FOURTH AMENDMENT
Exhibit 10.1
FOURTH AMENDMENT (this “Fourth Amendment”), dated as of March 4, 2003, among WYNDHAM INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. (“▇▇ ▇▇▇▇▇▇”), as Lead Arranger and Book Manager, BANK OF AMERICA, N.A. and DEUTSCHE BANK TRUST COMPANY AMERICAS as Syndication Agents (each a “Syndication Agent”, together the “Syndication Agents”), CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent, BEAR ▇▇▇▇▇▇▇ CORPORATE LENDING INC., as Co-Documentation Agent (each a “Documentation Agent”, and together the “Documentation Agents”) and JPMORGAN CHASE BANK, as Administrative Agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below immediately prior to the Fourth Amendment Effective Date referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, ▇▇ ▇▇▇▇▇▇, the Syndication Agents, the Documentation Agents and the Administrative Agent are parties to a Credit Agreement, dated as of June 30, 1999 (as amended, modified or supplemented to, but not including, the date hereof, the “Credit Agreement”);
WHEREAS, the parties hereto wish to effect the agreements and amendments herein provided; and
WHEREAS, subject to the terms and conditions of this Fourth Amendment, the parties hereto agree as follows:
| I. | Agreements |
1. The Lenders hereby authorize the Administrative Agent and/or Collateral Agent to execute on behalf of the Lenders such amendments, waivers, consents or other modifications to the Loan Documents as are acceptable to the Administrative Agent that are requested by the Borrower to permit certain administrative organization changes and/or changes to instruments evidencing intercompany Indebtedness and/or the elimination of inactive Subsidiaries with de minimus assets (i.e., less than $50,000 in assets) from the definition of “Subsidiary Guarantor”.
2. The Lenders hereby consent to the amendments and agreements contained in the Third IRL Amendment.
| II. | Amendments |
1. As of the Fourth Amendment Effective Date, the following amendments to the Credit Agreement shall become effective:
(A) Section 1.01 is amended by (x) inserting the following new definition in the appropriate alphabetical order:
“Non-Excluded Subsidiaries” means each Subsidiary of the Borrower provided that a Special Purpose Subsidiary shall not constitute a Non-Excluded Subsidiary (x) for purposes of Section 7.05 if the commencement (or authorization) of proceedings of the type referred to in such Section by or against such Special Purpose Subsidiary is not individually, or in the aggregate with the commencement of such proceedings by or against other Special Purpose Subsidiaries, reasonably likely to have a Material Adverse Effect or (y) for purposes of Section 7.07 if the entering of judgments of the type referred to in such Section is not individually, or in the aggregate with the entering of such judgments against other Special Purpose Subsidiaries, reasonably likely to have a Material Adverse Effect.
and (y) changing the reference to “The Chase Manhattan Bank” in the definition of “Swingline Lender” to read “JPMorgan Chase Bank”.
(B) The reference to “$75,000,000” in Section 2.05(b) is changed to “$90,000,000”.
(C) Section 5.05 is amended by adding at the end of the first sentence of such Section the phrase:
“other than, in each case, with respect to properties which have been abandoned, surrendered, foreclosed upon or quitclaimed by any Special Purpose Subsidiary to the extent such abandonment, surrender, foreclosure or quitclaim will not individually or in the aggregate be reasonably expected to have a Material Adverse Effect”
(D) Section 5.10(a) is amended by changing the phrase “first anniversary of the Second Amendment and Restatement Date” occurring in clause (iii)(z) thereof and in clause (II) thereof to read “May 1, 2003”.
(E) Sections 7.05 and 7.07 are amended by changing each reference to “Subsidiaries” therein to read “Non-Excluded Subsidiaries”.
| III. | Consents and Waivers |
1. Subject to Section III.2 below, the Lenders hereby:
| (A) | Wyndham Richmond. |
| i. | consent to the refinancing, replacement, assignment, sublease, breach or termination of any lease, mortgage or other documents relating to the Wyndham Richmond Hotel or the non-recourse indebtedness incurred in connection therewith, including, without limitation any surrender, exchange, abandonment, foreclosure or quitclaim of the |
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| capital lease of such Hotel (any such action, the “Richmond Work-Out”); |
| ii. | waive any Default or Event of Default resulting from the Richmond Work-Out; and |
| iii. | authorize and instruct the Administrative Agent to execute such other documentation or take such other actions in connection with the Richmond Work-Out as the Administrative Agent deems necessary or appropriate to amend, modify, terminate or release the Mortgage relating to the Wyndham Richmond Hotel. |
| (B) | HPT Properties. |
| i. | consent to the refinancing, replacement, assignment, sublease, breach or termination of any lease, mortgage or other documents relating to the properties listed on Schedule I hereto (the “HPT Properties”) or to the Amended and Restated Master Lease Agreement, dated as of December 23, 1999 (as amended, supplemented or modified as of the date hereof, the “HPT Lease Agreement”) by and between HPTSHC Properties Trust (“HPT”) as landlord and Summerfield HPT Lease Company, L.P., as tenant, including, without limitation any surrender, exchange, abandonment, foreclosure, or quitclaim of any HPT Property (any such action, the “HPT Work-Out”); and |
| ii. | waive any Default or Event of Default resulting from the HPT Work-Out. |
| (C) | GHALP Properties. |
| i. | consent to the refinancing, replacement, assignment, sublease, breach or termination of any lease, mortgage or other documents relating to the properties listed on Schedule II hereto (the “GHALP Properties”) or to the Master Lease Agreement, dated as of December 23, 1999 (as amended, supplemented or modified as of the date hereof, the “GHALP Lease Agreement”) by and between HYPWYN Properties Trust (“GHALP”) as landlord and GHALP Partnership, L.P., as tenant, including, without limitation any surrender, exchange, abandonment, foreclosure, or quitclaim of any GHALP Property (any such action, the “GHALP Work-Out” and together with the Richmond Work-Out and the HPT Work-Out, the “Work-Outs”); and |
| ii. | waive any Default or Event of Default resulting from the GHALP Work-Out. |
2. No consent is given under Section III.1 to any refinancing, replacement or similar action that would increase the liability of the Borrower and its Subsidiaries over that in effect on the date hereof to the extent such increase is prohibited by any provisions of the Credit
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Agreement and no waiver is given under Section III.1 with respect to any Work-Out, Default or Event of Default that is reasonably likely to have a Material Adverse Effect.
| IV. | Miscellaneous |
1. In order to induce the undersigned Lenders to enter into this Fourth Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Fourth Amendment Effective Date after giving effect to this Fourth Amendment and (y) all of the representations and warranties contained in the Credit Agreement shall be true and correct in all material respects as of the Fourth Amendment Effective Date after giving effect to this Fourth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (unless such representations expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date).
2. This Fourth 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 Loan Document.
3. This Fourth 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 Borrower and the Administrative Agent.
4. THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
5. This Fourth Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which (i) the Borrower and Lenders constituting the Required Lenders shall 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 White & Case LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇ (facsimile number 212-354-8113); and (ii) the Third Amendment to the IRL Agreement, dated as of March 4, 2003, shall have become effective in accordance with its terms.
Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in clause (ii) above have not been satisfied, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the other conditions described above have been met, the Fourth Amendment Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the other conditions had not been met (although the occurrence of the Fourth Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the other conditions specified above).
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6. The Borrower shall pay each Lender which executed and delivered a counterpart to this Fourth Amendment on or prior to 5:00 p.m. (New York time) on Tuesday, March 4, 2003, a non-refundable cash fee (the “Amendment Fee”) in an amount equal to ..125% of the sum of the outstanding principal amount of the Term Loans and of the Revolving Commitment of such Lender determined as of the Fourth Amendment Effective Date.
7. From and after the Fourth Amendment Effective Date all references in the Credit Agreement and the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. Except as modified hereunder, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall continue in full force and effect.
* * * * *
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SCHEDULE I
(HPT Properties)
| 1. | Atlanta Buckhead Summerfield Suites |
| 2. | Atlanta Perimeter Summerfield Suites |
| 3. | Chatsworth Summerfield Suites |
| 4. | Dulles Summerfield Suites |
| 5. | Malvern Summerfield Suites |
| 6. | Orlando International Airport Summerfield Suites |
| 7. | Orlando (LBV) Summerfield Suites |
| 8. | Princeton Summerfield Suites |
| 9. | Schaumburg Summerfield Suites |
| 10. | San Francisco Airport Summerfield Suites |
| 11. | San ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Suites |
| 12. | Somerset Summerfield Suites |
| 13. | Sunnyvale Summerfield Suites |
| 14. | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Suites |
| 15. | Westport Summerfield Suites |
SCHEDULE II
(GHALP Properties)
| 1. | Wyndham Garden Atlanta Perimeter |
| 2. | Wyndham Nashville |
| 3. | Wyndham Garden Naperville |
| 4. | Wyndham Hotel Minneapolis Airport |
| 5. | Wyndham Garden ▇▇▇▇▇▇▇▇ |
| 6. | Wyndham Garden North Phoenix |
| 7. | Wyndham Garden Phoenix Airport |
| 8. | Wyndham Sunnyvale |
| 9. | Wyndham San Diego North |
| 10. | Wyndham Garden Bothell |
| 11. | Wyndham Seattle Tacoma Airport |
| 12. | Wyndham Salt Lake City |
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Fourth Amendment to be duly executed and delivered as of the date first
above written.
WYNDHAM INTERNATIONAL, INC.,
By /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Title: Executive Vice President
JPMORGAN CHASE BANK
Individually and as Administrative Agent,
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
as Lead Arranger and Book Manager
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Managing Director
NAME OF LENDER
LANDMARK CDO LIMITED
By: Aladdin Asset Management, LLC
/s/ ▇▇▇▇ ▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇
Authorized Signatory
New Alliance Global CDO, Limited
By: Alliance Capital Management L.P.,
as Sub-advisor
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Authorized Signatory
Alliance Capital Management L.P., as
Manager on behalf of ALLIANCE CAPITAL
FUNDING, L.L.C., as Assignee
By: ALLIANCE CAPITAL
MANAGEMENT CORPORATION, General
Partner of Alliance Capital Management L.P.
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Authorized Signatory
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L.P., as
Investment Manager
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Authorized Signatory
AIMCO CDO Series 2000-A
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorized Signatories
Centurion CDO III, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director - Operations
Sequils-Centurion V, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director - Operations
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ARES Leveraged Investment Fund, L.P.
By: ARES Management, L.P.
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ARES Leveraged Investment Fund II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ARES IV CLO Ltd.
By: ARES CLO Management IV, L.P.,
Investment Manager
By: ARES CLO ▇▇ ▇▇, LLC,
Its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ARES V CLO Ltd.
By: ARES CLO Management V, LP,
Investment Manager
By: ARES CLO GP V, LLC,
Its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
BANK LEUMI USA
By: /s/ ▇▇▇▇▇ ▇▇▇ Hong
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇ Hong
Title: Vice President
VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays
Capital Asset Management Limited,
By its sub-advisor, Barclays BankPLC,
New York Branch
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Director
Grayston CLO 2001-01 ITD.
By: Bear ▇▇▇▇▇▇▇ Asset Management Inc.
as its Collateral Manager
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name: [ILLEGIBLE]
Title: Associate Director
Authorized Signatories
Gallatin Funding I Ltd.
By: Bear ▇▇▇▇▇▇▇ Asset Management Inc.
as its Collateral Manager
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name: [ILLEGIBLE]
Title: Associate Director
Authorized Signatories
BEAR ▇▇▇▇▇▇▇
CORPORATE LENDING INC.
By: /s/ ▇▇▇▇▇▇ Bulzacohelli
---------------------------------
▇▇▇▇▇▇ Bulzacohelli
Authorized Signatory
BEAR ▇▇▇▇▇▇▇
INVESTMENT PRODUCTS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Authorized Signatory
NAME OF LENDER
Canpartners Investments IV LLC
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name: [ILLEGIBLE]
Title: Authorized Signatories
Carlyle High Yield Partners, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: PRINCIPAL
Carlyle High Yield Partners II, Ltd.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: PRINCIPAL
Carlyle High Yield Partners III, Ltd.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: PRINCIPAL
Carlyle High Yield Partners IV, Ltd.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: PRINCIPAL
▇▇▇▇▇ ▇▇▇ FLOATING RATE
LIMITED LIABILITY COMPANY
BY: ▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED, AS ADVISOR
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President &
Portfolio Manager
LIBERTY FLOATING RATE
ADVANTAGE FUND
BY: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
INCORPORATED, AS ADVISOR
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President &
Portfolio Manager
▇▇▇▇▇ ▇▇▇ & FARNHAM CLO I LTD.
BY: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
INCORPORATED, AS PORTFOLIO
MANAGER
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President &
Portfolio Manager
AURUM CLO 2002-1 LTD.
BY: ▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED, AS INVESTMENT
MANAGER
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President &
Portfolio Manager
CONTRARIAN FUNDS, LLC
By: CONTRARIAN CAPITAL MANAGEMENT LLC
By: [ILLEGIBLE]
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Authorized Signatories
Credit Lyonnais
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Credit Suisse First Boston
By: /s/ Baccy ▇▇▇▇▇▇
---------------------------------
Name: Baccy ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
First Dominion Funding I
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
First Dominion Funding II
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
First Dominion Funding III
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
CSAM Funding I
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
CSAM Funding II
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
Atrium CDO
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
MASSMUTUAL HIGH YIELD PARTNERS II LLC
By: HYP Management, Inc. as Managing Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
ELC (CAYMAN) LTD. 1999-II
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
ELC (CAYMAN) LTD. 1999-III
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Investment Adviser
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
C.M. LIFE INSURANCE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Investment Advisor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
PERSEUS CDO I, LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Portfolio Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
SIMSBURY CLO, LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: PAYSON ▇. ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: PAYSON ▇. ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: PAYSON ▇. ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: PAYSON ▇. ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: PAYSON ▇. ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
COSTANTINUS ▇▇▇▇▇ ▇▇▇▇▇ CDO V, LTD
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: PAYSON ▇. ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇▇▇▇▇ & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: PAYSON ▇. ▇▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
The Bank of Nova Scotia
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Fidelity Fixed-Income Trust: Fidelity
High Income Fund(455)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
Ballyrock CDO I Limited
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
Fidelity Advisor Series II:
Fidelity Advisor High Income Advantage
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
Pension Investment Committee of General
Motors for General Motors Employees
Domestic Group Pension Trust
By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President
Commonwealth of Massachusetts Pension
Reserves Investment Management Board
By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President
Franklin CLO I, Limited
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatories
Franklin CLO II, Limited
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
Franklin CLO III, Limited
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
NAME OF LENDER
FRANKLIN CLO IV, LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
▇▇▇▇▇▇▇▇▇ PARK CBO I
By: General Re-New England Asset Management,
Inc., as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
NAME OF LENDER
▇▇▇▇▇▇▇ Sachs Credit Partners L.P.
By: /s/ ▇▇▇▇▇▇ [ILLEGIBLE]
---------------------------------
Name: ▇▇▇▇▇▇ [ILLEGIBLE]
Title: Authorized Signatory
NAME OF LENDER
Restoration Funding CLO, LTD
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
California Public Employees' Retirement
System
By: Highland Capital Management, L.P.
As Authorized Representatives of the Board
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
Highland Loan Funding V Ltd.
By: Highland Capital Management L.P.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
ELF Funding Trust I
By: Highland Capital Management, L.P.
As Capital Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
Pamco Cayman Ltd (CLO II)
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
ML CBO IV (Cayman) Ltd (CLO I)
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
▇▇▇ Capital Funding L.P. (CLO III)
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
Highland Offshore Partners, L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
Highland Legacy Limited (IV)
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
NAME OF LENDER
Pacifica Partners I LP.
By Imperial Credit Asset Management Inc
as its Investment Manager.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal and Portfolio Manager
NAME OF LENDER
KATONAH II, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
NAME OF LENDER
AIMCO CLO SERIES 2001-A
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatories
Centurion CDO I, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director - Operations
KATONAH III, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
T/L B
ENDURANCE CLO I, LTD.
c/o: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
ARCHIMEDES FUNDING, LLC.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:
ARCHIMEDES FUNDING III, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:
SEQUILS-ING I (HBDGM), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
THE ING CAPITAL SENIOR SECURED HIGH
INCOME HOLDINGS FUND, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
ORYX CLO, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
BALANCED HIGH YIELD FUND, II LTD.
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
LCM I Limited Partnership
By: Lyon Capital Management LLC,
as Attorney-in-fact
BY: /s/ Farboud Tavanger
---------------------------------
Name: Farboud Tavanger
Title: Lyon Capital Management LLC
Senior Portfolio Manager
NAME OF LENDER
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prime Income Trust
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
Master Senior Floating Rate Trust
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Debt Strategies Fund, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Investment Series:
Income Strategies Portfolio
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.,
As Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Senior High Income Portfolio, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.
As Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
National Bank of Egypt
New York Branch
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: General Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
New York Life Insurance Company
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇
Title: Investment Vice President
New York Life Insurance and
Annuity Corporation,
By: New York Life Investment Management, LLC,
Its Investment Manager
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
ELF Funding Trust III
By: New York Life Investment Management, LLC,
as attorney-in-fact
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: F. ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.
its General Partner
By: Oak Hill Securities MGP II, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
OAK HILL CREDIT PARTNERS I LIMITED
By: Oak Hill CLO Management I, LLC
as Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC
as collateral manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
HarbourView CLO IV, Ltd.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
HarbourView CLO II, Ltd.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
▇▇▇▇▇▇▇▇▇▇▇ Senior Floating Rate Fund
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
▇▇▇▇▇▇ Leveraged Loan CDO 2002-II
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: B ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ III Leveraged Loan CDO 2002
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: B ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Smoky River CDO, L.P.,
By RBC Leveraged Capital as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Partner
Sankaty Advisors, Inc., as Collateral
Manager for ▇▇▇▇▇ Point CBO
1999-1 LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC, as Collateral
Manager for ▇▇▇▇▇ Point II CBO
2000-1 LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC, as Collateral
Manager for Castle Hill I - INGTOS, Ltd.,
as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II - INGTOS,
Ltd., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, Inc. as Collateral
Manager for ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇-▇
LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Credit Opportunities, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-I
LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
State Street Bank & Trust Co.
as Trustee for GMAM Group Pension Trust I,
as Assignee
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name:
Title: Authorized Signatories
The Siam Commercial Bank PCL,
Singapore Branch
By: /s/ Nattapong ▇▇▇▇▇-Ampaipisarn
---------------------------------
Name: Nattapong ▇▇▇▇▇-Ampaipisarn
Title: SVP & General Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Head of Corporate &
Institutional Banking
Societe Generale
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇▇▇ Quattro CLO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
As its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
Windsor Loan Funding, Limited
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Investment Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
▇▇▇▇▇▇▇▇▇/RMF Transatlantic CDO Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
▇▇▇▇▇▇▇▇▇ CLO Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
SunAmerica Senior Floating Rate
Fund Inc.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as subadvisor
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
▇▇▇▇▇▇▇▇ CDO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
▇▇▇▇▇▇▇▇▇ Arbitrage CDO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
As its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
APEX (Trimaran) CDO I, LTD.
By Trimaran Advisors, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
Caravelle Investment Fund, L.L.C.
By Trimaran Advisors, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇ ▇▇▇▇▇▇
SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇ ▇▇▇▇▇▇
PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇ ▇▇▇▇▇▇
SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp
As Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp
As Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
Crescent/Mach I Partners, L.P.
by: TCW Asset Management Company
Its Investment Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW (▇▇▇▇ ▇▇), L.L.C.,
as General Partner
By: TCW ASSET MANAGEMENT COMPANY,
as managing member of the General Partner
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
TCW Leveraged Income Trust II, L.P.
by: TCW Advisors (Bermuda), Ltd.,
as General Partner
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: TCW Investment Management Company,
as Investment Adviser
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
SEQUILS IV, LTD.
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
HARBOUR TOWN FUNDING TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
HARBOUR TOWN FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
TYLER TRADING, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
ELT LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
JUPITER FUNDING TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
SRF TRADING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
RIVIERA FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
SRF 2000 LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
GLENEAGLES TRADING LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
NAME OF LENDER
SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name: Authorized Signatories
Title:
NAME OF LENDER
GALAXY CLO 1999-1, LTD.
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name: Authorized Signatories
Title:
KZH CNC LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH CRESCENT LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH CRESCENT-3 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH CYPRESSTREE-1 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH ING-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH ING-3 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH PONDVIEW LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH SOLEIL-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH STERLING LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH WATERSIDE LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH HIGHLAND-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH PAMCO LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
Toronto Dominion (New York), Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CAPTIVA II FINANCE LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Director
CAPTIVA FINANCE LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Director
Emerald Orchard Limited
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Attorney in Fact
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
ING PRIME RATE TRUST
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ING SENIOR INCOME FUND
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
PILGRIM CLO 1999-1 LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
SEQUILS - PILGRIM I, LTD
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
NAME OF LENDER
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Officer
Fleet National Bank.
State Street Bank & Trust Co, as Trustee
for General Motors Welfare Benefits Trust,
as Assignee
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name: [ILLEGIBLE]
Title: Authorized Signatories
Sankaty High Yield Partners III, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER