EXHIBIT 10.5
AMENDMENT II AND WAIVER I
TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT I
TO AMENDED AND RESTATED HOLDINGS AGREEMENT
AMENDMENT II and WAIVER I dated as of September 9, 1998 to the Amended and
Restated Credit Agreement dated as of October 15, 1997 (as amended by Amendment
I thereto dated as of March 30, 1998, the "CREDIT AGREEMENT") among METRO-
▇▇▇▇▇▇▇-▇▇▇▇▇ STUDIOS INC. ("MGM STUDIOS"), ORION PICTURES CORPORATION ("ORION"
and, together with MGM Studios, the "BORROWERS"), the LENDERS listed on the
signature pages thereof, the L/C ISSUERS named therein, ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the "AGENT") and BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Syndication Agent; and AMENDMENT I dated as of
September 9, 1998 to the Amended and Restated Holdings Agreement dated as of
October 15, 1997 (the "HOLDINGS AGREEMENT") between METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC.
("MGM") and the Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to modify
or add certain covenants and to amend the Holdings Agreement to permit the
incurrence of certain debt by MGM;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, from and after the date hereof, refer
to the Credit Agreement as amended hereby.
Section 2. Amendment to Holdings Agreement. Section 2.1(b) of the
Holdings Agreement is amended by inserting the following language immediately
after the words "July 15, 2006" in the fourth line thereof:
(other than, in the case of up to $100,000,000 in aggregate principal (or
discounted face) amount of Debt designated by MGM to the Agent in writing
as a "Bridge Financing" in respect of a rights offering or other equity or
Debt issuance by MGM, the mandatory prepayment required to be made by MGM
upon the receipt of the proceeds of any such offering or other issuance)
Section 3. Amendments to Definitions. (a) Section 1.01 of the Credit
Agreement is amended by inserting, in their appropriate alphabetical position,
the following definitions:
"AMENDMENT II" means Amendment II and Waiver I to this Agreement and
Amendment I to the Holdings Agreement dated as of September 9, 1998.
"AMENDMENT II EFFECTIVE DATE" means the date Amendment II becomes
effective in accordance with Section 15 of Amendment II.
"FILM VALUE" means, at any date, the value of (i) the Library Films
and (ii) the MGM/Orion Companies' feature length theatrical motion pictures
and television programs described in clause (ii) of the definition of the
term "Films", as set forth in the appraisal report delivered on or most
recently prior to such date pursuant to Section 5.01(j); provided that if
the value set forth in any such appraisal report is expressed as a range,
then "FILM VALUE" means the average of the high and low values of such
range.
"PROJECTED KNOWN SOURCES" means at any date (the "TEST DATE"), the sum
(without duplication) of the following amounts, in each case determined for
the Combined Companies on a Combined Basis:
(a) cash and cash equivalents held by the Combined Companies on
such date plus
(b) the aggregate amount, without duplication, of cash projected
by the Borrowers in good faith to be received by the Combined
Companies during the period of four consecutive Fiscal Quarters (the
"TEST PERIOD") commencing on the day immediately after such date from
the following sources:
(i) any unutilized commitment under a binding agreement by
Tracinda to purchase equity securities of MGM; and
(ii) any unutilized commitment to make advances to any
Combined Company (including without limitation any Commitment to
make Loans to the Borrowers);
but only to the extent, in the case of any agreement or instrument
referred to in clause (i) or (ii) above, that (x) the conditions to
requiring such advance or purchase (as the case may be) would be
satisfied on such Test Date if such advance or purchase were requested
by the relevant Combined Company (including, in the case of any Loan
under this Agreement, without limitation, the condition that no
Default exists on such date or after giving effect to such Loan) (or,
with respect to any such condition that can be satisfied only after
such Test Date, the Borrowers reasonably and in good faith believe
that such condition will be satisfied at all relevant times during
such Test Period), and (y) such commitment is subject to no conditions
other than performance by the relevant
2
Combined Company of the agreements under which such commitment or
commitments exist; plus
(c) the aggregate amount, without duplication, of all cash payments
that the Borrowers reasonably and in good faith project to be received by
the Combined Companies during the Test Period from:
(i) royalties and other accounts receivable, but only to
the extent that (x) the relevant obligation to make such royalty
payments are subject to no conditions other than performance by
the relevant Combined Companies of the related agreements and (y)
the Borrowers reasonably and in good faith believe that such
condition will be satisfied at all relevant times during such
Test Period;
(ii) revenues with respect to Films and Film Related Assets
(determined by reference to the Combined Companies' ultimates in
the case of any Film, such ultimate to be valued, in the case of
any completed Film that has not yet been released, at a "break-
even" cost);
(iii) distributions from Permitted Joint Ventures (as
defined in the definition of Combined Adjusted EBITDA), but only
to the extent that (x) the right to receive such payment is
subject to no condition other than performance by the relevant
Combined Companies of the relevant agreements under which such
distributions would be made and (y) the Borrowers reasonably and
in good faith believe that such condition will be satisfied at
all relevant times during such Test Period; and
(iv) revenues from sales of branded merchandise.
"PROJECTED KNOWN USES" means at any date (the "TEST DATE"), the sum
(without duplication) of the following amounts, in each case determined for
the Combined Companies on a Combined Basis, in each case projected by the
Borrowers reasonably and in good faith to be paid during the period of four
consecutive Fiscal Quarters (the "TEST PERIOD") commencing immediately
after such date: (a) cash overhead, (b) Combined Cash Interest Expense and
the aggregate principal amount of Debt required to be paid during such Test
Period in accordance with the terms of the relevant Debt agreements in
effect on the Test Date, (c) income taxes to be paid in cash, (d) cash
expenses attributable to remaining negative costs and prints and
advertising expenses for Films which have commenced production or for which
orders have been received, (e) Combined Capital Expenditures, (f)
Investments in Permitted Joint Ventures and (g) any other cash expenditures
anticipated to be made by the Company during the Test Period.
(b) The definition of "LIBRARY CASH FLOWS" is amended by replacing the
words "August 31, 1997" in the fifth line thereof with the words "July 31,
1998".
3
Section 4. Amendment to "Information" Covenant. Section 5.01(j) of the
Credit Agreement is amended and restated in its entirety to read as follows:
(j) (i) not later than April 30, 1999 and April 30 of every second
calendar year thereafter, an appraisal report prepared by a qualified
independent appraiser selected by the Borrowers and reasonably satisfactory
to the Agent, as to the Film Value as of the last day of immediately
preceding Fiscal Year, performed, in the case of Library Films, using the
methods and procedures used in, and prepared in a form substantially
consistent with, the appraisal of the Library Films of MGM Studios prepared
by ▇▇▇▇▇▇ ▇▇▇▇ LLC and dated August 1996, and (ii) not later than April 30,
2000 and April 30 of every second calendar year thereafter, a bring-down
appraisal report prepared and certified by the chief financial officer or
the chief accounting officer of each Borrower, as to the Film Value as of
the last day of the immediately preceding Fiscal Year, performed using the
methods and procedures used in, and prepared in a form substantially
consistent with, the appraisal then most recently delivered pursuant to
clause (i) above;
Section 5. Amendment to "Adjusted EBITDA to Cash Interest Expense"
Covenant. (a) Section 5.11 of the Credit Agreement is amended by restating the
table set forth therein to read in its entirety as follows:
----------------------------------------------------
FISCAL QUARTER ENDING RATIO
----------------------------------------------------
12/31/00 1.50:1
----------------------------------------------------
03/31/01 2.00:1
----------------------------------------------------
06/30/01 2.00:1
----------------------------------------------------
09/30/01 2.00:1
----------------------------------------------------
12/31/01 2.00:1
----------------------------------------------------
03/31/02 2.75:1
----------------------------------------------------
06/30/02 2.75:1
----------------------------------------------------
09/30/02 2.75:1
----------------------------------------------------
12/31/02 2.75:1
----------------------------------------------------
Thereafter 3.50:1
----------------------------------------------------
(b) Section 5.11 of the Credit Agreement is amended by inserting the
following language at the end thereof:
If Amendment II to this Agreement dated as of September 9, 1998 shall
not have become effective in its entirety on or prior to December 31, 1998,
the Borrowers will deliver to the Agent no later than February 28, 1999 a
certificate of the chief financial officer or the chief accounting officer
of each Borrower (a) setting forth the information described in Section
5.01(c)(A)(i) and (b) stating the information described in Section
5.01(c)(A)(iv).
4
Section 6. Deletion of "Total Borrowed Funds to Adjusted EBITDA" Covenant;
Insertion of "Sources and Uses of Cash" Covenant. Section 5.12 of the Credit
Agreement is amended and restated to read in its entirety as follows:
SECTION 5.12. Sources and Uses of Cash. As of the last day of each
Fiscal Quarter, the ratio of Projected Known Sources to Projected Known
Uses for the four consecutive Fiscal Quarters commencing immediately after
such day shall not be less than 1.0 to 1.0.
Section 7. Amendment to "Total Borrowed Funds/Library Cash Flow" Covenant.
Section 5.13 of the Credit Agreement is amended by restating the table set forth
therein to read in its entirety as follows:
----------------------------------------------------
FISCAL QUARTER ENDING RATIO
----------------------------------------------------
12/31/97 2.75:1
----------------------------------------------------
03/31/98 4.25:1
----------------------------------------------------
06/30/98 4.25:1
----------------------------------------------------
09/30/98 4.25:1
----------------------------------------------------
12/31/98 4.00:1
----------------------------------------------------
03/31/99 4.00:1
----------------------------------------------------
06/30/99 4.00:1
----------------------------------------------------
09/30/99 4.00:1
----------------------------------------------------
12/31/99 4.50:1
----------------------------------------------------
03/31/00 5.00:1
----------------------------------------------------
06/30/00 5.50:1
----------------------------------------------------
09/30/00 5.50:1
----------------------------------------------------
12/31/00 5.00:1
----------------------------------------------------
03/31/01 4.75:1
----------------------------------------------------
06/30/01 4.75:1
----------------------------------------------------
09/30/01 4.75:1
----------------------------------------------------
12/31/01 4.75:1
----------------------------------------------------
03/31/02 4.50:1
----------------------------------------------------
06/30/02 4.25:1
----------------------------------------------------
09/30/02 4.25:1
----------------------------------------------------
12/31/02 4.00:1
----------------------------------------------------
03/31/03 4.50:1
----------------------------------------------------
06/30/03 4.50:1
----------------------------------------------------
09/30/03 4.50:1
----------------------------------------------------
12/31/03 4.50:1
----------------------------------------------------
Thereafter 3.50:1
----------------------------------------------------
5
Section 8. Amendment to "Maximum Capital Expenditures" Covenant. Section
5.14 of the Credit Agreement is amended by restating the table set forth therein
to read in its entirety as follows:
---------------------------------------------------
COMBINED CAPITAL
FISCAL YEAR EXPENDITURES
---------------------------------------------------
1998 and Thereafter $15,000,000
---------------------------------------------------
Section 9. Addition of "Total Borrowed Funds to Film Value" Covenant. Article 5
of the Credit Agreement is amended by inserting the following new section at the
end thereof:
SECTION 5.25. Total Borrowed Funds to Film Value. As of the last day
of each Fiscal Quarter beginning with the second Fiscal Quarter of 1999,
the ratio of (i) Total Borrowed Funds on such date to (ii) the Film Value
determined on or most recently prior to such date shall not exceed 0.75:1.
Section 10. Waiver under Credit Agreement. The Banks hereby waive the default
under Section 5.11 of the Credit Agreement that would otherwise be caused by any
failure to satisfy the ratio required to be maintained for the Fiscal Quarter
ending September 30, 1998.
Section 11. No Other Waivers. Other than as specifically provided herein, this
Amendment II shall not operate as a waiver of any right, remedy, power or
privilege of the Lenders under any Loan Document or of any other term or
condition thereof.
Section 12. Representations of Borrowers. Each of Holdings and the Borrowers
represents and warrants that, on and as of the Amendment II Effective Date and
after giving effect to this Amendment II, (i) the representations and warranties
of the Obligors set forth in the Loan Documents will be true and correct in all
respects and (ii) no Default will have occurred and be continuing.
Section 13. Governing Law. This Amendment II shall be governed by and
construed in accordance with the laws of the State of New York.
Section 14. Counterparts. This Amendment II may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 15. Effectiveness. Except for Sections 2, 5(b) and 10 hereof, which
shall become effective when condition (a) below shall have been satisfied, this
Amendment II shall become effective on the date (the "AMENDMENT II EFFECTIVE
DATE") when each of the following conditions shall have been satisfied:
(a) the Agent shall have received from each of Holdings, the Agent,
the Borrowers and the Required Lenders a counterpart hereof signed by such
party or
6
facsimile or other written confirmation (in form satisfactory to the Agent)
that such party has signed a counterpart hereof;
(b) the Agent shall have received a certificate of the chief
financial officer or chief accounting officer of MGM Studios to the effect
that MGM shall have (x) received gross cash proceeds of not less than
$500,000,000 from the issuance of its common stock upon exercise of
transferable rights to subscribe for shares of its common stock to its
existing common stockholders and pursuant to the Standby Agreement between
Tracinda and MGM, and on terms and conditions not materially different in
any material respect from those set forth in the Registration Statement on
Form S-1, as filed with and declared effective by the SEC, and (y)
contributed all such amounts to MGM Studios, net of any amounts used to
refinance any "Bridge Financing" designated as such pursuant to the
Holdings Agreement, all of the net cash proceeds of which were contributed
to MGM Studios; and
(c) the Agents and the Arrangers shall have received payment in full
of all fees, expenses and other amounts due and payable hereunder
(including fees and expenses payable pursuant to Section 10.03 of the
Credit Agreement) or pursuant to any letter agreement between either
Borrower and any Agent or any Arranger relating to the transactions
contemplated by the Loan Documents (including the fee letter dated
September 9, 1998).
7
IN WITNESS WHEREOF, the parties hereto have caused this Amendment II to be
duly executed as of the date first above written.
METRO-▇▇▇▇▇▇▇-▇▇▇▇▇
STUDIOS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Executive Vice President and
Chief Financial Officer
ORION PICTURES CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Executive Vice President and
Chief Financial Officer
METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Executive Vice President and
Chief Financial Officer
8
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Agent and
as Lender
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Syndication Agent and as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Vice President
9
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Managing Director
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Title: Director
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Title: Senior Vice President & Director
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL
SENIOR INCOME TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Title: Senior Vice President & Director
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: Relationship Manager
10
FLEET NATIONAL BANK
By:
___________________________
Title:
_____________________
ING (U.S.) CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Title: Assistant Vice President
BANK OF SCOTLAND
By: /s/ ▇▇▇▇▇ ▇▇▇▇ Tat
---------------------------
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES
AGENCY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------
Title: Deputy General Manager
▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Senior Vice President & Senior
Deputy General Manager
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING
RATE FUND, INC.
By:
----------------------------
Title:
----------------------
SENIOR HIGH INCOME PORTFOLIO,
INC.
By:
----------------------------
Title:
----------------------
DEBT STRATEGIES FUND, INC.
By:
----------------------------
Title:
----------------------
12
DEBT STRATEGIES FUND II, INC.
By:
----------------------------
Title:
----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE
PORTFOLIO
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P.,
as Investment Advisor
By:
----------------------------
Title:
----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P.,
as Investment Advisor
By:
----------------------------
Title:
----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P.,
as Investment Advisor
By:
----------------------------
Title:
----------------------
13
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: Duly Authorized Signatory
BANK OF HAWAII
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Senior Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR
FUNDING, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: Vice President
For ARAB BANKING CORPORATION
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Chief Representative
SANWA BUSINESS CREDIT
CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
14
PAMCO CAYMAN LTD.
By Highland Capital Management L.P.,
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: President
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
By Highland Capital Management L.P.,
as Attorney-in-Fact
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: President
ML CBO IV (CAYMAN) LTD.
By Highland Capital Management L.P.,
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: President
▇▇▇ CAPITAL FUNDING LP
By Highland Capital Management L.P.,
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: President
15
KZH-PAMCO CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Authorized Agent
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ &
▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------
Title: Authorized Signatory
GULF INTERNATIONAL BANK B.S.C.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
BANQUE WORMS CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
---------------------------
Title: Vice President
16
CITY NATIONAL BANK,
a National Banking Association
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Vice President
FIRST HAWAIIAN BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Title: Assistant Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By ING Capital Advisors, Inc., as Investment Advisor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By ING Capital Advisors, Inc., as Investment Advisor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
17
ARCHIMEDES FUNDING LLC
By ING Capital Advisors, Inc., as Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title: Senior Vice President
KZH ING-1 LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Title: Authorized Agent
KZH ING-3 LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Authorized Agent
18
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD. (as assignee)
By Pilgrim America Investments, Inc., as its
Investment Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Vice President
SENIOR DEBT PORTFOLIO
By Boston Management & Research, as
Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Managing Director
INDOSUEZ CAPITAL FUNDING III, LIMITED
By Indosuez Capital, as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
19
PFL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President & Assistant
Secretary
CITIBANK, N.A.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
CYPRESSTREE INVESTMENT
PARTNERS I, LIMITED
By CypressTree Investment Management
Company, as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Principal
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
PRIME INCOME TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
20
PACIFIC LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------
Title: Senior Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Assistant Vice President
PACIFIC LIFE CBO 1998-1 LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------
Title: Senior Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Title: Assistant Vice President
NATEXIS BANQUE - BFCE
By: /s/ ▇▇▇▇▇▇ Touffu
---------------------------
Title: First Vice President and
Regional Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
21
THE FUJI BANK, LIMITED
By: /s/ Hideo Nakaiima
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Title: General Manager
THE SUMITOMO BANK, LIMITED
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
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Title: Vice President, N.Y. Office
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President &
Regional Manager (East)
ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Group Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
FC CBO LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Director, as Collateral Manager
22
THE TORONTO DOMINION BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Manager, Credit Administration
FREMONT FINANCIAL CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Title: Senior Vice President
FIRST DOMINION FUNDING
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Authorized Signatory
23