Exhibit 10.10
DIMAC CORPORATION
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT (this "AMENDMENT") dated as of March 26, 1999 to
the AMENDED AND RESTATED CREDIT AGREEMENT (the "CREDIT AGREEMENT") dated as of
October 22, 1998 is entered into by and among DIMAC CORPORATION, a Delaware
corporation (the "COMPANY"), DIMAC HOLDINGS, INC., a Delaware corporation
("HOLDINGS"), THE CREDIT SUPPORT PARTIES listed on the signature pages hereto
(each individually referred to herein as a "CREDIT SUPPORT PARTY" and
collectively as "CREDIT SUPPORT PARTIES"), and THE FINANCIAL INSTITUTIONS party
hereto (each individually referred to herein as a "LENDER" and collectively as
"LENDERS"). Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement and in the amendments
contained in Section 1 hereof.
RECITALS
WHEREAS, the Company has requested that Requisite Lenders agree to
modify certain provisions of the Credit Agreement with respect to the financial
covenants contained therein and certain other provisions of the Credit Agreement
in connection therewith.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT
1.1 DEFINITIONS.
A. Subsection 1.1 of the Credit Agreement is hereby amended by amending
the definitions of "Applicable Base Rate Margin," "Applicable Eurodollar Rate
Margin," "Consolidated Adjusted EBITDA," and "Indebtedness," as set forth below:
The definition of "APPLICABLE BASE RATE MARGIN" is hereby
amended by adding the following sentence at the conclusion thereof:
"Notwithstanding the foregoing, on and after the First Amendment to A&R Credit
Agreement Effective Date to and including December 31, 2000, so long as the
Leverage Ratio is greater than or equal to 5.50:1.00, the Applicable Base Rate
Margin shall be increased by .25% per annum in excess of the rate otherwise
applicable pursuant to this definition."
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The definition of "APPLICABLE EURODOLLAR RATE MARGIN" is
hereby amended by adding the following sentence at the conclusion thereof:
"Notwithstanding the foregoing, on and after the First Amendment to A&R Credit
Agreement Effective Date to and including December 31, 2000,so long as the
Leverage Ratio is greater than or equal to 5.50:1.00, the Applicable Eurodollar
Rate Margin shall be increased by .25% per annum in excess of the rate otherwise
applicable pursuant to this definition."
The definition of "CONSOLIDATED ADJUSTED EBITDA" is hereby
amended by adding the following language in paragraph (viii) following the term
"SCHEDULE 1.1(i)":
"and SCHEDULE 1.1(ii)"
The definition of "INDEBTEDNESS" is hereby amended by adding
the following sentence at the conclusion thereof:
"Notwithstanding the foregoing, on and after the First Amendment to A&R Credit
Agreement Effective Date to and including December 31, 2000, obligations under
the Permitted Earn Out Agreements listed on SCHEDULE 1.1(ii) annexed hereto,
shall not constitute Indebtedness."
B. Subsection 1.1 of the Credit Agreement is hereby further amended by
adding the following definitions in appropriate alphabetical order:
"FIRST AMENDMENT TO A&R CREDIT AGREEMENT" means that certain
First Amendment to Amended and Restated Credit Agreement dated as of March 26,
1999 by and among Company, Holdings, the Credit Support Parties named therein,
and the Lenders party thereto.
"FIRST AMENDMENT TO A&R CREDIT AGREEMENT EFFECTIVE DATE" means
the date of effectiveness of Section 1 to the First Amendment to A&R Credit
Agreement.
"CASH CONTRIBUTION" means the $15,000,000 cash contribution
made to the Company by Holdings on or before the time of effectiveness of the
First Amendment to A&R Credit Agreement Effective Date.
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
A. Subsection 2.1A(iii) of the Credit Agreement is hereby amended
by including the following language following the second paragraph of
Section 2.1A(iii):
"Notwithstanding the foregoing, on and after the First Amendment to A&R
Credit Agreement Effective Date, Lenders shall have no obligation to make new
Revolving Loans (and Swing Line Lender shall have no obligation to make Swing
Line Loans) until such time as the
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Company is in compliance with the provisions of subsections 7.6A through 7.6E
(whether or not such subsections are otherwise required to be complied with
under the terms of subsection 7.6F).
B. Subsection 2.4B(iii)(c) is hereby amended by adding the following
sentence at the conclusion thereof:
"Notwithstanding the foregoing, such Equity Proceeds shall not be
applied to prepay Loans pursuant to this subsection if such Equity Proceeds are
received in connection with the Cash Contribution."
C. SECTION 2.4B(iii)(F) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(f) PREPAYMENTS AND REDUCTIONS FROM CONSOLIDATED
EXCESS CASH FLOW. In the event that there shall be
Consolidated Excess Cash Flow for any Fiscal Year (commencing
with the Fiscal Year ending December 31, 2000), Company shall,
no later than 100 days after the end of such Fiscal Year,
prepay the Loans (and/or the Revolving Loan Commitments shall
be reduced) in an aggregate amount equal to 50% of such
Consolidated Excess Cash Flow if the Leverage Ratio for such
Fiscal Year exceeds 4.0:1.0; PROVIDED that no prepayments
shall be required pursuant to this Subsection 2.4B(iii)(f)
(and the Revolving Loan Commitments shall not be reduced) if
the Leverage Ratio for such Fiscal year is less than or equal
to 4.0:1.0."
1.3 AMENDMENTS TO SECTION 5: REPRESENTATIONS AND WARRANTIES
A. Subsection 5.4 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"Since the First Amendment to A&R Credit Agreement Effective
Date, no event or change has occurred that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect. Since the Closing Date,
neither Company nor any of its Subsidiaries has directly or indirectly declared,
ordered, paid or made, or set apart any sum of property for, any Restricted
Junior Payment or agreed to do so except as permitted by subsection 7.5."
1.4 AMENDMENTS TO SECTION 7: NEGATIVE COVENANTS
A. Subsection 7.3(viii) of the Credit Agreement is hereby amended to
read in its entirety as follows:
(viii) Company and its Subsidiaries may make and own other
Investments in an aggregate amount not to exceed at any time $5,000,000;
PROVIDED that the aggregate amount of such Investments in any Fiscal Year shall
not exceed $2,500,000; PROVIDED FURTHER that during the period from the First
Amendment to A&R Credit Agreement Effective Date to December 31, 2000, Company
and its Subsidiaries shall not make any such Investments.
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B. Subsection 7.6 of the Credit Agreement is hereby amended to add the
following subsection 7.6F:
"F. FIRST AMENDMENT FINANCIAL COVENANTS. Notwithstanding any provisions
of this Agreement to the contrary (other than as provided under subsection
2.1A(iii) with respect to the obligation of Lenders to make Revolving Loans and
Swing Line Lenders to make Swing Line Loans), during the period from the First
Amendment to A&R Credit Agreement Effective Date to December 31, 2000, Company
and its Subsidiaries shall not be required to comply with the financial
covenants set forth in subsection 7.6A through and including subsection 7.6E
(other than as provided under subsection 2.1A(iii) with respect to the
obligation of Lenders to make Revolving Loans and Swing Line Lenders to make
Swing Line Loans), but rather, the Company and its Subsidiaries shall be
required to comply with the following financial covenants:
(i) INTEREST COVERAGE RATIO. Company shall not permit the
Interest Coverage Ratio as of any Fiscal Quarter ending on a date set
forth below to be less than the correlative ratio indicated:
MINIMUM INTEREST
DATE COVERAGE RATIO
------------------ ----------------------
March 31, 1999 1.29:1.00
June 30, 1999 1.21:1.00
September 30, 1999 1.14:1.00
December 31, 1999 1.17:1.00
March 31, 2000 1.27:1.00
June 30, 2000 1.36:1.00
September 30, 2000 1.45:1.00
December 31, 2000 1.52:1.00
------------------ -----------------------
(ii) MINIMUM EBITDA. Company shall not permit Consolidated
Adjusted EBITDA for any four Fiscal Quarter period ending on a date set
forth below to be less than the correlative amount indicated:
MINIMUM CONSOLIDATED
DATE ADJUSTED EBITDA
------------------ ----------------------
March 31, 1999 $41,364,000
June 30, 1999 $38,871,000
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MINIMUM CONSOLIDATED
DATE ADJUSTED EBITDA
------------------ ----------------------
September 30, 1999 $35,495,000
December 31, 1999 $36,666,000
March 31, 2000 $40,143,000
June 30, 2000 $42,981,000
September 30, 2000 $45,795,000
December 31, 2000 $47,969,000
------------------ ----------------------
(iii) MAXIMUM QUARTERLY CAPITAL EXPENDITURES. Company shall
not and shall not permit any of its Subsidiaries to incur Consolidated
Capital Expenditures during any Fiscal Quarter ending on a date set
forth below in excess of the correlative amount indicated below (each
such amount to be increased by any amount of Consolidated Capital
Expenditures permitted to be incurred during the prior Fiscal Quarter
but not actually incurred):
MAXIMUM CAPITAL
DATE EXPENDITURES
------------------ ----------------------
March 31, 1999 $6,200,000
June 30, 1999 $5,000,000
September 30, 1999 $2,500,000
December 31, 1999 $1,300,000
March 31, 2000 $3,100,000
June 30, 2000 $3,600,000
September 30, 2000 $3,600,000
December 31, 2000 $3,200,000
------------------ ----------------------
C. Subsection 7.7(vii) of the Credit Agreement is hereby amended by
adding the following sentence at the conclusion thereof:
"Notwithstanding the foregoing, during the period from the First
Amendment to A&R Credit Agreement Effective Date to and including December 31,
2000, the Company and its Subsidiaries shall not engage in any transaction
otherwise permitted under this subsection 7.7(vii)."
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D. Subsection 7.10 to the Credit Agreement is hereby amended by adding
the following sentence at the conclusion thereof:
"Notwithstanding any provision of this Agreement to the contrary, during the
period from the First Amendment to A&R Credit Agreement Effective Date to
December 31, 2000, Company shall not, and shall not permit any of its
Subsidiaries to, pay (but may accrue such amounts until permitted to be paid
under the Management Services Agreement) any management fees (pursuant to the
Management Services Agreement or otherwise) to any MDC Entities or their
Affiliates. Following December 31, 2000, Company is permitted to pay management
fees (pursuant to the Management Services Agreement or otherwise) to MDC
Entities or their Affiliates, if Company is in pro forma compliance with the
original terms of the Credit Agreement."
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "FIRST AMENDMENT
TO A&R CREDIT AGREEMENT EFFECTIVE DATE"):
A. EXECUTION. Loan Parties and Requisite Lenders shall have executed
this Amendment.
B. CASH CONTRIBUTION. Company shall have received the Cash
Contribution in the amount of $15,000,000 in cash on or before the First
Amendment to A&R Credit Agreement Effective Date such Cash Contribution to
be made in form and substance satisfactory to the Administrative Agent.
C. AMENDMENTS TO OTHER AGREEMENTS. Administrative Agent shall have
received executed amendments to the Management Services Agreement amending the
provisions thereof to conform to the requirements of subsection 7.10 of the
Credit Agreement.
D. OPINIONS OF LOAN PARTIES' COUNSEL. Administrative Agent (for
Lenders) shall have received an executed copy of one or more favorable written
opinions of White & Case LLP, counsel to Loan Parties, dated as of the First
Amendment to A&R Credit Agreement Effective Date, as to the enforceability of
this Amendment and such other matters as Administrative Agent and its counsel
shall reasonably request, in form and substance satisfactory to Administrative
Agent and Company hereby requests such counsel to such Loan Parties to deliver
such opinion.
E. FEES. The Administrative Agent shall have received reimbursement or
other payment of all out-of-pocket expenses required to be reimbursed or paid by
the Company hereunder or under any other Loan Document.
F. NECESSARY CONSENTS. Each Loan Party shall have obtained all
material consents necessary or advisable in connection with the execution of
this Amendment.
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G. OTHER REQUIREMENTS. Administrative Agent and Lenders shall have
received such other documents and information regarding the Loan Parties as
reasonably requested by the Administrative Agent.
SECTION 3. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each of the Company and
Holdings represents and warrants to each Lender that the following statements
are true, correct and complete in all material respects:
A. CORPORATE POWER AND AUTHORITY. Each Loan Party has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT") and the other
Loan Documents.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement and the other Loan
Documents have been duly authorized by all necessary corporate action on the
part of each Loan Party.
C. NO CONFLICT. The execution and delivery by each Loan Party of this
Amendment and the performance by each Loan Party of the Amended Agreement and
the other Loan Documents do not and will not (i) violate (A) any provision of
any law, statute, rule or regulation, or of the certificate or articles of
incorporation or partnership agreement, other constitutive documents or by-laws
of Holdings, the Company or any Subsidiary, (B) any applicable order of any
court or any rule, regulation or order of any governmental authority or (C) any
provision of any indenture, certificate of designation for preferred stock,
agreement or other instrument to which Holdings, the Company or any Subsidiary
is a party or by which any of them or any of their property is or may be bound,
(ii) be in conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under any such indenture, certificate
of designation for preferred stock, agreement or other instrument, where any
such conflict, violation, breach or default referred to in clause (i) or (ii) of
this Section 3.C., individually or in the aggregate could reasonably be expected
to have a Material Adverse Effect, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of each Loan Party
(other than any Liens created under any of the Loan Documents in favor of
Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or partners or any approval or consent of any Person under any
contractual obligation of each Loan Party, except for such approvals or consents
which will be obtained on or before the First Amendment to A&R Credit Agreement
Effective Date.
D. GOVERNMENTAL CONSENTS. No action, consent or approval of,
registration or filing with or any other action by any governmental authority is
or will be required in connection with the execution and delivery by each Loan
Party of this Amendment and the performance by Company and Holdings of the
Amended Agreement and the other Loan Documents, except for such actions,
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consents and approvals the failure to obtain or make which could not reasonably
be expected to result in a Material Adverse Effect or which have been obtained
and are in full force and effect.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement have
been duly executed and delivered by each Loan Party party thereto and each
constitutes a legal, valid and binding obligation of the Loan Parties to the
extent a party thereto enforceable against of the Loan Party in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting creditors' rights
generally and except as enforceability may be limited by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Amended Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment to A&R Credit Agreement Effective Date
to the same extent as though made on and as of that date, except to the extent
such representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on and
as of such earlier date.
G. ABSENCE OF DEFAULT. After giving effect to this Amendment, no event
has occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would constitute an Event of
Default or a Default.
SECTION 4. ACKNOWLEDGMENT AND CONSENT
Each of the Credit Support Parties hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Amendment. Each Credit Support Party hereby confirms that each Loan Document to
which it is a party or otherwise bound and all Collateral encumbered thereby
will continue to guarantee or secure, as the case may be, to the fullest extent
possible in accordance with the Loan Documents the payment and performance of
all "Obligations" under each of the Loan Documents to which is a party (in each
case as such terms are defined in the applicable Loan Document).
Each of the Credit Support Parties acknowledges and agrees that each of
the Loan Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Amended
Agreement and the Loan Documents to which it is a party or otherwise bound are
true, correct and complete in all material respects on and as of the First
Amendment to A&R Credit Agreement Effective Date to the same extent as though
made on and as of that date, except to the extent such representations and
warranties
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specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
Each of the Credit Support Parties acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment, it
is not required by the terms of the Credit Agreement or any other Loan Document
to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other
Loan Document shall be deemed to require the consent of Credit Support Parties
to any future amendments to the Credit Agreement.
SECTION 5. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the First Amendment to A&R Credit Agreement
Effective Date, each reference in the Credit Agreement to "this
Agreement," "hereunder,","hereof," "herein," "hereto" or words of like
import referring to the Credit Agreement, and each reference in the
other Loan Documents to the "Credit Agreement," "thereunder," "thereof"
or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as amended by this
Amendment.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Loan Documents.
B. HEADINGS. Section and Subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
C. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGA TIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
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D. 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;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWER:
DIMAC CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP/Controller
HOLDINGS: DIMAC HOLDING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP/Controller
CREDIT SUPPORT
PARTIES (FOR THE PURPOSES
OF SECTION 4 ONLY): AMERICOMM HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP/Controller
AMERICOMM DIRECT MARKETING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP/Controller
DIMAC MARKETING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
S-1
PALM COAST DATA INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
MBS/MULTIMODE INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
DIMAC DIRECT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
DMW WORLDWIDE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
LENDERS CREDIT SUISSE FIRST BOSTON
AND AGENTS:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
S-2
WARBURG DILLON READ LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
UBS AG, STAMFORD BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Director
FLEET BANK, N.A.
By:
-----------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
-----------------------------------
Name:
Title:
S-3
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. Buckanavago
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Buckanavago
Title: Vice President
MARINE MIDLAND BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
FRANKLIN FLOATING RATE TRUST
By:
-----------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
S-4
MERCANTILE BANK N.A.
By:
-----------------------------------
Name:
Title:
▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE
COMPANY
BY: PPM AMERICA, INC., AS ATTORNEY IN
FACT, ON BEHALF OF ▇▇▇▇▇▇▇ ▇▇-
TIONAL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ DiRe
-----------------------------------
Name: ▇▇▇▇▇▇▇ DiRe
Title: Sr. Managing Director
▇▇▇ ▇▇▇▇▇▇ PRIME
RATE INCOME TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
and Director
▇▇▇ ▇▇▇▇▇▇ SENIOR
FLOATING RATE FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
and Director
S-5
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ B. ▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: B. ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED, AS
AGENT FOR KEYPORT LIFE INSURANCE COM
PANY
By:
-----------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY
By:
-----------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as
Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
S-6
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as
Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
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Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
S-7