EXHIBIT 10.1
EXECUTION COPY
AMENDMENT AGREEMENT dated as of April 11, 2002 (this
"Agreement"), among AMERICAN COMMERCIAL LINES LLC, a Delaware
limited liability company (the "Borrower"), AMERICAN
COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability
company ("Holdings"), the Lenders listed on the signature
pages herein, and JPMORGAN CHASE BANK, a New York banking
corporation formerly named The Chase Manhattan Bank, as
issuing bank (in such capacity, the "Issuing Bank"), as
administrative agent (in such capacity, the "Administrative
Agent"), as security trustee (in such capacity, the "Security
Trustee") and as collateral agent (in such capacity, the
"Collateral Agent") for the Lenders.
A. Reference is made to the Credit Agreement dated as of June 30, 1998, as
amended prior to the Restatement Closing Date (as defined below) (the "Original
Credit Agreement"), among Holdings, the Borrower, the Lenders party thereto, the
Issuing Bank, the Administrative Agent, the Security Trustee and the Collateral
Agent pursuant to which (a) the Lenders made Tranche B Term Loans to the
Borrower in an aggregate principal amount equal to $200,000,000 (of which
$[143,950,889] is outstanding as of the date hereof), (b) the Lenders made
Tranche C Term Loans in an aggregate principal amount equal to $235,000,000 (of
which $[169,378,111] is outstanding as of the date hereof), (c) the Lenders
extended and agreed to extend credit to the Borrower in the form of Revolving
Loans in an aggregate principal amount at any time outstanding not in excess of
$100,000,000 and (d) the Issuing Bank issued and agreed to issue letters of
credit, in an aggregate face amount at anytime outstanding not in excess of
$25,000,000, to support payment obligations incurred in the ordinary course of
business by the Borrower and its Subsidiaries.
B. Holdings, the Borrower, the Required Lenders, the Issuing Bank, the
Administrative Agent, the Security Trustee and the Collateral Agent have agreed,
subject to the terms and conditions contained herein and pursuant to the voting
provisions set forth in the Original Credit Agreement, that the Original Credit
Agreement (including all exhibits and schedules thereto) be amended and restated
in its entirety in the form of the Amended and Restated Credit Agreement set
forth as Exhibit A hereto and without any further action on the part of the
Lenders (the "Amended and Restated Credit Agreement"), provided that until such
time, the Original Credit Agreement shall remain in full force and effect
(subject to the terms of the Forbearance Agreement which shall remain effective
until the earliest to occur of the New Forbearance Termination Date, a
Forbearance Default (as each such term is defined in the Forbearance Agreement)
and the Restatement Closing Date).
C. On the Restatement Closing Date, subject to the consummation of the
other Transactions, (a) $50,000,000 of the then outstanding Revolving Credit
Borrowings shall be converted into Tranche A Term Loans and the Revolving Credit
Commitments permanently reduced by such amount and (b) the Borrower shall prepay
not less than $25,000,000 aggregate principal amount of the outstanding Term
Loans (the "Restatement Prepayment").
D. In connection with the Restructuring, on the Restatement Closing Date a
newly formed, direct or indirect wholly owned subsidiary of DHC shall be merged
with and into Holdings pursuant to Section 2.5 of the Recapitalization
Agreement, with Holdings as the surviving entity (the "Holdings Merger").
E. Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not defined herein
shall have the meanings assigned to such terms in the Amended and Restated
Credit Agreement.
SECTION 2. Amendment and Restatement of the Original Credit Agreement. (a)
Holdings, the Borrower, the Required Lenders, the Issuing Bank, the
Administrative Agent, the Security Trustee and the Collateral Agent agree that
the Original Credit Agreement (including all exhibits and schedules thereto) is
hereby amended and restated, such that on the Restatement Closing Date, the
terms set forth in Exhibit A hereto shall replace the terms of the Original
Credit Agreement. As used in the Amended and Restated Credit Agreement, the
terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof"
and words of similar import shall, unless the context otherwise requires, mean,
from and after the replacement of the terms of the Original Credit Agreement by
the terms of the Amended and Restated Credit Agreement, the Amended and Restated
Credit Agreement.
(b) On the Restatement Closing Date and upon the replacement of the terms
of the Original Credit Agreement by the terms of the Amended and Restated Credit
Agreement, (i) $50,000,000 of the then outstanding Revolving Credit Borrowings
shall be converted into Tranche A Term Loans and the Revolving Credit
Commitments permanently reduced by such amount and (ii) the Borrower shall make
the Restatement Prepayment.
SECTION 3. Representations and Warranties. The Borrower hereby makes to
each of the other parties hereto, on and as of the Restatement Closing Date,
each of the representations and warranties contained in Article III of the
Amended and Restated Credit Agreement, except to the extent such representations
and warranties expressly relate to an earlier date, and each of such
representations and warranties is hereby incorporated by reference herein.
SECTION 4. Fees. On the Restatement Closing Date, the Borrower agrees to
pay a fee (the "Amendment Fee") to each Lender that executes and delivers to the
Administrative Agent (or its counsel) a signature page to this Agreement on or
prior to
2
April 11, 2002, through the Administrative Agent, in an amount equal to 0.375%
of the sum of (a) the outstanding Term Loans of such Lender and (b) the
Revolving Credit Commitment (whether used or unused) of such Lender, in each
case immediately prior to the replacement of the terms of the Original Credit
Agreement with the terms of the Amended and Restated Credit Agreement and
without giving effect to the conversion of any Revolving Loans into Term Loans
or the Restatement Prepayment. The Amendment Fee shall be payable on the
Restatement Closing Date in immediately available funds. Once paid, the
Amendment Fee shall not be refundable under any circumstances.
SECTION 5. Conditions to the Replacement of the Original Credit Agreement
by the Amended and Restated Credit Agreement. The terms of the Amended and
Restated Credit Agreement shall not replace the terms of the Original Credit
Agreement until the date occurring on or prior to August 1, 2002, on which each
of the following conditions is satisfied (the "Restatement Closing Date"):
(a) The Administrative Agent shall have received, on behalf of itself, the
Lenders and the Issuing Bank, a favorable written opinion of Xxxxxxxx & Xxxxx,
external counsel for Holdings and the Borrower, substantially to the effect set
forth in Exhibit J of the Amended and Restated Credit Agreement, (A) dated the
Restatement Closing Date and (B) addressed to the Issuing Bank, the
Administrative Agent and the Lenders.
(b) The Administrative Agent shall have received (i) a copy of the
articles of organization, including all amendments thereto, of each Loan Party,
certified as of a recent date by the Secretary of State of the state of its
organization, and a certificate as to the good standing of each Loan Party as of
a recent date, from such Secretary of State; (ii) a certificate of the Secretary
or Assistant Secretary of each Loan Party dated the Restatement Closing Date and
certifying (A) that attached thereto is a true and complete copy of the
operating agreement and bylaws, if any, of such Loan Party as in effect on the
Restatement Closing Date and at all times since a date prior to the date of the
resolutions described in clause (B) below, (B) that attached thereto is a true
and complete copy of resolutions duly adopted by the board of directors or
analogous body of such Loan Party authorizing the execution, delivery and
performance of the Loan Documents to which such person is a party and, in the
case of the Borrower, the borrowings thereunder, and that such resolutions have
not been modified, rescinded or amended and are in full force and effect, (C)
that the articles of organization or operating agreement, as the case may be, of
such Loan Party have not been amended since the date of the last amendment
thereto shown on the certificate of good standing furnished pursuant to clause
(i) above, and (D) as to the incumbency and specimen signature of each officer
executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party; (iii) a certificate of another officer as
to the incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to (ii) above; and (iv) such other documents
as the Lenders, the Issuing Bank or Cravath, Swaine & Xxxxx, counsel for the
Administrative Agent, may reasonably request.
(c) The Administrative Agent shall have received a certificate, dated the
Restatement Closing Date and signed by a Financial Officer of the Borrower,
confirming
3
compliance with the conditions precedent set forth in paragraphs (b), (c) and
(d) of Article 4 of the Amended and Restated Credit Agreement.
(d) The Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the Restatement Closing Date, including,
to the extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrower thereunder or under any other
Loan Document.
(e) The Collateral Agent shall have received a Perfection Certificate with
respect to the Loan Parties dated the Restatement Closing Date and duly executed
by a Responsible Officer of the Borrower, and Holdings and the Borrower shall
have taken such action as may be reasonably requested by the Collateral Agent to
ensure the perfection and priority of the Liens of the Security Documents.
(f) The Reaffirmation of Guarantee and Security Documents shall have been
duly executed by the parties thereto, shall have been delivered to the
Collateral Agent and shall be in full force and effect.
(g) The LLC Agreement shall have been duly executed by the parties
thereto, shall have been delivered to the Administrative Agent and shall be in
full force and effect.
(h) The Administrative Agent shall have received a copy of, or a
certificate as to coverage under, the insurance policies required by Section
5.02 of the Amended and Restated Credit Agreement and the applicable provisions
of the Security Documents, each of which shall be endorsed or otherwise amended
to include a "standard" or "New York" lender's loss payable endorsement and to
name the Collateral Agent as additional insured, in form and substance
reasonably satisfactory to the Administrative Agent.
(i) The DHC Contribution shall have been made or shall be made
simultaneously with the replacement of the terms of the Original Credit
Agreement by the terms of the Amended and Restated Credit Agreement, and the
Borrower shall have used the cash proceeds thereof to make the Restatement
Prepayment.
(j) (i) The Exchange Offer and Consent Solicitation shall have been
distributed to the holders of the Senior Unsecured Notes on or prior to April
15, 2002, and shall have been accepted by holders of Senior Unsecured Notes
holding not less than 95% of the aggregate principal amount of the Senior
Unsecured Notes, and the transactions contemplated thereby consummated, on or
prior to June 15, 2002 or (ii) Holdings and/or the Borrower and/or the
Subsidiaries shall have commenced the Chapter 11 Case on or prior to June 15,
2002, and the Chapter 11 Plan shall have been confirmed by the Court and become
effective, and the Borrower shall have emerged from the Chapter 11 Case
proceedings on or prior to August 1, 2002.
(k) None of the Restructuring Documents and the other applicable
agreements relating to the Transactions (including the Recapitalization
Agreement, the Exchange Offer and Consent Solicitation, the Disclosure Statement
and the New Note Documents) shall have been amended, waived or otherwise
modified in any material respect adverse
4
to the Lenders, the Collateral Agent or the Administrative Agent without the
approval of the Required Lenders, which approval shall not be unreasonably
withheld. The Restructuring shall have been consummated or shall be consummated
on or prior to the Restatement Closing Date in accordance with the terms and
conditions of the Restructuring Documents and applicable law.
(l) The Lenders shall have received (i) financial projections for a period
of five years following the Restatement Closing Date, as prepared by management
of the Borrower and delivered to the Administrative Agent on or prior to the
date hereof, reflecting the Transactions and the other transactions contemplated
hereby and including the written assumptions on which such projections were
based, (ii) audited financial statements for the 2001 fiscal year of the
Borrower and (iii) pro forma consolidated financial statements of the Borrower
as of December 28, 2001, and for the twelve-month period then ended, after
giving effect to the Transactions and the consummation of the other transactions
contemplated hereby.
(m) The terms and conditions of the New Note Documents shall not differ in
any material respect adverse to the Lenders, the Collateral Agent or the
Administrative Agent from the terms and conditions described in the Description
of the Senior Notes and the Description of the Senior Subordinated Notes
attached as Exhibits B and C, respectively, to the Recapitalization Agreement.
(n) All requisite Governmental Authorities shall have approved or
consented to the Transactions and the other transactions contemplated hereby to
the extent required, each requisite third party shall have approved or consented
to the Transactions and the other transactions contemplated hereby, in each case
to the extent that each such third party approval or consent is required and is
material to Holdings or the Borrower, all applicable appeal periods shall have
expired and there shall be no governmental or judicial action, actual or
threatened, that has a reasonable likelihood of restraining, preventing or
imposing materially burdensome conditions on the Transactions or the other
transactions contemplated hereby.
(o) The Administrative Agent shall have received reasonably satisfactory
evidence that the Receivables Program shall have been extended on or replaced by
substantially similar material terms to those of the PNC Documentation.
(p) The sum of the cash on hand at the Borrower and the Subsidiary
Guarantors plus the unused Revolving Credit Commitments shall exceed
$10,000,000.
(q) If the Chapter 11 Case shall have been commenced and if any debtor in
possession financing or similar financing shall have been provided to Holdings
or the Borrower, (i) the principal, interest, fees and other amounts due
pursuant to such financing shall have been repaid in full, (ii) all letters of
credit issued pursuant to the DIP Facility shall have been cash collateralized
or continued pursuant to the Amended and Restated Credit Agreement or supported
by standby letters of credit, all as required by the DIP Facility, (iii) all
commitments to lend pursuant to such financing shall have been permanently
terminated, (iv) all obligations pursuant or relating to such financing and all
5
security interests related thereto shall have been discharged, other than
contingent indemnity obligations, and (v) the Administrative Agent shall have
received satisfactory evidence of such repayment, termination and discharge.
(r) The Administrative Agent shall have received reasonably satisfactory
evidence that the Borrower shall have pledged to the Collateral Agent, its
successors and assigns, and granted to the Collateral Agent, its successors and
assigns, for the ratable benefit of the Secured Parties, a security interest in
the Borrower's membership interests in Vessel Leasing LLC, a Delaware limited
liability company.
Holdings, the Borrower, the Required Lenders and the Administrative Agent
agree that upon satisfaction of the conditions set forth in this Section 5, (i)
all previously existing Acknowledged Events of Default, as defined in the
Forbearance Agreement, (ii) all Defaults resulting from a "going concern" or
similar qualification as specified in Section 2(b) of the Forbearance Agreement
and (iii) all Defaults resulting from the implementation and consummation of the
Restructuring as specified in Section 2(c) of the Forbearance Agreement, if any
(collectively the "Restatement Closing Date Acknowledged Events of Default"),
shall be waived.
SECTION 6. Mutual Release. Each of the Lenders party to this Agreement,
the Collateral Agent and the Issuing Bank hereby authorizes and directs, on its
behalf and in its stead, the Administrative Agent to execute and deliver to the
other parties thereto the Mutual Release on the Restatement Closing Date. The
Administrative Agent agrees that on the Restatement Closing Date it shall
execute and deliver the Mutual Release for itself, the Collateral Agent, the
Issuing Bank and the Lenders party to this Agreement.
SECTION 7. Consent and Waiver. The Required Lenders hereby consent to the
Holdings Merger and hereby waive compliance by Holdings and the Borrower with
the provisions of Section 6.05 of the Original Credit Agreement to the extent
(but only to the extent) necessary to permit such merger.
SECTION 8. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. No Novation. Neither this Agreement nor the replacement of the
terms of the Original Credit Agreement by the terms of the Amended and Restated
Credit Agreement shall extinguish the obligations for the payment of money
outstanding under the Original Credit Agreement or discharge or release the Lien
or priority of any security agreement, any pledge agreement or any other
security therefor. Nothing herein contained shall be construed as a substitution
or novation of the Obligations outstanding under the Original Credit Agreement
or instruments securing the same, which shall remain in full force and effect,
except as modified hereby or by instruments executed concurrently herewith.
Nothing expressed or implied in this Agreement, the Amended and Restated Credit
Agreement or any other document contemplated hereby or thereby shall be
construed as a release or other discharge of the Borrower under the Original
Credit Agreement or the Borrower or any other Loan Party under any Loan Document
(as
6
defined in the Original Credit Agreement) from any of its obligations and
liabilities thereunder. Each of the Original Credit Agreement and the other Loan
Documents shall remain in full force and effect, until and except as modified
hereby or in connection herewith. This Agreement shall constitute a Loan
Document for all purposes of the Original Credit Agreement and the Amended and
Restated Credit Agreement.
SECTION 10. Notices. All notices hereunder shall be given in accordance
with the provisions of Section 9.01 of the Amended and Restated Credit
Agreement.
SECTION 11. Counterparts. This Agreement may be executed in one or more
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute but one contract, and shall become effective as provided in Section
13 hereof. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
hereof.
SECTION 12. Headings. The headings of this Agreement are for convenience
of reference only, are not part of this Agreement and are not to be taken into
consideration in interpreting this Agreement.
SECTION 13. Effectiveness. This Agreement shall become effective when it
shall have been executed by the Borrower, Holdings and the Administrative Agent
and when the Administrative Agent shall have required counterparts hereof which,
when taken together, bear the signatures of the Required Lenders, and thereafter
shall be binding upon and inure to the benefit of Holdings, the Borrower, the
Administrative Agent, the Collateral Agent, the Security Trustee, the Issuing
Bank and each Lender and their respective permitted successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
AMERICAN COMMERCIAL LINES LLC,
by
/s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and CFO
AMERICAN COMMERCIAL LINES HOLDINGS LLC,
by
/s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior vice President and CFO
JPMORGAN CHASE BANK, individually and as
Administrative Agent, Collateral Agent,
Issuing Bank and Security Trustee,
by
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
[SUBSIDIARY GUARANTOR SIGNATURE PAGE]
SUBSIDIARY GUARANTORS:
---------------------
ACL CAPITAL CORP.
AMERICAN COMMERCIAL BARGE LINE LLC
AMERICAN COMMERCIAL LINES INTERNATIONAL LLC
AMERICAN COMMERCIAL MARINE SERVICE LLC
JEFFBOAT LLC
AMERICAN COMMERCIAL TERMINALS LLC
AMERICAN COMMERCIAL TERMINALS-MEMPHIS LLC
LOUISIANA DOCK COMPANY LLC
HOUSTON FLEET LLC
LEMONT FLEETING & HARBOR SERVICE LLC
TIGER SHIPYARD LLC
XXXXXXXXX POINT LLC
ORINOCO TASA LLC
ORINOCO TASV LLC
by
/s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and CFO
Authorized Signatory
AMMC CDO I, LIMITED,
by American Money Management Corp.,
as Collateral Manager,
by
/s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
AMMC CDO II, LIMITED,
by American Money Management Corp.,
as Collateral Manager,
by
/s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ARCHIMEDES FUNDING, LLC,
by ING Capital Advisors LLC, as
Collateral Manager,
by
/s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
ARCHIMEDES FUNDING III, LTD.,
by ING Capital Advisors LLC, as
Collateral Manager,
by
/s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
BALANCED HIGH-YIELD FUND I, LTD.,
by ING Capital Advisors LLC, as
Asset Manager,
by
/s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
BANK ONE, KENTUCKY NA,
by
/s/ Xxxxxxx XxXxxxxx
--------------------------------
Name: Xxxxxxx XxXxxxxx
Title: First Vice President
CENTURION CDO II, LTD.,
by American Express Asset
Management Group Inc., as
Collateral Manager,
by
/s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Managing
Director
CENTURION CDO III, Limited,
by American Express Asset
Management Group Inc., as
Collateral Manager,
by
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND,
by Xxxxx Xxxxx Management, as
Investment Advisor,
by
/s/ Payson X. Xxxxxxxxx
--------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST,
by Xxxxx Xxxxx Management, as
Investment Advisor,
by
/s/ Payson X. Xxxxxxxxx
--------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
FIRST DOMINION FUNDING I,
by
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
XXXXXXX & CO,
by Boston Management and Research,
as Investment Advisor,
by
/s/ Payson X. Xxxxxxxxx
--------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
HIBERNIA NATIONAL BANK,
by
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
INDOSUEZ CAPITAL FUNDING III,
LIMITED,
by Indosuez Capital, as Portfolio
Advisor,
by
/s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.,
by RBC Leveraged Capital, as
Portfolio Advisor,
by
/s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
ING PRIME RATE TRUST,
by ING Investments, LLC, as
Investment Manager,
by
/s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
KEYPORT LIFE INSURANCE COMPANY,
by Xxxxx Xxx & Farnham
Incorporated, as Agent,
by
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx by
Title: Senior Vice President &
Portfolio Manager
KZH CYPRESS TREE-1 LLC,
by
/s/ Xxxxx Xxx
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH HIGHLAND-2 LLC,
by
/s/ Xxxxx Xxx
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH ING-2 LLC,
by
/s/ Xxxxx Xxx
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH PAMCO LLC,
by
/s/ Xxxxx Xxx
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH RIVERSIDE LLC,
by
/s/ Xxxxx Xxx
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
KZH STERLING LLC,
by
/s/ Xxxxx Xxx
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
LIBERTY-XXXXX XXX ADVISOR FLOATING
RATE ADVANTAGE FUND,
by Xxxxx Xxx & Farnham
Incorporated, as Advisor,
by
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President &
Portfolio Manager
MIZUHO CORPORATE BANK, LTD.
(successor in interest to THE DAI-
TCHI KANGYO BANK, LTD.),
by
/s/ Naoki Yamamori
--------------------------------
Name: Naoki Yamamori
Title: Senior Vice President &
Department Head
ML CBO IV (CAYMAN) LTD,
by Highland Capital Management,
L.P., as Collateral Manager,
by
/s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice
President-CFO
ML CLO XIX STERLING (CAYMAN) LTD,
by Highland Capital Management,
L.P. (as successor in interest
to Sterling Asset Manager),
by
/s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice
President-CFO
ML CLO XX PILGRIM AMERICA (CAYMAN)
LTD.,
by ING Investments, LLC, as
Investment Manager,
by
/s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
MOUNTAIN CAPITAL CLO I, LTD.,
by
/s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
NATEXIS BANQUES POPULAIRES,
by
/s/ Xxxxx X. Xxxxxx, Xx.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group
Manager
by
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Associate
NATIONAL CITY BANK OF KENTUCKY,
by
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
NATIONAL WESTMINSTER BANK PLC,
by NatWest Capital Markets Limited,
as Agent,
by Greenwich Capital Markets, Inc.,
as Agent,
by
/s/ Xxxxx Xxxxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
OCTAGON INVESTMENT PARTNERS III,
LTD.,
by Octagon Credit Investors, LLC,
as Portfolio Manager,
by
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
ORIX FINANCE CORP. I,
by
/s/ Xxxxxxxx X.X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxxxx X.X. Xxxxx,
Xx.
Title: Authorized
Representative
XXX CAPITAL FUNDING L.P.,
by Highland Capital Management,
L.P., as Collateral Manager,
by
/s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice
President-CFO
PB CAPITAL CORPORATION,
by
/s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Associate
by
/s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
PILGRIM CLO 1999-1 LTD.,
by ING Investments, LLC, as
Investment Manager,
by
/s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
PNC BANK NATIONAL ASSOCIATION,
by
/s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Assistant Vice
President
REPULSE BAY CAPITAL LLC,
by
/s/ Xxxxxx Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxx Christie
Title: Vice President
SEABOARD CLO 2000 LTD.,
by Orix Capital Markets, LLC, as
Collateral Manager,
by
/s/ Xxxxxxxx X.X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxxxx X.X. Xxxxx,
Xx.
Title: Managing Director
SENIOR DEBT PORTFOLIO,
by Boston Management and Research,
as Investment Advisor,
by
/s/ Payson X. Xxxxxxxxx
--------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
SHIPPING BOND FUND LIMITED,
by
/s/ Cato Brahde
--------------------------------
Name: Cato Brahde
Title: Director
SRF 2000 LLC,
by
/s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice
President
SRF TRADING, INC.,
by
/s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice
President
SRV-HIGHLAND, INC.,
by
/s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice
President
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY,
by Xxxxx Xxx & Farnham Incorporated,
as Advisor,
by
/s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
THE TRAVELERS INSURANCE COMPANY,
by
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Investment Officer
TIFD III-X INC.,
by
/s/ Xxxxxx Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxx Christie
Title: Vice President
XXX XXXXXX CLO I, LIMITED,
by Xxx Xxxxxx Investment Advisory
Corp., as Collateral Manager,
by
/s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED
by Xxx Xxxxxx Investment Advisory
Corp., as Collateral Manager,
by
/s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST,
by Xxx Xxxxxx Investment Advisory
Corp.,
by
/s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST,
by Xxx Xxxxxx Investment Advisory
Corp.,
by
/s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
by
/s/ Xxxxxxx Xxxx
--------------------------------
Name: Xxxxxxx Xxxx
Title: Authorized Officer
