Exhibit 4.10.17
Execution Copy
AMENDMENT NO. 4 TO FOAMEX CREDIT AGREEMENT
This AMENDMENT NO. 4 TO FOAMEX CREDIT AGREEMENT (the "Amendment"),
dated as of December 21, 2001, amends in certain respects the Credit Agreement
dated as of June 12, 1997, as amended and restated as of February 27, 1998, and
as further amended and restated as of June 29, 1999, and as amended to the date
hereof (as further amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Foamex L.P., a
Delaware limited partnership ("Foamex"), FMXI, Inc., a Delaware corporation and
managing general partner of Foamex ("FMXI"), the institutions from time to time
party thereto as Lenders, the institutions from time to time a party thereto as
Issuing Banks, Citicorp USA, Inc., a Delaware corporation ("Citicorp"), in its
capacity as the collateral agent for the Lenders and the Issuing Banks (in such
capacity, the "Collateral Agent") and The Bank of Nova Scotia ("Scotiabank"), in
its capacity as funding agent for the Lenders and the Issuing Banks (in such
capacity, the "Funding Agent", and together with the Collateral Agent, the
"Administrative Agents").
W I T N E S S E T H:
WHEREAS, Foamex has requested the consent of the Requisite Lenders to
the consummation of certain transactions described in a summary, entitled
"Business Transformation Overview," which was made available to the Lenders on
December 11, 2001 (the "Transformation Plan");
WHEREAS, the consent of the Requisite Lenders is necessary for the
consummation by Foamex of the Transformation Plan and Foamex has requested the
Requisite Lenders to so consent to the Transformation Plan;
WHEREAS, the Requisite Lenders are willing, on the terms and conditions
set forth herein, to consent to the Transformation Plan;
NOW, THEREFORE, in consideration of the above recitals of Foamex and
FMXI, the Requisite Lenders party hereto and the Administrative Agents agree as
follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and not
otherwise defined herein have the meanings given such terms in the Credit
Agreement.
SECTION 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
SECTION 2.1. Amendment to Article 1 of the Credit Agreement. Article 1
of the Credit Agreement is hereby amended by the following:
2.1.1 New Definitions. The following definitions are hereby inserted in
Section 1.01 of the Credit Agreement in their appropriate alphabetical
place:
"Amendment No. 4 Effective Date" has the meaning given to the
term "Amendment Effective Date" in the Amendment No. 4 to Foamex Credit
Agreement, dated as of December 21, 2001, among Foamex, FMXI, the
Lenders parties thereto, the Issuing Banks and the Administrative
Agents.
"Transformation Plan" means certain restructuring and other
related transactions described in a summary entitled "Business
Transformation Overview," made available to the Lenders on December 11,
2001.
2.1.2 Amendment to the definition of Applicable Margin. The definition
of Applicable Margin is hereby amended by adding the following at the
end thereof:
"Notwithstanding the foregoing, each of the above margins for
Loans shall be increased by an amount equal to .25% per annum
commencing on the Amendment No. 4 Effective Date.
2.1.3 Amendment to the definition of EBDAIT. The definition of EBDAIT
is hereby amended by (i) deleting the semicolon at the end of clause
(y) thereof, (ii) adding the underlined word "plus" at the end of
clause (y) thereof, (iii) adding a new clause (vii) to read as follows:
"(vii) any cash charges incurred in connection with the Transformation
Plan in an aggregate amount not to exceed $21,000,000" and (iv) adding
a semicolon at the end of the new clause (vii) thereof.
2.1.4 Amendment to the definition of Excess Cash Flow. The definition
of "Excess Cash Flow" is hereby amended by adding the following
provison to the end thereof:
"provided, further, however, (i) there shall be excluded from
the calculation of the increase or decrease in Consolidated Working
Capital for purposes of clauses (a)(iv) and (b)(viii) above the "costs,
expenses and other charges incurred in connection with the
Transformation Plan to the extent such items would otherwise constitute
current liabilities and (ii) the computation of Excess Cash Flow shall
be reduced by an amount (but to not less than $0) equal to any cash
charges and debt issuance costs paid in connection with the
Transformation Plan during such period".
2.1.5 Amendment to the definition of Consolidated Fixed Charges. The
definition of Consolidated Fixed Charges is hereby amended by inserting
at the end of clause (b) thereof, a new clause to read as follows:
"provided, however, if a scheduled payment of principal is required to
be made in a subsequent period because the scheduled principal payment
date is a non-Business Day in the current period, such scheduled
payment shall be included in the current period as if such payment were
made in the current period".
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2.1.6 Amendment to the definition of LIBO Rate. The following sentence
is hereby added to the end of the definition of LIBO Rate:
"Notwithstanding the foregoing, on and after the Amendment No.
4 Effective Date the LIBO Rate shall be deemed to be the greater of (i)
2.50% per annum and (ii) the LIBO Rate as calculated herein without
giving effect to the preceding clause (i)."
2.1.7 Amendment to the definition of Net Worth. The definition of Net
Worth is hereby amended by amending and restating the last sentence to
the end thereof, and adding a new clause to such sentence to read as
follows: "Any calculation of Net Worth under this Agreement (i) after
the Effective Date shall not be modified, adjusted, or recalculated in
accordance with Statement of Financial Accounting Standards No. 130,
such as for currency translations and minimum pension adjustments, and
(ii) shall exclude from the calculation thereof any charges incurred in
connection with the Transformation Plan in an aggregate amount not to
exceed $40,000,000.
SECTION 2.2. Amendment to Article VII of the Credit Agreement. Article
VII of the Credit Agreement is hereby amended by adding a new Section 7.14
thereto to read as follows:
"Section 7.14 Audited Nine-Month Financial Statements. The
Borrower shall deliver or cause to be delivered to the Administrative
Agent and the Lenders on or prior to January 31, 2002 the audited
consolidated financial statements of the Borrower for the nine month
period ending September 30, 2001 which financial statements shall
comply with the requirements for audited consolidated financial
statements of the Borrower as set forth in Section 7.01(c)."
SECTION 2.3. Amendment to Section 9.02 of the Credit Agreement. Section
9.02 of the Credit Agreement is hereby amended by (a) deleting the word "and" at
the end of clause (ix) thereof, (b) adding the word "and" at the end of clause
(x) thereof and (c) adding a new clause (xi) to read as follows: "(xi) leases,
subleases, sales or other dispositions of Property resulting from the
Transformation Plan;".
SECTION 2.4. Amendment to Section 9.08 of the Credit Agreement. Section
9.08 of the Credit Agreement is hereby amended by (a) deleting the word "and" at
the end of clause (vii) thereof and replacing it with ";", (b) adding the word
"and" at the end of clause (viii) thereof and (c) adding a new clause (ix) to
read as follows: "(ix) the sublease by the Borrower from New GFI of real
properties leased by New GFI located in Morrisville, Pennsylvania and Pico
Rivera, California."
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SECTION 2.5. Amendment to Section 10.05 of the CreditAgreement. Section
10.05 of the Credit Agreement is amended by deleting the entries therein for the
fourth fiscal quarter of 2001 through the second fiscal quarter of 2003 and
replacing them with the following:
"Fiscal Quarter Maximum Ratio
Fourth fiscal quarter of 2001 5.00:1.00
First fiscal quarter of 2002 5.15:1.00
Second fiscal quarter of 2002 5.15:1.00
Third fiscal quarter of 2002 5.15:1.00
Fourth fiscal quarter of 2002 4.85:1.00
First fiscal quarter of 2003 4.85:1.00
Second fiscal quarter of 2003 4.85:1.00."
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof (the "Amendment Effective Date"), provided, that
the following conditions precedent have been satisfied (unless waived by the
Requisite Lenders or unless the deadline for delivery has been extended by the
Administrative Agents):
SECTION 3.1. Documents. The Administrative Agents shall have received
on or before the Amendment Effective Date all of the following in form and
substance satisfactory to the Requisite Lenders:
(i) this Amendment duly executed by the parties thereto and all other
agreements, documents and instruments described in the List of
Closing Documents, attached hereto and made a part hereof as
Exhibit C hereto, each duly executed where appropriate and in
form and substance satisfactory to the Requisite Lenders; and
(ii) such additional documentation as the Administrative Agents or any
of the Requisite Lenders may reasonably request.
SECTION 3.2. Consents. Foamex and FMXI shall have received all material
consents and authorizations required pursuant to any material Contractual
Obligation with any other Person and shall have obtained all material consents
and authorizations of, and effected all notices to and filings with, any
Governmental Authority, in each case, as may be necessary to allow Foamex and
FMXI to lawfully and without risk of rescission, execute, deliver and perform,
in all material respects, its obligations under this Amendment and the
Transaction Documents to which it is, or is to be, a party and each other
agreement or instrument to be executed and delivered by it pursuant thereto or
in connection therewith.
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SECTION 3.3. No Legal Impediments. No law, regulation, order, judgment
or decree of any Governmental Authority shall, and neither Administrative Agent
shall have received any notice that litigation is pending or threatened which is
likely to, impose or result in the imposition of a Material Adverse Effect.
SECTION 3.4. No Change in Condition. Other than the insolvency of Trace
International Holdings, Inc. and its subsidiaries and as otherwise disclosed in
writing to the Administrative Agents by letter dated December 10, 1999, no event
shall have occurred since December 31, 1998 which has had a Material Adverse
Effect.
SECTION 3.5. No Default. After giving effect to this Amendment, no
Event of Default or Potential Event of Default shall have occurred.
SECTION 3.6. Representations and Warranties. All of the representations
and warranties contained in Article VI of the Credit Agreement and in any of the
other Loan Documents shall be true and correct in all material respects on and
as of the Amendment Effective Date.
SECTION 3.7. Amendment Fee. Foamex shall pay an amendment fee to each
Lender that executes and delivers this Amendment on or prior to the Amendment
Effective Date, for the account of such Lender, in an amount equal to 25 basis
points of the aggregate amount of Term Loans and Commitments of such Lender.
SECTION 4. Representations and Warranties. Foamex and FMXI each hereby
represents and warrants to the Lenders party hereto that (i) the execution,
delivery and performance of this Amendment are within its partnership or
corporate powers, as the case may be, and has been duly authorized by all
necessary partnership or corporate action, as the case may be, and (ii) this
Amendment constitutes the legal, valid and binding obligation of each of Foamex
and FMXI, enforceable against each such Person, in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or limiting creditors'
rights generally or by equitable principles generally.
SECTION 5. Reference to and Effect on the Loan Documents.
5.1 Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each
reference in the other Loan Documents to the Credit Agreement, shall
mean and be a reference to the Credit Agreement as amended hereby.
5.2 Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged
and in full force and effect.
5.3 The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agents under
the Credit Agreement or any of the Loan Documents, nor constitute a
waiver of any provision of the Credit Agreement or any of the Loan
Documents.
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5.4 As of the Amendment Effective Date of, and after giving effect to,
this Amendment, each of Foamex and FMXI is in compliance in all
material respects with all applicable terms, conditions and covenants
of the Credit Agreement and other Loan Documents.
SECTION 6. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.
SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (WITHOUT REGARD TO NEW YORK CONFLICT OF LAWS PRINCIPLES).
SECTION 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.
SECTION 9. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first above written.
BORROWER: FOAMEX L.P.
By FMXI, Inc.
its Managing General Partner
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇
Vice President
FMXI, INC.
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
-------------------
▇. ▇. ▇▇▇▇▇▇▇▇▇
Vice President
CITICORP USA, INC., as Administrative Agent,
Collateral Agent, individually as a Lender, and as
Intercreditor Collateral Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
CITIBANK, N.A., as Issuing Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
THE BANK OF NOVA SCOTIA, as Administrative Agent,
Funding Agent, Issuing Bank, individually as a
Lender, and as Intercreditor Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Managing Director
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ALLSTATE LIFE INSURANCE COMPANY, as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
KZH CYPRESSTREE-1 LLC, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Agent
PB CAPITAL CORPORATION, as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate
▇.▇. ▇▇▇▇▇▇ SECURITIES INC., as agent for The Chase
Manhattan Bank, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
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THE CIT GROUP/COMMERCIAL SERVICES, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS, New York Branch, as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
CREDIT SUISSE/FIRST BOSTON, as a Lender
By:
Name:
Title:
By:
Name:
Title:
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CYPRESSTREE MANAGEMENT COMPANY, INC., as Attorney- in
- Fact and on behalf of First Allmerica Financial
Life Insurance Company as Portfolio Manager, as a
Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal
[Senior Debt Portfolio]
BOSTON MANAGEMENT AND RESEARCH, as Investment Advisor,
as a Lender
By: /s/ Pawson ▇. ▇▇▇▇▇▇▇▇▇
Name: Pawson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
ELC (CAYMAN) LTD. 2000-1, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
10
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
IMPERIAL BANK, as a Lender
By:
Name:
Title:
NEMEAN CLO, LTD., as a Lender
By ING Capital Advisors LLC, as Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ARCHIMEDES FUNDING, LLC
By ING Capital Advisors LLC, as Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: Gref ▇. ▇▇▇▇▇▇
Title: Vice President
11
OASIS COLLATERIZED HIGH INCOME PORTFOLIO-1 LTD., as a
Lender
By INVESCO Senior Secured Management, Inc., as
Subadvisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO, as a Lender
By INVESCO Senior Secured Management, Inc., as
Investment Advisior
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
CERES FINANCE LTD., as a Lender
By INVESCO Senior Secured Management, Inc., as
Sub-Managing Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
12
AIM FLOATING RATE FUND, as a Lender
By INVESCO Senior Secured Management, Inc., as
Attorney in Fact
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
AVALON CAPITAL LTD. 2, as a Lender
By INVESCO Senior Secured Management, Inc., as
Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
AMARA 2 FINANCE, LTD, as a Lender
By INVESCO Senior Secured Management, Inc., as
Sub-Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
13
CERES II FINANCE LTD, as a Lender
By INVESCO Senior Secured Management, Inc., as
Sub-Managing Agent (Financial)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
AVALON CAPITAL LTD., as a Lender
By INVESCO Senior Secured Management, Inc., as
Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
STRATA FUNDING LTD, as a Lender
By INVESCO Senior Secured Management, Inc., as
Sub-Managing Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
14
COMMERCIAL LOAN FUNDING TRUST I, as a Lender
By ▇▇▇▇▇▇ Commercial Paper Inc., not in its
individual capacity, but solely, as Administrative
Agent
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
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a
Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Second Vice President and Associate General
Counsel
METROPOLITAN LIFE INSURANCE COMPANY, as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
15
THE MITSUBISHI TRUST AND BANKING CORPORATION, as a
Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Deputy General Manager
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as
a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Debt Markets Counsel
NATEXIS BANQUES POPULAIRES, as a Lender
By: /s/ Christioan ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
OAK HILL SECURITIES FUND, L.P., as a Lender
By Oak Hill Securities GenPar, L.P., its General
Partner
By Oak Hill Securities MGP, Inc., its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
16
PILGRIM PRIME RATE TRUST, as a Lender
By ING Pilgrim Investments Inc., as its investment
manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
KZH SOLEIL, LLC, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Agent
KZH SOLEIL-2, LLC, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Agent
GALAXY CLO, 1999-1 LTD., as a Lender
By SAI Investment Advisor, Inc., its Collateral
Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
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KZH LANGDALE LLC, as a Lender
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
KZH ING-1 LLC, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Agent
KZH CRESCENT LLC, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Agent
KZH CRESCENT-2 LLC, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Agent
CRESENT/MACH I PARTNERS, L.P, as a Lender
By TCW Asset Management Company, its Investment
Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
18
▇▇▇ ▇▇▇▇▇▇ CLO I LIMITED, as a Lender
By ▇▇▇ ▇▇▇▇▇▇ Management Inc., as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
WILMINGTON TRUST COMPANY, as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
AIMCO CDO, SERIES 2000-A, as a Lender
By Allstate, its Investment Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
AIMCO CLO, SERIES 2001-A, as a Lender
By Allstate, its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
19
AG CAPITAL FUNDING PARTNERS, L.P., as a Lender
By ▇▇▇▇▇▇ ▇▇▇▇▇▇, its Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
20
NORTHWOODS CAPITAL, LIMITED, as a Lender
By ▇▇▇▇▇▇ ▇▇▇▇▇▇, its Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED, as a Lender
By ▇▇▇▇▇▇ ▇▇▇▇▇▇, its Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
NORTHWOODS CAPITAL III, LIMITED, as a Lender
By ▇▇▇▇▇▇ ▇▇▇▇▇▇, its Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
BANKBOSTON, N.A., as a Lender
By:
Name:
Title:
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APEX (TRIMARAN) CDO I, LTD., as a Lender
By Caravelle, its Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
CARAVELLE INVESTMENT FUND, L.L.C., as a Lender
By Caravelle, its Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
CHASE MANHATTAN BANK, as a Lender
By:
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND, as a Lender
By Cypress Tree, its Investment Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
22
▇▇▇▇▇ ▇▇▇▇▇, as a Lender
By:
Name:
Title:
APEX (IDM) CDO I, LTD., as a Lender
By First Union IDM, its Investment Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
ELC (CAYMAN) LTD. 1999-III), as a Lender
By First Union IDM, its Investment Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
FRANKLIN CLO II, LTD., as a Lender
By Franklin, its Investment Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
23
FRANKLIN FLOATING RATE TRUST, as a Lender
By Franklin, its Investment Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS, L.P., as a Lender
By: /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
OAK HILL CREDIT PARTNERS I, LIMITED, as a Lender
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
▇▇
▇▇▇ ▇▇▇▇ SECURITIES FUND II, L.P., as a Lender
By Oak Hill Securities GenPar, L.P., its General
Partner
By Oak Hill Securities MGP, Inc., its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST, as a Lender
By VKM, its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
25