EXHIBIT 10.2
EXECUTION COPY
FIRST AMENDMENT dated as of October 16,
2000 (this "AMENDMENT"), to the Credit Agreement (the
"CREDIT AGREEMENT") dated as of July 7, 2000, among
WASHINGTON GROUP INTERNATIONAL, INC. (f/k/a ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Corporation), a Delaware corporation (the
"BORROWER"); the lenders party thereto (the
"LENDERS"); BANK OF MONTREAL, as Syndication Agent;
and CREDIT SUISSE FIRST BOSTON, a bank organized
under the laws of Switzerland, as administrative
agent (in such capacity, the "ADMINISTRATIVE AGENT"),
as collateral agent (in such capacity, the
"COLLATERAL AGENT") and as an issuer of Letters of
Credit.
The Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement to permit the Borrower to obtain Letters of
Credit (such term and each other capitalized term used and not otherwise defined
herein having the meaning assigned to it in Section 1.01 of the Credit Agreement
as amended hereby) denominated in one or more Designated Foreign Currencies. The
Lenders are willing so to amend the Credit Agreement on the terms and subject to
the conditions set forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is
hereby amended, effective as of the Amendment Effective Date, as follows:
(a) AMENDMENT OF SECTION 1.01. (i) The following definitions are
hereby added to Section 1.01 of the Credit Agreement in their proper
alphabetical order:
"BORROWER PERCENTAGE" means, as to any Special Letter of Credit,
the percentage of each reimbursement obligation in respect of a drawing
under such Letter of Credit for which the Borrower is responsible.
"DESIGNATED FOREIGN CURRENCY" means, as to any Issuing Bank, any
currency other than dollars that (a) is available to banks, freely
transferable and freely convertible into dollars, in each case in the
London interbank market, and (b) has been approved by such Issuing Bank
in a notice delivered to the Borrower and the Administrative Agent.
"DOLLAR EQUIVALENT" means, on any date of determination, with
respect to any amount denominated in any Designated Foreign Currency,
the equivalent in dollars of such amount, determined by the applicable
Issuing Bank using the Exchange Rate with respect to such Designated
Foreign Currency in effect on such date.
"EXCHANGE RATE" means on any day, with respect to any amount
denominated in any Designated Foreign Currency, the rate at which
dollars may be exchanged into such Designated Foreign Currency, as set
forth at approximately 11:00 a.m., London time, on such day on the
Reuters World Currency Page for such Designated Foreign Currency. In
the event that such rate does not appear on any Reuters World Currency
Page, the Exchange Rate shall be determined by reference to such other
publicly available service for displaying exchange rates as may be
agreed upon by the applicable Issuing Bank and the Borrower, or, in the
absence of such agreement, such Exchange Rate shall instead be the
arithmetic average of the spot rates of exchange of the applicable
Issuing Bank in the market where its foreign currency exchange
operations in respect of such Designated Foreign Currency are then
being conducted, at or about 10:00 a.m., local time, on such date for
the purchase of such Foreign Currency for delivery on such day;
PROVIDED that if at the time of any such determination, for any reason,
no such spot rate is being
2
quoted, the applicable Issuing Bank, after consultation with the
Borrower, may use any reasonable method it, in good faith, deems
appropriate to determine such rate, and such determination shall be
presumed correct absent manifest error.
"NON-BORROWER PERCENTAGE" means, as to any Special Letter of
Credit, the percentage of each reimbursement obligation in respect of a
drawing under such Letter of Credit for which a person or persons other
than the Borrower are responsible.
"SPECIAL LETTER OF CREDIT" means a Letter of Credit issued for the
account of a joint venture which is an Affiliate of the Borrower or in
which the Borrower is a participant and as to which responsibility for
the reimbursement of L/C Disbursements is to be shared on a several
basis by the Borrower and one or more other persons, with each such
person being responsible for the reimbursement of a specified
percentage of any drawings under such Letter of Credit.
(ii) The definition of "L/C Exposure" contained in Article
I of the Credit Agreement is hereby replaced with the
following:
"L/C EXPOSURE" means at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit denominated in
dollars at such time, (b) the aggregate Dollar Equivalents of the
undrawn amounts of all outstanding Letters of Credit denominated in
Designated Foreign Currencies at such time, (c) the aggregate amount of
all L/C Disbursements denominated in dollars that have not yet been
reimbursed by or on behalf of the Borrower at such time and (d) the
aggregate Dollar Equivalents of the amounts of all L/C Disbursements
denominated in Designated Foreign Currencies that have not yet been
reimbursed by or on behalf of the Borrower at such time; PROVIDED, that
in the case of any Special Letter of Credit, only the Borrower
Percentage of such Letter of Credit and of the unreimbursed L/C
Disbursements thereunder shall be taken into account in determining the
L/C Exposure. The L/C Exposure of any Revolving Credit Lender at any
time shall be such Lender's Pro Rata Percentage of the aggregate L/C
Exposure at such time.
(iii) The following proviso is hereby added to the end of
the definition of "Consolidated EBITDA" contained in Article I
of the Credit Agreement:
"; PROVIDED that, for purposes of determining Consolidated
EBITDA for any period including one or more of the Borrower's
fiscal quarters ending on December 3, 1999, March 3, 2000,
June 2, 2000 or September 1, 2000, Consolidated EBITDA for any
such fiscal quarter shall be deemed to be $70,000,000."
(b) AMENDMENT TO SECTION 2.14. Section 2.14 of the Credit
Agreement is hereby amended by inserting the following new paragraph
at the end thereof:
"(l) If on any date, after giving effect to all Revolving
Loans, Letters of Credit and Swingline Loans and all
repayments and prepayments to occur on such date, and based on
the Exchange Rate then in effect for each Letter of Credit
denominated in a Designated Foreign Currency, the
Administrative Agent determines that the Aggregate Revolving
Credit Exposure hereunder shall have exceeded for more than
three consecutive Business Days an amount equal to 100% of the
total Revolving Credit Commitments of the Lenders hereunder,
the Administrative Agent shall notify the Borrower of such
occurrence and the Borrower shall on the next succeeding
Business Day prepay Revolving Loans or Swingline Loans in an
aggregate amount sufficient to eliminate such excess."
3
(c) AMENDMENTS TO SECTION 2.23. Section 2.23 of the Credit
Agreement is hereby amended as follows:
(i) The words "or, in the case of a Special Letter of
Credit, for the account of the applicable joint venture or
Affiliate" are inserted after the words "for its own account"
in Section 2.23(a).
(ii) The following sentence is inserted after the second
sentence of Section 2.23(a):
"Each Letter of Credit will be denominated in dollars
or in a Designated Foreign Currency."
(iii) The phrase "(excluding the Non-Borrower Percentage
of any Special Letter of Credit)" is inserted after the phrase
"Letters of Credit" in each of subclause (A) and subclause (B)
of clause (ii) of the third sentence of Section 2.23(a).
(iv) The following new sentence is inserted at the end of
Section 2.23(a):
"Notwithstanding any other provision of this Section,
(i) any Special Letter of Credit requested by the
Borrower shall be issued at the good faith, sole
discretion of the Issuing Bank requested to issue the
same and only after the Borrower and the other
persons to be responsible for the reimbursement of
L/C Disbursements thereunder shall have delivered to
such Issuing Bank documentation satisfactory to it
(which may include reimbursement undertakings,
guarantees, back-to-back letters of credit or
security agreements) providing for and, if
applicable, securing, such reimbursement obligations,
(ii) the Revolving Credit Lenders shall participate
only in the Borrower Percentage of any Special Letter
of Credit, and the Non-Borrower Percentage of any
Special Letter of Credit and all reimbursement
obligations in respect of drawings thereunder shall
be solely for the account and risk of such Issuing
Bank, and (iii) the Borrower shall have no
reimbursement obligations in respect of drawings to
the extent they relate to the Non-Borrower Percentage
of any Special Letters of Credit."
(v) The words "and currency" are inserted after the words
"the amount" wherever such words appear in Section 2.23(b).
The words "and, in the case of a Special Letter of Credit, the
Borrower Percentage thereof" are inserted after the words
"issued by it" in the second sentence of Section 2.23(b). The
following new sentence is inserted at the end of Section
2.23(b):
"The Dollar Equivalent of each Letter of Credit denominated in
a Designated Foreign Currency shall be determined or
redetermined, as applicable, on the date of issuance, increase
or extension of such Letter of Credit and on the last day of
each month thereafter, and each Issuing Bank shall promptly
notify the Administrative Agent of the determination thereof."
(vi) The proviso in Section 2.23(c) is amended to read
as follows:
"PROVIDED that the portion of the L/C Exposure attributable to
Non-Financial Letters of Credit expiring in more than three
years shall at no time exceed $250,000,000".
4
(vii) The following parenthetical is inserted at the end
of the second sentence of Section 2.23(d):
"(converted, in the case of any L/C Disbursement made
in a Designated Foreign Currency, to dollars as
provided in paragraph (e) below)".
(viii) The words "(in the case of a Letter of Credit
denominated in a Designated Foreign Currency, an amount in
dollars (or, if acceptable to the Borrower and such Issuing
Bank, in such foreign currency) equal to such L/C Disbursement
based on the applicable Exchange Rate on the date of payment)"
are inserted after the words "equal to such L/C Disbursement"
in Section 2.23(e).
(ix) The following new sentence is inserted at the end of
Section 2.23(e):
"If the Borrower shall fail to reimburse any L/C Disbursement
in respect of a Letter of Credit denominated in a Designated
Foreign Currency by the time specified in the preceding
sentence, the Borrower's obligation under this paragraph in
respect of such L/C Disbursement shall at that time be
automatically converted into an obligation denominated in
dollars at the Exchange Rate in effect on the date of such
conversion. The Borrower agrees to indemnify each Issuing Bank
against any loss or expense determined by such Issuing Bank in
good faith to have resulted from any conversion pursuant to
the preceding sentence by reason of the inability of such
Issuing Bank to convert the dollar amount received from the
Borrower (or from the Revolving Credit Lenders pursuant to
Section 2.03(f) into an amount in the currency of such Letter
of Credit equal to the amount of such L/C Disbursement)."
(x) The following parenthetical is inserted at the end of
the first sentence of Section 2.23(h):
"(or, in the case of an L/C Disbursement under a
Letter of Credit denominated in a Designated Foreign
Currency, for each day prior to the conversion of the
Borrower's obligation in respect of such L/C
Disbursement into dollars as provided in paragraph
(e) above, at the rate determined by the Issuing Bank
in good faith to represent such Issuing Bank's cost
of overnight or short-term funds in the applicable
currency plus the ABR spread that would be used at
the time to determine interest on Revolving Loans)".
(xi) The following new paragraph is inserted at the end
of Section 2.23:
"(l) Any Letter of Credit denominated in a
Designated Foreign Currency may, at the election of
the applicable Issuing Bank, be issued by any non-US
branch, office, Affiliate or correspondent bank of
such Issuing Bank, and the times and places for
payments in respect of any such Letter of Credit may
be appropriately adjusted in good faith by the
Issuing Bank, by notice to the Borrower, to conform
to local customs and the practices of such branch or
Affiliate; PROVIDED, however, that the applicable
Issuing Bank will use reasonable efforts (which shall
not require such Issuing Bank to incur an
unreimbursed loss or expense or otherwise take any
action materially inconsistent with its internal
policies or legal or regulatory restrictions or
suffer any disadvantage or burden deemed by it to be
significant) as will best minimize or avoid the
incurrence of any loss or expense to under Sections
2.15, 2.16 and 2.21."
5
(d) AMENDMENTS TO ARTICLE V. (i ) Article V of the Credit
Agreement is hereby amended by inserting the phrase "(excluding the
Non-Borrower Percentage of any Special Letter of Credit)" after the
words (A) "Letters of Credit" and (B) "Issuing Banks and all amounts"
in each place where such words appear in the introduction to such
Article.
(ii) Section 5.03(b) of the Credit Agreement is hereby
amended by inserting the following proviso at the end of such
Section:
"PROVIDED that the Borrower shall have until October 27, 2000
to deliver the financial information and certification
required pursuant to this Section 5.03(b) with respect to the
Borrower's fiscal quarter ending September 1, 2000".
(e) AMENDMENTS TO ARTICLE VI. Article VI of the Credit Agreement
is hereby amended by inserting the phrase "(excluding the Non-Borrower
Percentage of any Special Letter of Credit)" after the words (A)
"Letters of Credit" and (B) "Issuing Banks and all amounts" in each
place where such words appear in the introduction to such Article.
(f) AMENDMENTS TO ARTICLE VII. Article VII of the Credit
Agreement is hereby amended as follows:
(i) The phrase "(excluding the Non-Borrower Percentage of
any Special Letter of Credit)" is inserted after the words
"Letters of Credit" in clause (a) of such Article VII.
(ii) The phrase "(other than L/C Disbursements to the
extent that they relate to the Non-Borrower Percentage of any
Special Letter of Credit)" is inserted after the words "L/C
Disbursement" in each of clauses (b) and (c) of such Article
VII.
(g) It is agreed that Borrowings under the Credit Agreement will
continue to be available only in dollars.
SECTION 2. REPRESENTATIONS AND WARRANTIES. To induce the other
parties hereto to enter into this Amendment, the Borrower represents and
warrants to each of the Lenders, the Administrative Agent and the Collateral
Agent that, as of the Amendment Effective Date:
(a) The representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on
and as of the Amendment Effective Date with the same effect as though
made on and as of the Amendment Effective Date, except to the extent
such representations and warranties expressly relate to an earlier
date.
(b) After giving effect to the agreements and waivers herein, no
Default or Event of Default has occurred and is continuing.
SECTION 3. EFFECTIVENESS. This Amendment shall become
effective on the date (the "AMENDMENT EFFECTIVE DATE") that the Administrative
Agent shall have received counterparts of this Amendment that, when taken
together, bear the signatures of the Borrower and the Required Lenders.
6
SECTION 4. EFFECT OF AMENDMENT. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent or the Collateral Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrower to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
SECTION 5. 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 an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7
SECTION 7. HEADINGS. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
WASHINGTON GROUP INTERNATIONAL, INC.,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
individually and as Administrative Agent,
Collateral Agent and Issuing Bank,
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
by
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
Acknowledged and Agreed:
EACH OF THE GUARANTORS
LISTED ON SCHEDULE 1.01
TO THE CREDIT AGREEMENT,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
Bank Hapoalim B. M.
by
/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President First Vice President
Bank of America, N.A.
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
BANK ONE, NA.
by
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Commercial Banking Officer
First Security Bank, N.A.
by
/s/ ▇▇▇▇▇ ▇. Riga
-------------------------------------
Name: ▇▇▇▇▇ ▇. Riga
Title: Vice President
Fleet National Bank
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
The Sumitomo Bank Limited
by
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President & Manager
U.S. BANK NATIONAL ASSOCIATION
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ABA BANKING CORPORATION
FOR NEW YORK BRANCH
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Representative
Los Angeles Representative Office
Bank of Montreal
by
/s/ Cahal ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: Cahal ▇. ▇▇▇▇▇▇▇
Title: Director
ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Portfolio Manager
ARCHIMEDES FUNDING IV, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Portfolio Manager
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Portfolio Manager
SEQUILS-ING I (HBDGM), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Portfolio Manager
SWISS LIFE US RAINBOW LIMITED
BY: ING Capital Advisors LLC,
as Collateral Manager
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Portfolio Manager
Franklin Floating Rate Trust
by
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
PRIME INCOME TRUST
by
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: Pilgrim Investments, Inc.
as its investment manager
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc.
as its investment manager
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
SEQUILS PILGRIM 1, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.
as its investment manager
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
MLCLOXII PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its investment manager
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
MLCLOXV PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its investment manager
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
MLCLOXX PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its investment manager
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
▇▇▇▇▇▇▇▇▇ CLO Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Collateral Manager
by
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
▇▇▇▇▇▇▇▇▇/RME Transaltlantic CDO Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Collateral Manager
by
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
SRF 2000 LLC
by
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
SRF TRADING, INC.
by
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
Liberty - ▇▇▇▇▇ ▇▇▇ Advisor Floating Rate
Advantage Fund by ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
Incorporated, As Advisor
by
/s/ ▇▇▇▇▇ ▇. Good
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: Sr. Vice President & Portfolio Manager
▇▇▇▇▇ ▇▇▇ Floating Rate Limited Liability Company
by
/s/ ▇▇▇▇▇ ▇. Good
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: Senior Vice President
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated,
As Advisor to the ▇▇▇▇▇ ▇▇▇ Floating
Rate Limited Liability Company
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ CLO I Ltd.,
by ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated,
As Portfolio Manager
by
/s/ ▇▇▇▇▇ ▇. Good
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Name: ▇▇▇▇▇ ▇. Good
Title: Sr. Vice President & Portfolio Manager
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇
MANAGEMENT INC.,
as Collateral Manager
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇
MANAGEMENT INC.,
as Collateral Manager
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇
SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇
SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Galaxy CLO 1999-1, Ltd., by:
SAI Investment Advisor, Inc., its collateral manager
by
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Agent
Columbus Loan Funding, Ltd.
By: Travelers Asset Management
International Company, LLC
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Second Vice President
WINGED FOOT FUNDING TRUST
by
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent