EXHIBIT 10.22
FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO U.S.
SUBSIDIARIES GUARANTY
FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO
U.S. SUBSIDIARIES GUARANTY (collectively, this "Amendment"), dated as of
February 21, 2001, among ▇▇▇▇▇▇ HOLDINGS, INC. (f/k/a Big Flower Holdings,
Inc.), a Delaware corporation ("Holdings"), ▇▇▇▇▇▇, Inc. (f/k/a Big Flower Press
Holdings, Inc.), a Delaware corporation ("▇▇▇▇▇▇"), BIG FLOWER LIMITED, a
Wholly-Owned Subsidiary of ▇▇▇▇▇▇ and a limited company organized under the laws
of England ("BFL"), OLWEN DIRECT MAIL LIMITED, a Wholly-Owned Subsidiary of BFL
and a limited company organized under the laws of England ("Olwen"), BIG FLOWER
DIGITAL SERVICES LIMITED, an indirect Wholly-Owned Subsidiary of ▇▇▇▇▇▇ and a
limited company organized under the laws of England ("BFDSL"), FUSION PREMEDIA
GROUP LIMITED (f/k/a Troypeak Limited), an indirect Wholly-Owned Subsidiary of
▇▇▇▇▇▇ and a limited company organized under the laws of England ("Fusion"),
PISMO LIMITED, an indirect Wholly-Owned Subsidiary of ▇▇▇▇▇▇ and a limited
company organized under the laws of England ("Pismo"), COLORGRAPHIC DIRECT
RESPONSE LIMITED, a Wholly-Owned Subsidiary of BFL and a limited company
organized under the laws of England ("Colorgraphic"), and THE ADMAGIC GROUP
LIMITED, an indirect Wholly-Owned Subsidiary of ▇▇▇▇▇▇ and a limited company
organized under the laws of England ("Admagic" and together with ▇▇▇▇▇▇, BFL,
▇▇▇▇▇, BFDSL, Fusion, Pismo and Colorgraphic, the "Borrowers", and each, a
"Borrower"), various U.S. Subsidiaries of Holdings, the Lenders from time to
time party to the Credit Agreement referred to below, CHASE SECURITIES, INC. and
DEUTSCHE BANK SECURITIES, INC., as Joint Lead Arrangers and Joint Book Managers
(in such capacity, the "Joint Lead Arrangers"), THE CHASE MANHATTAN BANK, as
Administrative Agent (the "Administrative Agent"), BANKERS TRUST COMPANY, as
Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, and certain
Managing Agents party to the Credit Agreement. All capitalized terms used herein
and not otherwise defined shall have the respective meanings provided such terms
in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrowers, the Lenders, the Agents, the Joint
Lead Arrangers and the Managing Agents are parties to a Credit Agreement, dated
as of December 7, 1999 (as amended, modified or supplemented from time to time
to but not including the date hereof, the "Credit Agreement");
WHEREAS, various U.S. Subsidiaries of Holdings and the Administrative
Agent are parties to a U.S. Subsidiaries Guaranty, dated as of December 7, 1999
(as amended, modified or supplemented from time to time to but not including the
date hereof, the "U.S. Subsidiaries Guaranty"); and
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Credit Agreement and the U.S. Subsidiaries
Guaranty, and the Lenders
party hereto wish to grant certain consents to the Credit Agreement, in each
case as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS AND CONSENTS TO CREDIT AGREEMENT.
1. Section 8.01(f) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing immediately prior to the text "(y)" appearing
in said Section and inserting a comma lieu thereof and (ii) inserting the
following new clause (z) at the end of said Section:
"and (z) set forth (in reasonable detail) the type and amount of costs
incurred during each fiscal quarter included in the Test Period then last
ended and added back to Consolidated EBITDA for such Test Period pursuant
to clauses (v) and (ix) appearing in the first sentence of the definition
of "Consolidated EBITDA"".
2. Section 9.06 of the Credit Agreement is hereby amended by (i)
deleting clause (xv) of said Section in its entirety and inserting the text
"(xv) the performance of (including the payment of any one-time fees pursuant
to) the Chancery Lane Transition Services Agreement;" in lieu thereof and (ii)
inserting the text "(other than the Chancery Lane Transition Services
Agreement)" immediately after the text "Transition Services Agreements"
appearing in clause (xvi) of said Section.
3. Notwithstanding anything to the contrary contained in Section
9.06 of the Credit Agreement, Big Flower Digital LLC may sell shares of common
stock, and warrants to purchase shares of common stock, of 24/7 Media, Inc.
(collectively, the "24/7 Internet Equity") to CLI Associates LLC ("CLI")
pursuant to, and in accordance of the terms of, that certain Purchase Agreement,
dated as of December 22, 2000, between Big Flower Digital LLC and CLI (as in
effect on the Fourth Amendment Effective Date (as defined below)), so long as
(x) such sale is made on terms substantially as favorable to Big Flower Digital
LLC as would reasonably be obtained by Big Flower Digital LLC in a comparable
arm's-length transaction with a Person other than an Affiliate and (y) such sale
is made in accordance with the terms of Section 9.02(xvii) of the Credit
Agreement.
4. Section 9.10 of the Credit Agreement is hereby amended by
deleting the text "Chancery Lane Consulting Agreement" appearing in said Section
and inserting the text "Chancery Lane Transition Services Agreement" in lieu
thereof.
5. Notwithstanding anything to the contrary contained in Section
9.10 of the Credit Agreement, Holdings may enter into the Chancery Lane
Transition Services Agreement.
6. The definition of "Change of Control" appearing in Section 11.01
of the Credit Agreement is hereby amended by (i) deleting the text "any Investor
Group" in each place it appears in said definition and inserting the text "the
THL Group" in lieu thereof, (ii) deleting the text "the respective Investor
Group" in each place it appears in said definition and inserting the text "the
THL Group" in lieu thereof and (iii) deleting the text ", the ECP Group and the
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▇▇▇▇▇ Permitted Holders" in each place it appears in said definition and
inserting the text "and the ECP Group" in lieu thereof.
7. The definition of "Consolidated EBITDA" appearing in Section
11.01 of the Credit Agreement is hereby amended by (i) deleting the text "and
(xiv)" appearing in clause (iv) of the first sentence of said definition and
inserting the text ", (xiv) and (xv)" in lieu thereof, (ii) deleting clause (v)
appearing in the first sentence of said definition in its entirety and inserting
the following new clause (v) in lieu thereof:
"(v) for any Test Period which includes any portion of the period from the
Initial Borrowing Date to and including December 31, 2001, to the extent
deducted in any determination of Consolidated EBITDA (directly or through
reductions to Consolidated Net Income), severance costs, lease buy-out
costs, certain one-time restructuring costs not reported as such in
accordance with GAAP (such as retention bonuses and employee relocation
costs) and certain other restructuring costs incurred by Holdings and its
Subsidiaries after the Initial Borrowing Date and on or prior to December
31, 2001, so long as (x) the aggregate amount of all such costs incurred
and added to Consolidated EBITDA pursuant to this clause (v) after the
Effective Date does not exceed $22,000,000 and (y) Holdings has at all
times complied with the requirements of clause (z) of Section 8.01(f),
requiring Holdings to certify as to the amount and type of such costs
incurred in any fiscal quarter of Holdings included in such Test Period and
added back to Consolidated EBITDA for such Test Period"
, (iii) deleting the word "and" appearing at the end of clause (vii) in the
first sentence of said definition and inserting a comma in lieu thereof, (iv)
inserting the following text immediately after clause (viii) appearing in the
first sentence of said definition:
"and (ix) for any Test Period which includes any portion of the period from
January 1, 2000 to and including December 31, 2000, to the extent deducted
in any determination of Consolidated EBITDA (directly or through reductions
to Consolidated Net Income), overhead costs associated with the operations
of Holdings (including salaries of management of Holdings) incurred by
Holdings on or after January 1, 2000 and prior to December 31, 2000, so
long as (x) the aggregate amount of all such costs incurred and added to
Consolidated EBITDA pursuant to this clause (ix) after the Effective Date
does not exceed the lesser of (I) $7,616,000 and (II) the amount of the
add-back for such costs made to "Adjusted EBITDA" as set forth in an
offering memorandum for Permanent Senior Subordinated Notes in a form
acceptable to the Administrative Agent and the Syndication Agent, whether
or not an offering of Permanent Senior Subordinated Notes is actually made
pursuant to any such offering memorandum (or, if no such acceptable
offering memorandum exists, $0) and (y) Holdings has at all times complied
with the requirements of clause (z) of Section 8.01(f), requiring Holdings
to certify as to the amount and type of such costs incurred in any fiscal
quarter of Holdings included in such Test Period and added back to
Consolidated EBITDA for such Test Period"
, (v) inserting the text "(as such Section was in effect immediately prior to
the effectiveness of the Fourth Amendment and Consent to this Agreement, dated
as of February 15, 2001)" immediately after the text "9.06(xv)" appearing in the
last sentence of said definition and (vi)
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inserting the text "(other than the Chancery Lane Transition Services
Agreement)" immediately after the text "Transition Services Agreements"
appearing in the last sentence of said definition.
8. The definition of "Permitted Holders" appearing in Section 11.01
of the Credit Agreement is hereby amended by (i) deleting clause (iii) appearing
in said definition in its entirety and (ii) redesignating clause (iv) appearing
in said definition as clause (iii).
9. The definition of "Transition Services Agreements" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the word
"and" immediately after the text "Laser Tech" appearing in said definition and
inserting a comma in lieu thereof and (ii) inserting the text "and (iii) the
Chancery Lane Transition Services Agreement" immediately after the text "and
Columbine" appearing in said definition.
10. Section 11.01 of the Credit Agreement is hereby further amended
by (i) deleting the definitions of "Investor Group" and "▇▇▇▇▇ Permitted
Holders" appearing in said Section in their entirety and (ii) inserting the
following new definition in appropriate alphabetical order:
"Chancery Lane Transition Services Agreement" shall mean the
Transition and Services Agreement, dated as of December 22, 2000, among
BFPH, Chancery Lane Capital LLC and Holdings, as the same may be amended,
modified or supplemented from time to time in accordance with the terms
hereof and thereof.
II. AMENDMENTS TO U.S. SUBSIDIARIES GUARANTY.
1. Section 10 of the U.S. Subsidiaries Guaranty is hereby amended by
inserting the following new clauses (d) though (g), inclusive, immediately
following clause (c) of said Section:
"(d) Each Guarantor hereby acknowledges and affirms that it
understands that to the extent the Obligations are secured by real property
located in the State of California, such Guarantor shall be liable for the
full amount of the liability hereunder notwithstanding foreclosure on such
real property by trustee sale or any other reason impairing such
Guarantor's or any secured creditors' right to proceed against any
Borrower, any Guarantor or any other guarantor of the Obligations.
(e) Each Guarantor hereby waives, to the fullest extent permitted by
applicable law, all rights and benefits under Sections 580a, 580b, 580d and
726 of the California Code of Civil Procedure. Each Guarantor hereby
further waives, to the fullest extent permitted by applicable law, without
limiting the generality of the foregoing or any other provision hereof, all
rights and benefits which might otherwise be available to such Guarantor
under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850,
2899 and 3433 of the California Civil Code.
(f) Each Guarantor waives its rights of subrogation and reimbursement
and any other rights and defenses available to such Guarantor by reason of
Sections 2787 to 2855, inclusive, of the California Civil Code, including,
without limitation, (1) any defenses such Guarantor may have to this
Guaranty by reason of an election of remedies
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by the Creditors and (2) any rights or defenses such Guarantor may have by
reason of protection afforded to any Borrower pursuant to the
antideficiency or other laws of California limiting or discharging such
Borrower's indebtedness, including, without limitation, Section 580a, 580b,
580d or 726 of the California Code of Civil Procedure. In furtherance of
such provisions, each Guarantor hereby waives all rights and defenses
arising out of an election of remedies by the Creditors, even though that
election or remedies, such as a nonjudicial foreclosure destroys such
Guarantor's rights of subrogation and reimbursement against any Borrower by
the operation of Section 580d of the California Code of Civil Procedure or
otherwise.
(g) Each Guarantor warrants and agrees that each of the waivers set
forth above is made with full knowledge of its significance and
consequences and that if any of such waivers are determined to be contrary
to any applicable law or public policy, such waivers shall be effective
only to the maximum extent permitted by law.".
III. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this Amendment, each
Credit Agreement Party hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Fourth Amendment
Effective Date, both immediately before and immediately after giving effect
to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement or the other Credit Documents are true and correct in all
material respects on the Fourth Amendment Effective Date both immediately
before and immediately after giving effect to this Amendment, with the same
effect as though such representations and warranties had been made on and
as of the Fourth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with Holdings and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Fourth
Amendment Effective Date") when each Credit Agreement Party, each U.S.
Subsidiary
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Guarantor, the Administrative Agent and the 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 its Notice Office.
6. From and after the Fourth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement and the U.S. Subsidiaries Guaranty shall be deemed to be
references to the Credit Agreement or the U.S. Subsidiaries Guaranty, as the
case may be, as modified hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
▇▇▇▇▇▇ HOLDINGS, INC. (f/k/a Big Flower
Holdings, Inc.), as a Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇, INC. (f/k/a Big Flower Press Holdings,
Inc.), as a Borrower and a Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BIG FLOWER LIMITED,
as a Borrower
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
OLWEN DIRECT MAIL LIMITED,
as a Borrower
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
BIG FLOWER DIGITAL SERVICES LIMITED,
as a Borrower
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
FUSION PREMEDIA GROUP
LIMITED,
as a Borrower
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
PISMO LIMITED,
as a Borrower
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
COLORGRAPHIC DIRECT RESPONSE
LIMITED, as a Borrower
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
THE ADMAGIC GROUP LIMITED,
as a Borrower
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
PRINTCO., INC., as a U.S. Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
WEBCRAFT, LLC (f/k/a Webcraft, Inc.), as a U.S.
Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
WEBCRAFT CHEMICALS, LLC (f/k/a Webcraft
Chemicals, Inc.) (d/b/a ▇▇▇▇▇ Adhesives &
Coatings Co.), as a U.S. Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
KSS TRANSPORTATION LLC (f/k/a KSS
Transportation Corporation), as a U.S.
Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BIG FLOWER DIGITAL SERVICES, INC., as a
U.S. Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE ENTERON GROUP, INC., as a U.S.
Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
MASTER EAGLE GRAPHICS SERVICES, INC.,
as a U.S. Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
REVERE PHOTO PLATEMAKERS COMPANY,
as a U.S. Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
COMPUTER COLOR GRAPHICS, INC., as a U.S.
Subsidiary Guarantor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BIG FLOWER DIGITAL SERVICES
(DELAWARE), INC., as a U.S. Subsidiary
Guarantor
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
BIG FLOWER DIGITAL LLC , as a U.S.
Subsidiary Guarantor
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
XL VENTURES, INC. (f/k/a XL Capital
Corporation and Big Flower Capital
Corporation), as a U.S. Subsidiary Guarantor
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
XL VENTURES (DELAWARE), INC. (f/d/a XL
Capital (Delaware), Inc.), as a U.S.
Subsidiary Guarantor
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
XL VENTURES LLC (f/k/a Yorkville Ventures
LLC and XL Capital LLC), as a U.S. Subsidiary
Guarantor
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive VP/Office of the Chairman
THE CHASE MANHATTAN BANK, Individually,
and as Administrative Agent
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
BANKERS TRUST COMPANY,
Individually, and as Syndication Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
BANK OF AMERICA, N.A.
Individually, and as Documentation Agent
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ADDISON CDO, LIMITED
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
as Subadviser
By
-------------------------------------------
Name:
Title:
ARCHIMEDES FUNDING II, LTD.
By
-------------------------------------------
Name:
Title:
ATHENA CDO, LIMITED
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
AVALON CAPITAL LTD.
BY: INVESCO Senior Secured Management, Inc.,
as Portfolio Advisor
By
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Name:
Title:
AVALON CAPITAL LTD. II
By: INVESCO Senior Secured Management, Inc.,
as Portfolio Advisor
By
-------------------------------------------
Name:
Title:
FLEET NATIONAL BANK
By /s/ ▇▇▇▇▇ ▇. Jalelein
-------------------------------------------
Name: ▇▇▇▇▇ ▇. Jalelein
Title: Managing Director
BEFORD CDO, LIMITED
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
BLUE SQUARE FUNDING LTD., SERIES 3
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BOEING CAPITAL CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Documentation Officer
CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment Management
Company
By /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
CAPTIVA IV FINANCE LTD.
as advised by Pacific Investment Management
Company
By /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
CATALINA CDO LTD.
By: Pacific Investment Management Company,
as its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: FVP
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AVP
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By
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Name:
Title:
CYPRESTREE INVESTMENT FUND, LLC
By
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Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
By
-------------------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
ELF FUNDING TRUST I
By: Highland Capital Management, L.P.,
as Collateral Manager
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Portfolio Manager
EMERALD ORCHARD LIMITED
By
-------------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK N.C.
By
-------------------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management, Inc. as Attorney in Fact
By
-------------------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By
-------------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORP.
By
-------------------------------------------
Name:
Title:
GLENEAGLES TRADING LLC
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.,
as Collateral Manager
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Portfolio Manager
JISSEKIKUN FUNDING, LTD.
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
KZH CYPRESSTREE-1 LLC
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
KZH LANGDALE LLC
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
LONGHORN CDO (Cayman) LTD.
By
-------------------------------------------
Name:
Title:
MAPLEWOODS (CAYMAN) LIMITED
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, AS
INVESTMENT MANAGER
By
-------------------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By
-------------------------------------------
Name:
Title:
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP Management, Inc.
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND, INC.
By
-------------------------------------------
Name:
Title:
MASTER SENIOR FLOATING RATE TRUST, INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P.,
as Investment Advisor
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P., as
Investment Advisor
By
-------------------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By
-------------------------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA (CAYMAN)
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME INCOME TRUST
By
-------------------------------------------
Name:
Title:
NATEXIS BANQUE POPULAIRES
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
NEMEAN CLO, LTD.
By
-------------------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By
-------------------------------------------
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: OAK HILL SECURITIES GENPAR, L.P., ITS
GENERAL PARTNER
By: OAK HILL MGP, INC.,
ITS GENERAL PARTNER
By
-------------------------------------------
Name:
Title:
OAK HILL SECURITIES FUND II, L.P.
By: OAK HILL SECURITIES GENPAR II, L.P.,
ITS GENERAL PARTNER
By: OAK HILL MGP II, INC.,
ITS GENERAL PARTNER
By
-------------------------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management, Inc.
as Subadviser
By
-------------------------------------------
Name:
Title:
ORIX USA CORPORATION
By
-------------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By
-------------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P. as
Collateral Manager
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Portfolio Manager
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------------
Name:
Title:
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------------
Name:
Title:
PROMETHEUS INVESTMENT FUNDING I LTD
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ DIVERSIFIED INCOME TRUST
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ HIGH YIELD ADVANTAGE FUND
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ HIGH YIELD MANAGED TRUST
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ HIGH YIELD TRUST
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ HIGH YIELD TRUST II
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ MASTER INCOME TRUST
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ MASTERINTERMEDIATE INCOME TRUST
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ PREMIER INCOME TRUST
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ STRATEGIC INCOME FUND
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ VT DIVERSIFIED INCOME FUND
By
-------------------------------------------
Name:
Title:
▇▇▇▇▇▇ VARIABLE TRUST HIGH YIELD FUND
By
-------------------------------------------
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SEQUILS - PILGRIM I, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------------
Name:
Title:
SIMSBURY CLO, LIMITED
By: MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, AS COLLATERAL MANAGER
By
-------------------------------------------
Name:
Title:
SRV HIGHLANDS, INC.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
TEXTRON FINANCIAL CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
TRAVELERS SERIES FUND-▇▇▇▇▇▇ DIV.
By
-------------------------------------------
Name:
Title:
TRITON CDO IV LIMITED
By
-------------------------------------------
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇ SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal