FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as of
January 20, 2004, is by and among MediaNews Group, Inc. (the "BORROWER"), the
guarantors identified on the signature pages hereto (the "GUARANTORS"), the
Guarantors parties hereto, the Lenders parties hereto, and Bank of America,
N.A., as administrative agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT"). Capitalized terms used herein which are not defined
herein and which are defined in the Credit Agreement shall have the same
meanings as therein defined.
WITNESSETH
WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative
Agent, the Syndication Agent and the Documentation Agent entered into that
certain Credit Agreement dated as of December 30, 2003 (the "Existing Credit
Agreement");
WHEREAS, the Borrower has requested that certain provisions of the
Existing Credit Agreement be amended; and
WHEREAS, the parties have agreed to amend the Existing Credit Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
l. AMENDMENTS TO CREDIT AGREEMENT.
(A) The definition of "Consolidated Debt" set forth in Section 1.01 of the
Existing Credit Agreement is amended in its entirety to read as follows:
"CONSOLIDATED DEBT" means, at any time with respect to the Borrower
and its Restricted Subsidiaries on a consolidated basis, Indebtedness as
of such time MINUS cash and Cash Equivalents held at such time in excess
of $2,000,000 (but, at any time after July 31, 2004, not more than
$25,000,000 in the aggregate); PROVIDED, HOWEVER, that the Indebtedness in
respect of the Airplane Debt, the Denver Synthetic Lease and the
California. Guaranty shall be excluded from Consolidated Debt so long as
no event of default is continuing with respect to such Indebtedness (or,
in the case of the California Guaranty, with respect to the Indebtedness
Guaranteed thereby).
(B) The definition of "Restricted Payment" set forth in Section 1.01 of
the Existing Credit Agreement is amended in its entirety to read as follows:
"RESTRICTED PAYMENT" means (a) any payment by the Borrower or any
Restricted Subsidiary with respect to or on account of any of such
Person's Capital Stock, including any dividend or other distribution on,
or any payment of interest on or principal of, any such Capital Stock, (b)
any payment by the Borrower or any Restricted Subsidiary on account of the
principal of or interest or premium, if any, on any Subordinated Debt
(other than any regularly scheduled payment of interest thereon and any
repayment of principal thereof upon the stated maturity thereof (subject
to the subordination provisions applicable thereto)) or (c) any payment by
the Borrower or any Restricted Subsidiary on account of any purchase,
redemption retirement, exchange, defeasance or conversion of, or on
account of any claim relating to or arising out of the offer, sale or
purchase of, any of such Person's Capital Stock or any Subordinated Debt;
PROVIDED, HOWEVER, that the term "Restricted Payment" shall not include
(i) the Refinancing of any Subordinated Debt with the proceeds of
additional Subordinated Debt to the extent that (A) such Refinancing
Subordinated Debt is subordinated on terms and conditions no less
favorable in any material respect to the Lenders than the terms contained
in the Subordinated Debt being Refinanced, (B) such Refinancing
Subordinated Debt is binding only on the obligor or obligors under the
Subordinated Debt so Refinanced, (C) the principal amount of the
Refinancing Subordinated Debt does not exceed the principal amount of the
Subordinated Debt so Refinanced plus any premium, "make-whole" amounts and
penalties actually paid on the Subordinated Debt being Refinanced and all
reasonable fees and expenses payable in connection with such Refinancing,
(D) such Refinancing Subordinated Debt bears interest at a rate per annum
not exceeding the rate borne by the Subordinated Debt so Refinanced except
for any increase that is commercially reasonable at the time of such
increase and (E) such Refinancing Subordinated Debt either (1) does not
mature earlier, or amortize (whether by scheduled or mandatory prepayment
or commitment reduction, or otherwise) more rapidly, than the Subordinated
Debt so Refinanced or (2) does not mature, or require any amortization
payments to be made, prior to the date that occurs 91 days after the
Maturity Date and (ii) the repayment of the 1999 Subordinated Notes on or
before August 1, 2004 in an amount up to the amount of the net cash
proceeds received by the Borrower from the issuance of additional
Subordinated Debt pursuant to SECTION 8.01(i). For the purposes of this
definition, a "payment" shall include the transfer of any asset or the
incurrence of any Indebtedness or other liability (the amount of any such
payment to be the fair market value of such asset or the amount of such
obligation, respectively) but shall not include the issuance of any
Capital Stock of the Borrower or any Restricted Subsidiary other than
Mandatorily Redeemable Stock that would constitute Indebtedness in
accordance with the definition thereof.
(C) The definition of "Subordinated Debt" set forth in Section 1.01 of the
Existing Credit Agreement is amended in its entirety to read as follows:
"SUBORDINATED DEBT" means (i) the 1999 Subordinated Notes, (ii) the
2003 Subordinated Notes, (iii) any Subordinated Debt incurred pursuant to
SECTION 8.01(i), (iv) any Subordinated Debt incurred to Refinance
Subordinated Debt so long as (a) such Refinancing Subordinated Debt is
subordinated on terms and conditions no less favorable in any material
respect to the Lenders than the terms contained in the Subordinated Debt
being Refinanced, (b) such Refinancing Subordinated Debt is binding only
on the obligor or obligors under the Subordinated Debt so Refinanced, (c)
the principal amount of the Refinancing Subordinated Debt does not exceed
the principal amount of the Subordinated Debt so Refinanced plus any
premium, "make-whole" amounts and penalties actually paid on the
Subordinated Debt being Refinanced and all reasonable fees and expenses
payable in connection with such Refinancing, (d) such Refinancing
Subordinated Debt bears interest at a rate per annum not exceeding the
rate borne by the Subordinated Debt so Refinanced except for any increase
that is commercially reasonable at the time of such increase and (e) such
Refinancing Subordinated Debt either (1) does not mature earlier, or
amortize (whether by scheduled or mandatory prepayment or commitment
reduction, or otherwise) more rapidly, than the Subordinated Debt so
Refinanced or (2) does not mature, or require any amortization payments to
be made, prior to the date that occurs 91 days after the Maturity Date,
and (v) any other Indebtedness that is subordinated on terms and
conditions, and that is subject to other terms and conditions,
satisfactory in form and substance to the Required Lenders.
(D) Section 8.01 of the Existing Credit Agreement is amended in its
entirety to read as follows):
8.01 INDEBTEDNESS.
Subject to SECTION 8.22, create, incur, assume or suffer to exist
any Indebtedness other than;
(a) Indebtedness under the Loan Documents;
(b) Existing Debt;
(c) Intercompany Debt (so long as the applicable obligor's
Indebtedness to the applicable obligee is a Permitted Investment of such
obligee in such obligor);
(d) Indebtedness in an outstanding aggregate principal amount not to
exceed $14,400,000 to finance the acquisition by the Borrower or any of
its Affiliates of a corporate jet airplane for use by the Borrower and its
Subsidiaries (the "AIRPLANE DEBT");
(e) Indebtedness in an outstanding aggregate principal amount not in
excess of $7,500,000 in respect of any Guarantee provided by the Borrower
or any Restricted Subsidiary of Indebtedness of Ponderay Newspaper Company
(the "CALIFORNIA GUARANTY");.
(f) (i) Attributable Indebtedness in respect of the Denver Synthetic
Lease, PROVIDED that such Indebtedness shall be non-recourse to the
Borrower and its Restricted Subsidiaries and (ii) other Purchase Money
Indebtedness in an outstanding aggregate principal amount not in excess of
$50,000,000;
(g) other Indebtedness in an outstanding aggregate principal amount
not in excess of $50,000,000 at any time;
(h) other unsecured Indebtedness of the Borrower so long as (A)
subject to SECTION 8.11, the material terms of such Indebtedness (1) are
no more restrictive or onerous in any material respect on the Borrower and
its Restricted Subsidiaries, or confer greater rights on the holders
thereof in any material respect, than the terms of the Loan Documents and
the rights of the Administrative Agent and the Lenders thereunder and (2)
do not (absent the right to accelerate the maturity thereof upon the
occurrence of an event of default in connection therewith and the right to
require a repayment or prepayment in connection with a change of control
or a sale of assets) require the repayment or prepayment of any portion of
such Indebtedness prior to the date that is 91 days after the Maturity
Date and (B) prior to incurring any such Indebtedness exceeding
$10,000,000, the Borrower shall have provided to the Administrative Agent
(1) a certificate of a Responsible Officer of the Borrower stating that
(x) the representations and warranties in ARTICLE VI are true and correct
in all material respects (except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they
were true and correct in all material respects as of such earlier date)
both immediately before and after giving effect to the occurrence of such
Indebtedness and (y) no Default shall have occurred and be continuing both
immediately before and after giving effect to the occurrence of such
Indebtedness, and (2) a Pro Forma Compliance Certificate demonstrating
that the Borrower would be in compliance with SECTION 8.19 after giving
effect to the incurrence of such Indebtedness on a Pro Forma Basis as of
the most recent fiscal quarter end with respect to which the
Administrative Agent has received the Required Financial Information; and
(i) Subordinated Debt of the Borrower in an outstanding aggregate
principal amount not in excess of $150,000,000 provided that (A) such
Subordinated Debt is binding only on the Borrower, (B) the principal
amount of such Subordinated Debt does not exceed the principal amount of
the 1999 Subordinated Notes as of the date of issuance of such
Subordinated Debt, (C) such Subordinated Debt bears interest at a rate per
annum not exceeding the rate borne by the 1999 Subordinated Notes, (D)
such Subordinated Debt does not mature earlier, or amortize (whether by
scheduled or mandatory prepayment or commitment reduction, or otherwise)
more rapidly, than the 1999 Subordinated Notes and (E) the 1999
Subordinated Notes are repaid in an amount equal to the net cash proceeds
of such Subordinated Debt on or before August 1, 2004.
(E) Section 8.20 of the Existing Credit Agreement is amended in its
entirety to read as follows:
8.20 DESIGNATED SENIOR DEBT.
Cause or permit any Indebtedness other than the Obligations to
constitute "Designated Senior Debt" (or comparable term) within the
meaning and pursuant to the terms of any Contract evidencing or governing
any Subordinated Debt. The Borrower hereby agrees and acknowledges that
the Obligations shall constitute "Designated Senior Debt" (or any
comparable terra) for purposes of all Subordinated Debt of the Borrower or
any of its Restricted Subsidiaries in respect of which such term (or
comparable tern,) has relevance.
2. CONDITIONS PRECEDENT. This Amendment shall become effective upon
receipt by the Administrative Agent of counterparts of this Amendment, which
collectively shall have been duly executed on behalf of each of the Borrower,
the Guarantors and the Required Lenders.
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that, after giving effect
to this Amendment, (a) the representations and warranties set forth in Article
VI of the Credit Agreement are, subject to the limitations set forth therein,
true and correct in all material respects as of the date hereof (except for
those which expressly relate to as earlier date) and (b) no Default or Event of
Default exists under the Credit Agreement or any of the other Loan Documents.
4. REAFFIRMATION OF OBLIGATIONS. Each Loan Party hereby ratifies the
Credit Agreement and acknowledges and reaffirms (a) that it is bound by all
terms of the Credit Agreement applicable to it and (b) that it is responsible
for the observance and full performance of its respective Obligations.
5. INSTRUMENT PURSUANT TO CREDIT AGREEMENT. This Amendment is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of hereof, all references in the Loan
Documents to the "Credit Agreement" shall be deemed to refer to the Credit
Agreement as amended by this Amendment.
6. COUNTERPARTS/TELECOPY. This Amendment may be executed by the parties
hereto in several counterparts, each Of which; shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. This
Amendment may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually signed originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually signed original thereof; PROVIDED, HOWEVER, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
8. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders
have caused this Amendment to be duly executed on the date first above written.
BORROWER: MEDIANEWS GROUP, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
GUARANTORS: ALASKA BROADCASTING COMPANY, INC.,
An Alaskan corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
CHARLESTON PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
CONNECTICUT NEWSPAPERS PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
THE DENVER POST CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
EASTERN COLORADO PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
EASTERN COLORADO PRODUCTION FACILITIES, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
FITCHBURG INTERNET MEDIA PUBLISHING COMPANY, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
FITCHBURG PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
▇▇▇▇▇▇ NEWSPAPERS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
HANOVER PUBLISHING CO.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
▇▇▇▇▇▇-TRIBUNE, LLC,
a Delaware limited liability company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
LONG BEACH PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
LOS ANGELES DAILY NEWS PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
▇▇▇▇▇▇ INTERNET MEDIA PUBLISHING COMPANY, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
▇▇▇▇▇▇ PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
MEDIANEWS GROUP INTERACTIVE, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
NEW ENGLAND INTERNET MEDIA PUBLISHING, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
NEW ENGLAND NEWSPAPERS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
NEW MEXICO-TEXAS MEDIANEWS GROUP
INTERACTIVE, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
NEW MEXICO-TEXAS MEDIANEWS LLC,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
NIMITZ PAPER COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
NORTHWEST NEW MEXICO PUBLISHING COMPANY,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
RATE WATCH, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
WEST COAST MEDIANEWS LLC,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
YORK NEWSPAPERS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP & Chief Financial Officer
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Principal
LENDERS: Bank of America, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Principal
LENDERS: _________________________________________
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: Senior Vice President
LENDERS: _________________________________________
▇▇▇▇▇ Fargo Bank, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
LENDERS: General Electric Capital Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
LENDERS: KZH CRESCENT-2 LLC
By: /s/ HI HUA
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Name: Hi Hua
Title: Authorized Agent
LENDERS: KZH CRESCENT-3 LLC
By: /s/ HI HUA
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Name: Hi Hua
Title: Authorized Agent
LENDERS: KZH PONDVIEW LLC
By: /s/ HI HUA
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Name: Hi Hua
Title: Authorized Agent
LENDERS: LASALLE BANK NATIONAL ASSOCIATION
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[Please insert name of Lender]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Loan Officer
LENDERS: Fleet National Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
LENDERS: SUNTRUST BANK
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[Please insert name of Lender]
By: /s/ ▇▇▇ ▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇
Title: Vice President
LENDERS: THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
LENDERS: U.S. Bank National Association
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
LENDERS: UNION BANK OF CALIFORNIA, N.A.
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[Please insert name of Lender]
By:/s/ [ILLEGIBLE]
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Name: [ ]
Title: Senior Vice President
LENDERS: KEYBANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
LENDERS: _______________________________________
Citizens Bank of Massachusetts
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Vice President
LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICA
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[Please insert name of Lender]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
LENDERS: WACHOVIA BANK, N.A.
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[Please insert name of Lender]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
LENDERS: TORONTO DOMINION (NEW YORK), INC.
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[Please insert name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
LENDERS: ▇▇▇▇▇▇▇▇▇/RMF Transtlantic CDO Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
AS ITS COLLATERAL MANAGER
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[Please insert name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Partner
LENDERS: ▇▇▇▇▇▇▇▇ CDO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
AS ITS COLLATERAL MANAGER
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[Please insert name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Partner
LENDERS: ▇▇▇▇▇▇▇▇▇ Quattro CLO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
AS ITS COLLATERAL MANAGER
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[Please insert name of Lender]
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Partner
LENDERS: LANDMARK III CDO LTD.
---------------------------------------------------
[Please insert name of Lender]
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: LANDMARK II CDO LTD.
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[Please insert name of Lender]
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: FOXE BASIN CLO 2003, LTD.
By Royal Bank of Canada as Collateral Manager
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: AIM FLOATING RATE FUND
--------
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
LENDERS: Venture III CDO Limited
By its investment advisor, MJX Asset
Management, LLC
By:/s/ [ILLEGIBLE]
------------------------------------------------
Name:
Title:
LENDERS: _______________________________________
PPM America, Inc., as Attorney-in-fact, on behalf of
▇▇▇▇▇▇▇ National Life Insurance Company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
LENDERS: LOAN FUNDING I LLC,
a wholly owned subsidiary of
Citibank, N.A.
By: TCW Advisors, Inc.,
as portfolio manager of
Loan Funding I LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
LENDERS: SEQUILS I, LTD.
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
LENDERS: TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
LENDERS: C-SQUARED CDO LTD.
By: TCW Advisors, Inc., as its
Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
LENDERS: Fidelity Advisor Series II: Fidelity Advisor
FLOATING RATE HIGH INCOME FUND
---------------------------------------------------
[Please insert name of Lender]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
LENDERS: SIMSBURY CLO, LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: SEABOARD CLO 2000 LTD.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: SUFFIELD CLO LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ FOUNDATION
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as Investment Advisor
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: C.M. LIFE INSURANCE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as Investment
Sub-Advisor
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: MAPLEWOOD (CAYMAN) LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance
Company as Investment Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: APEX (IDM) CDO, LTD.
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 1999-III
ELC (CAYMAN) LTD. 2000-I
▇▇▇▇▇ CLO LTD. 2000-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: BABSON CLO LTD. 2003-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
LENDERS: FRANKLIN CLO III, Ltd.
By:/s/ [ILLEGIBLE]
------------------------------------------------
Name:
Title:
LENDERS: FRANKLIN FLOATING RATE TRUST
By:/s/ [ILLEGIBLE]
------------------------------------------------
Name:
Title:
LENDERS: FRANKLIN FLOATING RATE MASTER SERIES
By:/s/ [ILLEGIBLE]
------------------------------------------------
Name:
Title:
LENDERS: FRANKLIN ▇▇▇▇▇▇▇▇▇ LIMITED
DURATION INCOME TRUST
By:/s/ [ILLEGIBLE]
------------------------------------------------
Name:
Title:
LENDERS: FRANKLIN CLO II, Ltd.
By:/s/ [ILLEGIBLE]
------------------------------------------------
Name:
Title:
LENDERS: COLUMBIA FLOATING RATE
LIMITED LIABILITY COMPANY
(f/k/a ▇▇▇▇▇ ▇▇▇ Rate Limited Liability Company)
By: Columbia Management Advisors, Inc.
As Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President & Portfolio Manager
LENDERS: _______________________________________
Clydesdale CLO 2003, LTD
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Nomura Corporate Research and Asset Management Inc.
As Agent
LENDERS: ________________________________________
Nomura Bond & Loan Fund
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
By: LIFJ Trust Bank Limited
as Trustee
By: Nomura Corporate Research and Asset Management Inc.
Attorney in Fact
LENDERS: ________________________________________
Clydesdale CLO 2001-1, LTD
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Nomura Corporate Research and Asset Management Inc.
As Collateral Agent
LENDERS: ERSTE BANK NEW YORK
---------------------------------------------------
[Please insert name of Lender]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Estate Bank New York Branch
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
First Vice President