Exhibit 4.5
THIRD AMENDMENT AND CONSENT
* Omitted and filed separately with the Commission pursuant to a Confidential
Treatment Request.
THIRD AMENDMENT AND CONSENT (this "Amendment"), dated as of October
28, 1999, among ALLIANCE GAMING CORPORATION, a Nevada corporation (the "U.S.
Borrower"), BALLY ▇▇▇▇▇ VERTRIEBS GMBH, a company with limited liability
organized under the laws of the Federal Republic of Germany ("Bally ▇▇▇▇▇
Vertriebs"), BALLY ▇▇▇▇▇ AUTOMATEN GMBH, a company with limited liability
organized under the laws of the Federal Republic of Germany ("Bally ▇▇▇▇▇
Automaten" and, together with Bally ▇▇▇▇▇ Vertriebs, the "German Borrowers," and
each a "German Borrower", and the German Borrowers, together with the U.S.
Borrower, the "Borrowers," and each a "Borrower"), the financial institutions
party to the Credit Agreement referred to below (the "Lenders") and CREDIT
SUISSE FIRST BOSTON, as Administrative Agent. Unless otherwise defined herein,
all capitalized terms used herein and defined in the Credit Agreement referred
to below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to a Credit Agreement, dated as of August 8, 1997 (as amended, modified
or supplemented through, but not including, the date hereof, the "Credit
Agreement");
WHEREAS, (i) the Banks hereby agree to grant (subject to the terms
and conditions hereof) the consents set forth herein and (ii) the parties hereto
wish to further amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
Article I: Consents
1. Notwithstanding anything to the contrary contained in Section
9.02 of the Credit Agreement, the Lenders hereby agree that Bally ▇▇▇▇▇
Automaten may merge with and into Bally ▇▇▇▇▇ Vertriebs with Bally ▇▇▇▇▇
Vertriebs being the survivor of such merger (the "Merger"). It is understood and
agreed that (i) after giving effect to the Merger, Bally ▇▇▇▇▇ Vertriebs shall
succeed to all rights and obligations of Bally ▇▇▇▇▇ Automaten (including,
without limitation, all obligations under the Credit Agreement and the other
Credit Documents to which Bally ▇▇▇▇▇ Automaten is a party) and (ii) Bally ▇▇▇▇▇
Vertriebs shall execute and deliver all documents requested by the
Administrative Agent in order to evidence or acknowledge such succession and/or
to ensure that after giving effect to the Merger the security interest of the
Collateral Agent in the Collateral (as defined in the German Security Documents)
remains perfected and in full force and effect. From and after the Third
Amendment Effective Date (as defined below), all references in the Credit
Agreement and the other Credit Documents to "Bally ▇▇▇▇▇ Automaten", the "German
Borrowers" and the "German Borrower" shall in each case be deemed to be a
reference to Bally ▇▇▇▇▇ Vertriebs.
2. Notwithstanding anything to the contrary contained in any
provision of the Credit Agreement or any of the other Credit Documents, the
Lenders hereby agree that, as an alternative to the Merger contemplated in the
preceding paragraph, Bally ▇▇▇▇▇ Vertriebs may merge with and into Bally ▇▇▇▇▇
Automaten with Bally ▇▇▇▇▇ Automaten being the survivor of such merger (it being
understood and agreed that if such alternative merger occurs the provisions of
the preceding paragraph shall apply mutatis mutandis).
3. Notwithstanding anything to the contrary contained in Section
9.02 of the Credit Agreement or elsewhere therein, the Lenders hereby agree that
(a) any subsidiary of either German Borrower may be merged with and into such
German Borrower with such German Borrower being the survivor of any such merger,
(b) any Subsidiary of either German Borrower may be merged with and into (or may
be liquidated or dissolved into) any Independent Subsidiary that is a
Wholly-Owned Foreign Subsidiary of such German Borrower or the German Parent,
and (c) either German Borrower may distribute to the German Parent, any of the
shares of capital stock or other ownership interests held by such German
Borrower in any Subsidiary of such German Borrower. It is understood and agreed
that, contemporaneous with any such transactions, the German Parent, the German
Borrowers and their respective Subsidiaries shall execute and deliver all
documents in form and substance satisfactory to the Administrative Agent
requested by the Administrative Agent in order to ensure that after giving
effect thereto, the security interest of the Collateral Agent in the Collateral
(as defined in the German Security Documents) remains fully perfected and in
full force and effect.
4. Notwithstanding anything to the contrary contained in Section
9.02 of the Credit Agreement, the Lenders hereby agree that the U.S. Borrower
may sell the equity interest or other assets comprising its ownership interest
in RCVP, or may sell the business and assets of RCVP substantially as a whole
(any such sale being herein called the "RCVP Sale") provided that (i) no Default
or Event of Default then exists or would result therefrom, (ii) the
Administrative Agent shall have received (x) prior notice of such sale and (y)
the definitive purchase and sale agreement relating to such sale no later than
five days following the execution and delivery thereof, (iii) the total
consideration received by the U.S. Borrower therefor shall be in cash, paid at
the time of the closing of such sale (except for any portion thereof (A)
retained in an escrow account and payable pursuant to any indemnities or
purchase price adjustments contained in such agreement, or (B) payable pursuant
to post-closing adjustment arrangements entered into with respect to such sale)
and in a gross amount of at least $___________*, and (iv) 100% of the Net Sale
Proceeds therefrom are applied to repay outstanding Term Loans in accordance
with the requirements of 4.02(h) and (i) of the Credit Agreement but without
regard to Section 4.02(k) of the Credit Agreement
5. Notwithstanding anything to the contrary contained in Section
9.02 of the Credit Agreement, the Lenders hereby agree that the U.S. Borrower
may sell its equity interests in United Coin Machine Company and Casino
Electronics Inc. or may sell the business and assets of such entities
substantially as a whole (any such sale being herein called the "Nevada Route
Operations Sale"), provided that (i) no Default or Event of Default then exists
or would result therefrom, (ii) the Administrative Agent shall have received (x)
prior notice of such sale and (y) the definitive sale and purchase agreement
relating to such sale no later than five days
following the execution and delivery thereof, (iii) the total
consideration received by the U.S. Borrower therefor shall be cash and paid at
the time of the closing of such sale, at least $___________* (except for any
portion thereof (A) retained in an escrow account and payable pursuant to any
indemnities or purchase price adjustments contained in such agreement, or (B)
payable pursuant to post-closing adjustment arrangements entered into with
respect to such sale) and (iv) 100% of the Net Sales Proceeds therefrom are
applied to repay outstanding Term Loans in accordance with the requirements of
4.02(h) and (i) of the Credit Agreement but without regard to Section 4.02(k) of
the Credit Agreement.
6. Notwithstanding anything to the contrary contained in Section
9.02 of the Credit Agreement, the Lenders hereby agree that the U.S. Borrower
may sell its equity interests in Plantation Investments, Inc. or may sell the
business and assets of such entity as a whole (any such sale being herein called
the "Rail City Sale"), provided that (i) no Default or Event of Default then
exists or would result therefrom, (ii) the Administrative Agent shall have
received (x) prior notice of such sale and (y) the definitive sale and purchase
agreement relating to such sale no later than five days following the execution
and delivery thereof, (iii) the total consideration received by the U.S.
Borrower therefor shall be cash and paid at the time of the closing of such sale
(except for any portion thereof (A) retained in an escrow account pursuant to
any indemnities or purchase price adjustments contained in such agreement, or
(B) payable pursuant to post-closing adjustment arrangements entered into with
respect to such sale), in a gross amount of at least $___________*, and (iv)
100% of the Net Sale Proceeds therefrom are applied to repay outstanding Term
Loans in accordance with the requirements of 4.02(h) and (i) of the Credit
Agreement but without regard to Section 4.02(k) of the Credit Agreement.
7. Notwithstanding anything to the contrary contained in Section
9.02 of the Credit Agreement, the Lenders hereby agree that the U.S. Borrower
may sell VSI, or may sell the business and assets of LVI and its subsidiaries,
VSI, SVS, and VDSI substantially as a whole (any such sale being herein called
the "Louisiana Route Operations Sale") provided that (i) no Default or Event of
Default then exists or would result therefrom, (ii) the Administrative Agent
shall have received (x) prior notice of such sale and (y) the definitive sale
and purchase agreement relating to such sale no later than five days following
the execution and delivery thereof, (iii) the total consideration received by
the U.S. Borrower therefor shall be cash and paid at the time of the closing of
such sale (except for any portion thereof (A) retained in an escrow account
pursuant to any indemnities or purchase price adjustments contained in such
agreement, or (B) payable pursuant to post-closing adjustment arrangements
entered into with respect to such sale), in a gross amount of at least
$___________*, and (iv) 100% of the Net Sale Proceeds therefrom are applied to
repay outstanding Term Loans in accordance with the requirements of 4.02(h) and
(i) of the Credit Agreement but without regard to Section 4.02(k) of the Credit
Agreement.
Article II: Amendments and other Modifications
1. Section 3.03 of the Credit Agreement is hereby amended by
inserting the following text immediately after the second instance in the text
"Revolving Loan Commitment" appears in clause (i) thereof:
"(with the German Revolving Loan Sub-Commitment and the Non-German
Revolving Loan Sub-Commitment of each Lender to be reduced ratably based
on the amount of such German Revolving Loan Sub-Commitment or Non-German
Revolving Loan Sub-Commitment, as the case may be, compares to the
Revolving Loan Commitment of such Lender)"
2. Section 3.03 of the Credit Agreement is hereby further amended by
inserting the following new clauses (j) and (k) at the end thereof:
(j) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, upon the earlier of (x) the consummation of
the RCVP Sale and (y) the consummation of the Nevada Route Operations
Sale, the Total Revolving Loan Commitment shall be reduced to $80,000,000.
(k) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and
the Revolving Loan Commitment, the German Revolving Loan Sub-Commitment
and the Non-German Revolving Loan Sub-Commitment of each Lender) shall
terminate on the date upon which outstanding Revolving Loans and Swingline
Loans have been repaid in full (and any outstanding Letters of Credit have
been cash collateralized) as a result of proceeds received from any of the
RCVP Sale, the Nevada Route Operations Sale, the Rail City Sale or the
Louisiana Route Operations Sale.
3. Section 4.02 of the Credit Agreement is hereby further amended by
inserting the following new clauses (m) and (n) at the end thereof:
(m) In the event a mandatory repayment of Term Loans required
pursuant to the Third Amendment as a result of any of the RCVP Sale, the
Nevada Operations Sale, the Rail City Sale or the Louisiana Route
Operations Sale and such repayment exceeds the aggregate amount of Term
Loans then outstanding (or would be required if Term Loans were then
outstanding), in any such case, Swingline Loans and Revolving Loans shall
be repaid and/or outstanding Letters of Credit cash collateralized in the
aggregate amount, if any, by which the amount required to be applied
pursuant to the Third Amendment (determined as if an unlimited amount of
Term Loans were actually outstanding) exceeds the aggregate principal
amount of Term Loans then outstanding. Any such application required
pursuant to the preceding sentence shall be made as set forth below.
(i) first, to prepay the principal of outstanding Swingline
Loans;
(ii) second, to the extent all Swingline Loans have been repaid
in full, or if no Swingline Loans are outstanding, to prepay the
principal of outstanding Revolving Loans; and
(iii) third, to the extent all Swingline Loans and Revolving
Loans have been repaid in full, or if no Swingline Loans or
Revolving Loans are outstanding, and if any Letters of Credit are
then outstanding, to cash collateralize Letter of Credit
Outstandings by depositing such proceeds into a collateral account
established by the Administrative Agent in an amount equal to such
Letter of Credit Outstandings.
(n) Each amount required to be applied to repay Revolving Loans or
to cash collateralize outstanding Letters of Credit shall be applied
(after conversion by the respective Borrower of any amounts received in
currency other than the relevant Applicable Currency or Applicable
Currencies into the respective Applicable Currency or Applicable
Currencies) (i) in the case of application of such amounts to Revolving
Loans, to repay the outstanding principal amount of Dollar Revolving Loans
and Deutsche ▇▇▇▇ Revolving Loans (with each such currency of Revolving
Loans being allocated that percentage of the amount to be applied as is
equal to a fraction (expressed as a percentage) the numerator of which is
equal to the outstanding principal amount of such currency of Revolving
Loans (using the Dollar Equivalent thereof in the case of German Revolving
Loans) and the denominator of which is equal to the then outstanding
principal amount of all Revolving Loans (using the Dollar Equivalent
thereof in the case of German Revolving Loans) and (ii) in the case of
application of such amounts to outstanding Letters of Credit to cash
collateralize U.S. Letters of Credit and German Letters of Credit (with
each such currency of Letter of Credit being allocated that percentage of
the amount to be so applied as is equal to a fraction (expressed as a
percentage) the numerator of which is equal to the Stated Amount (using
the Dollar Equivalent thereof in the case of German Letters of Credit) of
such currency of such Letters of Credit and the denominator of which is
equal to the Stated Amount (using the Dollar Equivalent thereof in the
case of German Letters of Credit) of all outstanding Letter of Credit).
4. Section 9.02(ii) of the Credit Agreement is hereby amended by
inserting the following proviso at the end of such section immediately following
the words "after giving effect thereto":
"provided that notwithstanding anything to the contrary contained in
this Section 9.02(ii), the aggregate amount paid by the U.S.
Borrower in connection with any Permitted Acquisitions effected from
and after the Third Amendment Effective Date to and including
December 31, 2000, shall not exceed $15 million"
5. Notwithstanding anything to the contrary contained in Section
9.03 of the Credit Agreement, the Borrowers and the Lenders hereby agree that
until the Required Lenders otherwise agree in writing, neither the U.S. Borrower
nor any of its Subsidiaries shall be permitted to make any Restricted Payments
pursuant to Section 9.03(ii) of the Credit Agreement.
6. Notwithstanding anything to the contrary contained in Section
9.04 of the Credit Agreement, the Borrowers and the Lenders hereby agree that
until the Required Lenders otherwise agree in writing, neither the U.S. Borrower
nor any of its Subsidiaries shall be permitted to incur any Indebtedness
pursuant to Section 9.04(xiii) of the Credit Agreement.
7. Section 9.05(xx) of the Credit Agreement is hereby amended by
deleting the proviso appearing at the end thereof, and inserting the following
new proviso in lieu thereof:
"provided that all such Investments in excess of $2,000,000 made
after October 28, 1999 pursuant to this clause (xx) shall be in
___________*.
8. Notwithstanding anything to the contrary contained in Section
9.08 of the Credit Agreement, the Lenders and the Borrowers hereby agree that so
long as the U.S. Borrower has engaged, or is actively seeking to engage (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada Route Operations, the Borrowers shall be required to maintain a
Consolidated Fixed Charge Coverage Ratio of the Borrowers for any Test Period
ending on or prior to ________________* of at least 1.00:1, provided that (a)(i)
if the requirement described above has not been (or ceases to be) satisfied and
(ii) after ________________*, the Borrowers shall be required to comply with
Section 9.08 of the Credit Agreement as otherwise provided in such Section, (b)
in any event, upon earlier to occur of consummation of the RCVP Sale or the
consummation of Nevada Route Operations Sales, the Borrowers shall no longer be
required to comply with Section 9.08 and (c) if the Borrowers have not entered
into a letter of intent for either the RCVP Sale or the Nevada Route Operations
Sale by ________________*, the Borrowers shall be required to comply with
Section 9.08 of the Credit Agreement as otherwise provided in such Section on
and after ________________*.
9. Notwithstanding anything to the contrary contained in Section
9.09 of the Credit Agreement, the Lenders and the Borrowers hereby agree that so
long as the U.S. Borrower has engaged, or is actively seeking to engage (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada Route Operations, the Borrowers shall be required to maintain a
Consolidated Interest Coverage Ratio of the Borrowers for any Test Period ending
on or prior to ________________* of at least 1.35:1, provided that (a)(i) if the
requirement described above has not been (or ceases to be) satisfied and (ii)
after ________________*, the Borrowers shall be required to comply with Section
9.09 of the Credit Agreement as otherwise provided in such Section, (b) in any
event, upon the earlier to occur of the consummation of the RCVP Sale or the
consummation of the Nevada Route Operations Sale, the Borrowers shall be
required to maintain a Consolidated Interest Coverage Ratio of the Borrowers of
at least 1.35:1 for any Test Period ending after such earlier occurrence and (c)
if the Borrowers have not entered into a letter of intent for either the RCVP
Sale or the Nevada Route Operations Sale by ________________*, the Borrowers
shall be required to comply with Section 9.09 of the Credit Agreement as
otherwise provided in such Section on and after ________________*.
10. Notwithstanding anything to the contrary contained in Section
9.10 of the Credit Agreement, the Lenders and the Borrowers hereby agree so long
as the U.S. Borrower has engaged, or is actively seeking to engage (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada Route Operations, the Borrowers shall be required to maintain a Leverage
Ratio of Borrowers for the period from December 31, 1999 to ________________* of
no greater than 6.25:1, provided that (a)(i) if the requirement described above
has not been (or ceases to be) satisfied and (ii) after ________________*, the
Borrowers shall be required to comply with Section 9.10 of the Credit Agreement
as otherwise provided in such Section, (b) in any event, upon the earlier to
occur of the consummation of the RCVP Sale or the Nevada Route Operations Sale,
the Borrowers shall no longer be required to comply with Section 9.10 of the
Credit Agreement and (c) if the Borrowers have not entered into a letter of
intent for either the RCVP Sale or the Nevada Route Operations Sale by
________________*, the Borrowers shall be required to comply with Section 9.10
of the Credit Agreement as otherwise provided in such Section on and after
________________*.
11. Notwithstanding anything to the contrary contained in Section
9.11 of the Credit Agreement, the Lenders and the Borrowers agree that so long
as the U.S. Borrower has engaged, or is actively seeking to engage (as
determined by the Administrative Agent), an investment bank to sell RCVP and the
Nevada Route Operations, the Borrowers shall be required to have Consolidated
EBITDA for any Test Period ending on or prior to ________________* of at least
$44,000,000, provided that (a)(i) if the requirement described has not been (or
ceases to be) satisfied and (ii) after ________________*, the Borrowers shall be
required to comply with Section 9.11 of the Credit Agreement as otherwise
provided in such Section, (b) in any event, upon the earlier to occur of the
consummation of the RCVP Sale or the consummation of the Nevada Route Operations
Sale, the Borrowers shall be required to have a Consolidated EBITDA of at least
$30,000,000 for any Test Period ending after such earlier occurrence and (c) if
the Borrowers have not entered into a letter of intent for either the RCVP Sale
or the Nevada Route Operations Sale by ________________*, the Borrowers shall be
required to comply with Section 9.11 of the Credit Agreement as otherwise
provided in such Section on and after ________________*.
12. The definition of "Consolidated EBITDA" appearing in Section 10
of the Credit Agreement is hereby amended by inserting the following sentence at
the end thereof:
"For the purposes of calculating Consolidated EBITDA for any period
ending on or prior to ________________*, any determination of Consolidated
Net Income shall be adjusted by adding thereto the amount of (i) any
restructuring charges taken during such period in connection with the RCVP
Sale, the Nevada Route Operations Sale, the Rail City Sale, the Louisiana
Route Operations Sale or any of the transactions contemplated in Section 1
of Article I of the Third Amendment (and in an aggregate amount not to
exceed $___________*) and (ii) ancillary transaction costs incurred in
connection with the RCVP Sale, the Nevada Route Operations Sale, the Rail
City Sale or the Louisiana Route Operations Sale."
13. Section 10 of the Credit Agreement is hereby further amended by
inserting the following definitions of "Louisiana Route Operations Sale",
"Nevada Route Operations Sale", "Rail City Sale", "RCVP Sale", "Third Amendment"
and "Third Amendment Effective Date" in the proper alphabetical order:
"Louisiana Route Operations Sale" shall have the meaning provided in
the Third Amendment.
"Nevada Route Operations Sale" shall have the meaning provided in
the Third Amendment.
"Rail City Sale" shall have the meaning provided in the Third
Amendment.
"RCVP Sale" shall have the meaning provided in the Third Amendment.
"Third Amendment" shall mean the Third Amendment and Consent, dated
as of October 28, 1999, among the Borrowers, the Lenders and the
Administrative Agent.
"Third Amendment Effective Date" shall mean October 28, 1999.
14. Notwithstanding the actual Leverage Ratio of the Borrowers,
until such time as the Required Lenders otherwise agree in writing, ▇▇▇▇▇ ▇
pricing shall at all times from the Third Amendment Effective Date through and
including ________________* apply to the Applicable Commitment Commission
Percentage and the Applicable Margin.
Article III: Miscellaneous
1. This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when (i) each Borrower, each other Credit Party and
the Required Lenders have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office and (ii)
the Borrowers shall have paid to the Administrative Agent for the account of
each Lender which executes and delivers the counterpart of this Amendment to the
Administrative Agent on or prior to 5:00 p.m. (New York time) on October 28,
1999, an amendment fee equal to 0.20% of the sum of such Lender's outstanding
(x) Term Loans (using the Dollar Equivalent thereof in the case of any Term
Loans denominated in a currency other than Dollars) and (y) Total Revolving Loan
Commitment, in each case on the Third Amendment Effective Date.
2. In order to induce the Lenders to enter into this Amendment, each
Borrower hereby represents and warrants that (i) the representations and
warranties contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the Third Amendment Effective Date both
before and after giving effect to this Amendment (it being understood and agreed
that, as to any representation or warranty which by its terms is made as of a
specified date, each Borrower represents and warrants that such representation
and warranty is true and correct in all material respects only as of such
specified date) and (ii) there exists no Default or Event of Default on the
Third Amendment Effective Date both before and after giving effect to this
Amendment.
3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
4. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the U.S. Borrower and the Administrative
Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
6. From and after the Third Amendment Effective Date, all references
in the Credit Agreement and in the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
* Omitted and filed separately with the Commission pursuant to a Confidential
Treatment Request.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
ALLIANCE GAMING CORPORATION
By
Name:
Title:
BALLY ▇▇▇▇▇ VERTRIEBS GMBH
By_______________________________
Name:
Title:
BALLY ▇▇▇▇▇ AUTOMATEN GMBH
By_______________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
Individually and as Administrative
Agent
By_______________________________
Name:
Title:
By_______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By_______________________________
Name:
Title:
KZH ING-1 LLC
By_______________________________
Name:
Title:
SUMITOMO BANK OF CALIFORNIA
By_______________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORP.
By_______________________________
Name:
Title:
SOUTHERN PACIFIC BANK
By_______________________________
Name:
Title:
CRESCENT/MACH I PARTNERS
By: TCW Asset Management Company, Its
Investment Advisor
By_______________________________
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE
FUND, INC.
By_______________________________
Name:
Title:
TCW LEVERAGED INCOME TRUST, L.P.
By_______________________________
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By_______________________________
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC., as
Collateral Manager
By_______________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio
Advisor
By_______________________________
Name:
Title:
DEEPROCK & COMPANY
By: ▇▇▇▇▇ ▇▇▇▇▇ Management As
Investment Advisor
By_______________________________
Name:
Title:
ML CLO XII PILGRIM AMERICA (Cayman)
LTD.
By: Pilgrim Investments, Inc. as its
Investment Manager
By_______________________________
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME
INCOME TRUST
By_______________________________
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management
Company
By: PIMCO Management Inc., a general
partner
By_______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By_______________________________
Name:
Title:
KZH-CRESCENT CORP.
By_______________________________
Name:
Title:
PAMCO CAYMAN LTD.
By_______________________________
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I,
LTD.,
By: Cypresstree Investment Management
Company, Inc., as Portfolio
Manager
By_______________________________
Name:
Title:
TEXAS COMMERCE BANK
By_______________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as
Collateral Manager
By_______________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:______________________________
Name:
Title:
ROYALTON COMPANY
By:Pacific Investment Management Company
By:PIMCO Management Inc., a general
partner
By:______________________________
Name:
Title:
CAPTIVA III FINANCE LTD., as advised
by Pacific Investment Management
Company
By:______________________________
Name:
Title:
MASSMUTUAL HIGH YIELD
PARTNERS I, LLC
By: HYP Management, Inc., as Managing
Member
By:_____________________________
Name:
Title:
Its:
CALIFORNIA BANK & TRUST
By:_____________________________
Name:
Title: