satisfied
solely as a result of the sum of the aggregate amount of outstanding
Revolving Loans plus Swingline Loans plus LOC Obligations plus
---- ---- ----
Overadvance Loans (after giving effect thereto) exceeding the Borrowing
Base. Overadvance Loans hereunder may be repaid and reborrowed in
accordance with the provisions hereof.
(b) Overadvance Loan Borrowings.
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(i) Notice of Borrowing and Disbursement. The
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Overadvance Lender may, in its sole discretion, make
Overadvance Loans available to the Borrower on any Business
Day upon request made by the Borrower not later than 12:00
Noon (Charlotte, North Carolina time) on such Business Day. A
notice of request for Overadvance Loan borrowing shall be made
in the form of Schedule 2.1(b)(i) with appropriate
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modifications. Overadvance Loan borrowings hereunder shall be
made in minimum amounts of $100,000 and in integral amounts of
$100,000 in excess thereof.
(ii) Repayment of Overadvance Loans. Each Overadvance
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Loan borrowing shall be due and payable on demand, and in any
event, no later than on the Overadvance Termination Date. The
Overadvance Lender may, at any time, in its sole discretion,
by written notice to the Borrower and the Agent, demand
repayment of its Overadvance Loans by way of a Revolving Loan
borrowing, in which case the Borrower shall be deemed to have
requested a Revolving Loan borrowing comprised entirely of
Alternate Base Rate Loans in the amount of such Overadvance
Loans; provided, however, that, in the following
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circumstances, any such demand shall also be deemed to have
been given one Business Day prior to each of (i) the
Overadvance Termination Date, (ii) the occurrence of any Event
of Default described in Section 7.1(e), (iii) upon
acceleration of the Credit Party Obligations hereunder,
whether on account of an Event of Default described in Section
7.1(e) or any other Event of Default, and (iv) the exercise of
remedies in accordance with the provisions of Section 7.2
hereof (each such Revolving Loan borrowing made on account of
any such deemed request therefore as provided herein being
hereinafter referred to as a "Mandatory Borrowing"). Each
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Lender hereby irrevocably agrees to make such Revolving Loans
promptly upon any such request or deemed request on account of
each Mandatory Borrowing in the amount and in the manner
specified in the preceding sentence and on the same such date
so long as the conditions specified in Section 4.2 are then
satisfied, but notwithstanding (I) the amount of Mandatory
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Borrowing may not comply with the
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minimum amount for borrowings of Revolving Loans otherwise
required hereunder, (II) failure of any such request or deemed
request for Revolving Loans to be made by the time otherwise
required in Section 2.1(b)(i), (III) the date of such
Mandatory Borrowing, or (IV) any reduction in the Revolving
Committed Amount or termination of the Revolving Commitments
immediately prior to such Mandatory Borrowing or
contemporaneously therewith. In the event that any Mandatory
Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of
the commencement of a proceeding under the Bankruptcy Code
with respect to the Borrower or as a result of the failure of
the conditions in Section 4.2 to be satisfied), then each
Lender hereby agrees that it shall forthwith purchase (as of
the date the Mandatory Borrowing would otherwise have
occurred, but adjusted for any payments received from the
Borrower on or after such date and prior to such purchase)
from the Overadvance Lender such participations in the
outstanding Overadvance Loans as shall be necessary to cause
each such Lender to share in such Overadvance Loans ratably
based upon the respective Revolving Commitment Percentage
(determined before giving effect to any termination of the
Commitments pursuant to Section 7.2); provided that (A) all
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interest payable on the Overadvance Loans shall be for the
account of the Overadvance Lender until the date as of which
the respective participation is purchased, and (B) at the time
any purchase of participations pursuant to this sentence is
actually made, the purchasing Lender shall be required to pay
to the Overadvance Lender interest on the principal amount of
such participation purchased for each day from and including
the day upon which the Mandatory Borrowing would otherwise
have occurred to but excluding the date of payment for such
participation, at the rate equal to, if paid within two (2)
Business Days of the date of the Mandatory Borrowing, the
Federal Funds Effective Rate, and thereafter at a rate equal
to the Alternate Base Rate.
(c) Interest on Overadvance Loans. Subject to the provisions
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of Section 2.9, Overadvance Loans shall bear interest at a per annum
rate equal to the Alternate Base Rate plus the Applicable Percentage
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for Revolving Loans. Interest on Overadvance Loans shall be payable in
arrears on the Overadvance Termination Date.
(d) Overadvance Note. The Overadvance Loans shall be evidenced
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by a duly executed promissory note of the Borrower to the Overadvance
Lender in the original amount of the Overadvance Committed Amount and
substantially in the form of Schedule 2.1A(d).
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SUBPART 2.3. Commitment Fee. Section 2.5(a) of the Existing Credit
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Agreement is hereby amended by adding the phrase "and Overadvance Loans"
immediately after the phrase "Swingline Loans" therein.
SUBPART 2.4. Commitment Reductions. Section 2.6 of the Existing Credit
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Agreement is hereby amended by adding the following new paragraph (d) after
paragraph (c) thereof:
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(d) Overadvance Termination Date. The Overadvance Commitment
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shall automatically terminate on the Overadvance Termination Date.
SUBPART 2.5. Prepayments.
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(a) Optional Prepayments. Section 2.7(a) of the Existing
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Credit Agreement is hereby amended by (i) adding the phrase "and
Overadvance Loans" after the phrase "Swingline Loans" in the first
sentence thereof, (ii) adding the phrase ", Overadvance Loans"
immediately after the phrase "Swingline Loan" in the penultimate
sentence thereof and (iii) deleting the third sentence thereof in its
entirety and substituting in lieu thereof the following:
Subject to the foregoing terms and notwithstanding anything to
the contrary contained in Section 9.7, amounts prepaid under
this Section 2.7(a) shall, until the later of the Overadvance
Termination Date and the date on which all obligations under
the Overadvance Loans shall be satisfied in full in accordance
with the terms of this Agreement, be applied to the
Overadvance Loans and thereafter, shall be applied as the
Borrower may elect; provided that if the Borrower fails to
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specify the application of an optional prepayment then such
prepayment shall be applied first to Overadvance Loans, if
any, second to Revolving Loans and then pro rata to the
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remaining principal installments of the Term Loans, in each
case first to Alternate Base Rate Loans and then to LIBOR Rate
Loans in direct order of Interest Period maturities.
(b) Mandatory Prepayments. Section 2.7(b)(ix) of the Existing
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Credit Agreement is hereby amended by deleting the first word "All" and
substituting in lieu thereof the following:
Notwithstanding anything to the contrary contained in Section
9.7, all amounts required to be paid pursuant to this Section
2.7(b) shall, until the later of the Overadvance Termination
Date and the date on which all obligations under the
Overadvance Loans shall be satisfied in full in accordance
with the terms of this Agreement, be applied first to the
repayment of any outstanding Overadvance Loans. Thereafter,
all
SUBPART 2.6. Schedules to Credit Agreement. The schedules of the
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Existing Credit Agreement are hereby amended by adding the attached Schedule
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2.1A(d) as a new Schedule 2.1A(d) to the Credit Agreement.
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SUBPART 2.7. Security Agreement. Section 11 of the Security Agreement
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is hereby amended by deleting clause "third" thereof in its entirety and
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substituting in lieu thereof the following:
third, until the later of the Overadvance Termination Date and
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the date on which all obligations with respect to the
Overadvance Loans shall be satisfied in full in accordance
with the terms of the Credit Agreement, to any amounts
outstanding
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with respect to the Overadvance Loans, and thereafter, to the
principal amount of the Secured Obligations
SUBPART 2.8. Pledge Agreement. Section 11 of the Pledge Agreement is
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hereby amended by deleting clause "third" thereof in its entirety and
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substituting in lieu thereof the following:
third, until the later of the Overadvance Termination Date and
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the date on which all obligations with respect to the
Overadvance Loans shall be satisfied in full in accordance
with the terms of the Credit Agreement, to any amounts
outstanding with respect to the Overadvance Loans, and
thereafter, to the principal amount of the Pledgor Obligations
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment No. 9 Effective Date. This Amendment shall be
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and become effective as of the date (the "Amendment No. 9 Effective Date") when
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all of the conditions set forth in this Part III shall have been satisfied, and
thereafter this Amendment shall be known, and may be referred to, as "Amendment
No. 9."
SUBPART 3.2. Execution of Counterparts of Amendment and Note. The Agent
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shall have received (a) 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 Required Lenders and (b) an Overadvance Note
for the account of the Overadvance Lender, duly executed on behalf of the
Borrower.
SUBPART 3.3. Amendment Fee. The Borrower shall pay to the Agent, for
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the account of each Lender executing and delivering this Amendment to the Agent
on or before 5:00PM (EST), January 24, 2002, an amendment fee (the "Amendment
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Fee") equal to 0.15% of such Lender's Commitment.
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PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment to any Part
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or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement. This
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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 4.3. References in Other Credit Documents. At such time as this
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Amendment shall become effective pursuant to the terms of Subpart 3.1, all
references in the Existing Credit Agreement to the "Agreement" and all
references in the other Credit Documents
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to the "Credit Agreement" shall be deemed to refer to the Existing Credit
Agreement as amended by this Amendment.
SUBPART 4.4. Affirmation of Liens. The Borrower and the Guarantors, as
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applicable, affirm the liens and security interests created and granted in the
Existing Credit Agreement and the Credit Documents and agree that this Amendment
shall in no manner adversely affect or impair such liens and security interests.
SUBPART 4.5. Representations and Warranties. The Borrower and the
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Guarantors hereby represent and warrant as follows:
(a) Each Credit Party has taken all necessary action to
authorize the execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by the
Credit Parties and constitutes each of the Credit Parties' legal, valid
and binding obligations, enforceable in accordance with its terms,
except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or Governmental
Authority or third party is required in connection with the execution,
delivery or performance by any Credit Party of this Amendment (except
as required pursuant to the Credit Agreement).
(d) The representations and warranties of the Credit Parties
set forth in Article III of the Amended Credit Agreement are true and
correct in all material respects as of the date hereof.
(e) No Default or Event of Default exists under the Existing
Credit Agreement on and as of the date hereof after giving effect to
the amendments contained herein.
(f) No Credit Party, to the best of its knowledge, has any
counterclaims, offsets, credits or defenses to the Credit Documents and
the performance of its obligations thereunder.
SUBPART 4.6. Acknowledgment. The Guarantors (i) acknowledge and consent
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to all of the terms and conditions of this Amendment, (ii) affirm all of their
obligations under the Credit Documents and (iii) agree that this Amendment and
all documents executed in connection herewith do not operate to reduce or
discharge the Guarantors' obligations under the Amended Credit Agreement or the
other Credit Documents.
SUBPART 4.7. Counterparts. This Amendment may be executed by the
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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.
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SUBPART 4.8. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
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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 4.9. Successors and Assigns. This Amendment shall be binding
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upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[Remainder of page intentionally left blank]
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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: XXXXX & LORD, INC.
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By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President, Treasurer and Secretary
GUARANTORS: XXXXX & LORD INDUSTRIES, INC.
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By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President, Treasurer and Secretary
G&L SERVICE COMPANY, NORTH
AMERICA, INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President, Treasurer and Secretary
SWIFT XXXXXXXX XXX.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President, Treasurer and Secretary
SWIFT DENIM XXXXXXXX XXX.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President, Treasurer and Secretary
XXXXX & LORD PROPERTIES, INC.
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President and Treasurer
SWIFT DENIM PROPERTIES, INC.
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President and Treasurer
BRIGHTON WEAVING LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Manager
FLINT SPINNING LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Manager
GREENSBORO TEXTILE ADMINISTRATION LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Manager
XXXXXXXX WEAVING LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Manager
SOCIETY HILL FINISHING LLC,
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Manager
AGENT AND LENDERS: FIRST UNION NATIONAL BANK,
----------------- as Administrative Agent and as a Lender
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Title: Vice President
NATIONAL CITY BANK
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
XXX CAPITAL FUNDING L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
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Title: Senior Portfolio Manager
Highland Capital Management, L.P.
ML CLO XIX STERLING LTD.
By: Highland Capital Management, L.P.
(As Collateral successor in interest
to Sterling Asset Manager)
By: /s/ Xxxx Xxxxxxx
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Title: Senior Portfolio Manager
Highland Capital Management, L.P.
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
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Title: Senior Portfolio Manager
Highland Capital Management, L.P.
ELF FUNDING TRUST I
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
ML CBO IV LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxx Xxxxxxx
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Title: Senior Portfolio Manager
Highland Capital Management, L.P.
KZH HIGHLAND-2 LLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Title: Authorized Agent
SUNTRUST BANK
By: /s/ Xxxxxx X. Ways
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Title: Managing Director
WACHOVIA BANK, N.A.
as Administrative Agent and as a Lender
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxx Xxxxx
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Title: Vice President
BANK OF SCOTLAND
By: /s/ Xxxxxx Xxxxxx
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Title: Vice President
BOS (USA) INC.
By: /s/ Xxxxxx Xxxxxx
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Title: Vice President
Bank of Scotland as Administrative Agent
For BoS (USA) Inc.
BANK OF TOKYO-MITSUBISHI
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
BANK ONE, NA
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
NATIONAL BANK OF CANADA
By: /s/ Xxxx X. Council
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Title: Vice President
By: /s/ Xxxx Xxxxxxx
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Title: Vice President and Manager
NORTHWOODS CAPITAL, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P.,
As Collateral Manager
By: /s/ Xxxx X. Xxxxxx
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Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P.,
As Collateral Manager
By: /s/ Xxxx X. Xxxxxx
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Title: Managing Director
BNP PARIBAS
By: /s/ Xxxxxx X. Xxxxxx
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Title: Managing Director
THE CIT GROUP/COMMERCIAL
SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
CYPRESS TREE INVESTMENT PARTNERS
I, LTD.
By: Cypress Tree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ P. Xxxxxxx Xxxx
---------------------------------------
Title: Principal
CYPRESS TREE INVESTMENT PARTNERS
II, LTD.
By: Cypress Tree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ P. Xxxxxxx Xxxx
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Title: Principal
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: /s/ Xxxx Xxxxxx
---------------------------------------
Title: Director
APEX (IDM) CDO I, LTD.
By: /s/ Xxxx Xxxxxx
---------------------------------------
Title: Director
ELC (CAYMAN) LTD. 2000-I
By: /s/ Xxxx Xxxxxx
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Title: Director
ELC (CAYMAN) LTD.
By: /s/ Xxxx Xxxxxx
---------------------------------------
Title: Director
PACIFICA PARTNERS I, L.P.
By: /s/ Xxx Xxxxxxx
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Title: Vice President
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors LLC,
As Collateral Manager
By: /s/ Xxxxx Xxxx
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Title: Vice President & Portfolio Manager
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: /s/ Xxxxx Xxxx
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Title: Vice President & Portfolio Manager
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc., as Attorney in fact
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senor Secured Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Authorized Signatory
MASSMUTUAL HIGH YIELD PARTNERS II,
LLC
By: HYP Management, Inc.
By: /s/ Xxxxxxxx Xxxxx
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Title: Vice President
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxx
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Title: Second Vice President and Associate
General Counsel
ARK CLO 2000-1, LIMITED
By: Partriarch Partners, LLC
Its Collateral Manager
By: /s/ Xxxx Xxxxxx
-------------------------------------------------
Title: Authorized Signatory
ARK II CLO 2001-1, LIMITED
By: Partriarch Partners II, LLC
Its Collateral Manager
By: /s/ Xxxx Xxxxxx
-------------------------------------------------
Title: Authorized Signatory
PILGRIM AMERICA HIGH INCOME
INVESTMENTS INC. LTD.
By: ING Pilgrim Investments
As its Investment Manager
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------------
Title: Vice President
SEQUILS PILGRIM-1 LTD.
By: ING Pilgrim Investments
As its Investment Manager
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------------
Title: Vice President
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments
As its Investment Manager
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Investment Advisory Corp.
As Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
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Title: Executive Director
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Investment Advisory Corp.
As Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title: Executive Director
XXX XXXXXX PRIME RATE INCOME
TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title: Executive Director
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Title: Executive Director
