EXHIBIT 4.18
------------
EXECUTION COPY
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
October 31, 2003
Between
CONSTELLATION BRANDS, INC.,
The SUBSIDIARY GUARANTORS Party Hereto,
The LENDERS Party Hereto
JPMORGAN CHASE BANK,
as Administrative Agent
and
J.P. MORGAN EUROPE LIMITED,
as London Agent
J.P. MORGAN SECURITIES INC.,
as Sole and Exclusive Advisor, Arranger and Bookrunner
U.S.$1,286,700,000
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31,
2003 between CONSTELLATION BRANDS, INC. (the "Borrower"), the SUBSIDIARY
GUARANTORS party hereto, certain LENDERS party to the Existing Credit Agreement
referred to below, the LENDERS referred to below as "New Tranche B Term Loan
Lenders", JPMORGAN CHASE BANK, as Administrative Agent and J.P. MORGAN EUROPE
LIMITED, as London Agent.
W I T N E S S E T H:
The Borrower, certain subsidiaries of the Borrower, certain lenders,
JPMorgan Chase Bank, as administrative agent, and J.P. Morgan Europe Limited, as
London agent, are party to the Amended and Restated Credit Agreement dated as of
March 19, 2003 (as in effect immediately before giving effect to the amendment
and restatement contemplated hereby, the "Existing Credit Agreement").
Capitalized terms used but not otherwise defined herein have the meanings given
them in the Existing Credit Agreement.
The parties hereto wish to amend and restate the Existing Credit Agreement
(as so amended and restated, the "Credit Agreement") to provide for a
refinancing of the Tranche B Term Loans with the proceeds of new loans (the "New
Tranche B Term Loans") to be made by a group of lenders ("New Tranche B Term
Loan Lenders") under the Credit Agreement having the same terms as the terms of
the Tranche B Term Loans as in effect immediately before the effectiveness of
this Agreement (other than as to Applicable Rate).
Accordingly, the parties hereto hereby agree that the Existing Credit Agreement
shall, with effect as of the Tranche B Refinancing Effective Date (as defined
below), but subject to the execution and delivery of this Second Amended and
Restated Credit Agreement (in the case of the Revolving Lenders and the Tranche
A Term Loan Lenders) or the Lender Addenda (in the case of the New Tranche B
Term Loan Lenders as defined below), as applicable, by the Required Lenders, be
amended and restated to read in its entirety as set forth in the Existing Credit
Agreement, which is hereby incorporated herein by reference, with the amendments
set forth in Section 1 below:
Section 1. AMENDMENTS. Subject to Section 3 hereof, the Existing Credit
Agreement is hereby amended as follows:
A. GENERAL. Direct and indirect references in the Existing Credit Agreement
to the Existing Credit Agreement shall be deemed to be references to the Credit
Agreement (as defined above).
B. DEFINITIONS. Section 1.01 of the Existing Credit Agreement is amended by
adding the following new defined terms in their appropriate alphabetical
locations:
"CONTINUING TRANCHE B TERM LOAN LENDER" means a New Tranche B Term
Loan Lender that was also a Tranche B Term Loan Lender before the Tranche B
Refinancing Effective Date.
- 2 -
"NEW LENDER ADDENDUM" means a New Lender Addendum, substantially in
the form of Exhibit L, to be executed and delivered by any New Tranche B
Term Loan Lender and accepted and agreed by the Borrower and the
Administrative Agent on or before the Tranche B Refinancing Effective Date.
"NEW TRANCHE B TERM LOAN" means a Loan made pursuant to the last
sentence of Section 2.01(d), which may be an ABR Loan and/or a Eurocurrency
Loan.
"NEW TRANCHE B TERM LOAN LENDER" means a Person identified as a New
Tranche B Term Loan Lender in a New Lender Addendum (each of whom shall be
deemed a Tranche B Term Loan Lender upon and after the making of the New
Tranche B Term Loans).
"SECOND AMENDED AND RESTATED CREDIT AGREEMENT" means the Second
Amended and Restated Credit Agreement dated as of October 31, 2003 amending
and restating this Agreement.
"TRANCHE B TERM LOAN REFINANCING COMMITMENT" means, for each New
Tranche B Term Loan Lender, the amount set forth opposite the name of such
New Tranche B Term Loan Lender on its New Lender Addendum under the caption
"Tranche B Term Loan Refinancing Commitment".
"TRANCHE B REFINANCING EFFECTIVE DATE" means (a) if the New Tranche B
Term Loans are initially made as ABR Borrowings (as specified in the
Borrowing Request given by the Borrower pursuant to Section 3(a)(v) of the
Second Amended and Restated Credit Agreement), the first Business Day after
the Administrative Agent shall have received such Borrowing Request or (b)
otherwise, the third Business Day after the Administrative Agent shall have
received such Borrowing Request, in each of the cases referred to in the
preceding clauses (a) and (b) regardless of whether the Administrative
Agent shall have received such Borrowing Request before the satisfaction of
the conditions to effectiveness set forth in Section 3 of the Second
Amended and Restated Credit Agreement.
C. APPLICABLE RATE FOR NEW TRANCHE B TERM LOANS. Clauses (x) and (y) of the
definition of "Applicable Rate" in Section 1.01 of the Credit Agreement shall be
amended to read as follows:
"(x) before the Tranche B Refinancing Effective Date, (i) 1.75% in the case
of any Tranche B Term Loan ABR Borrowing, and 2.75% per annum in the case
of any Tranche B Term Loan Eurocurrency Borrowing, in each case applicable
when the Debt Ratio as of the most recent determination date is greater
than 3.50 to 1, and (ii) 1.50% in the case of any Tranche B Term Loan ABR
Borrowing, and 2.50% per annum in the case of any Tranche B Term Loan
Eurocurrency Borrowing, in each case applicable when the Debt Ratio as of
the most recent determination date is less than or equal to 3.50 to 1, (y)
on and after the Tranche B Refinancing Effective Date, (i) 1.00% in the
case of any ABR Borrowing of New Tranche B Term Loans, and 2.00% per annum
in the case of any Eurocurrency Borrowing of New
- 3 -
Tranche B Term Loans, in each case applicable when the Debt Ratio as of
the most recent determination date is greater than or equal to 3.00 to 1,
and (ii) 0.75% in the case of any ABR Borrowing of New Tranche B Term
Loans, and 1.75% per annum in the case of any Eurocurrency Borrowing of New
Tranche B Term Loans, in each case applicable when the Debt Ratio as of the
most recent determination date is less than 3.00 to 1, and"
D. NEW TRANCHE B TERM LOANS. Section 2.01(d) shall be amended by adding at
the end thereof:
"In addition, on the Tranche B Refinancing Effective Date:
(i) subject to the conditions set forth in paragraph (v) below in this
Section 2.01(d), each New Tranche B Term Loan Lender shall make a loan to
the Borrower in U.S. Dollars in a principal amount equal to its Tranche B
Term Loan Refinancing Commitment;
(ii) (x) the proceeds of the New Tranche B Term Loans and the amount
received by the Administrative Agent pursuant to clause (y)(1) below shall
be directly applied by the Administrative Agent to the prepayment in full
of the principal amount of the Tranche B Term Loans then outstanding and
(y) the Borrower shall pay to the Administrative Agent for the account of
the Tranche B Term Loan Lenders (1) the excess, if any, of the principal
amount of the Tranche B Term Loans then outstanding over the proceeds of
the New Tranche B Term Loans to be applied by the Administrative Agent as
provided in the immediately preceding clause (x) such that the principal
amount of the Tranche B Term Loans then outstanding shall be prepaid in
full plus (2) all accrued and unpaid interest on the Tranche B Term Loans,
all amounts (if any) required by Section 2.15 to be paid to the Tranche B
Term Loan Lenders as a result of such prepayment and all other amounts
owing by it to the Tranche B Term Loan Lenders under the Loan Documents;
(iii) each Continuing Tranche B Term Loan Lender shall, with respect
to an amount equal to the aggregate principal amount of its Tranche B Term
Loans then outstanding, make its New Tranche B Term Loans under paragraph
(i) above and receive prepayment under clause (x) of paragraph (ii) above
by continuing its Tranche B Term Loans rather than by disbursing and
receiving new funds, and, as applicable, (a) such Continuing Tranche B Term
Loan Lender shall only be required to disburse new funds under said
paragraph (i) in an amount equal to the excess of its Tranche B Term Loan
Refinancing Commitment over the aggregate outstanding principal amount of
its Tranche B Term Loan or (b) such Continuing Tranche B Term Loan Lender
shall only be entitled to receive a repayment of its Tranche B Term Loans
under said clause (x) in an amount equal to the excess of the aggregate
outstanding principal amount of its Tranche B Term Loans over its Tranche B
Term Loan Refinancing Commitment;
(iv) subject to the satisfaction of the requirements set forth in
paragraphs (i) and (ii) above, and for all purposes of the Loan Documents,
(x) the New Tranche B Term Loans shall be treated as and deemed to be
Tranche B Term Loans, (y) the New Tranche B Term
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Loan Lenders shall be treated as and deemed to be Tranche B Term Loan
Lenders and (z) the Tranche B Term Loan Lenders that are not New Tranche B
Term Loan Lenders shall cease to be Tranche B Term Loan Lenders;
(v) the obligation of each New Tranche B Term Loan Lender to make a
New Tranche B Term Loan is subject to the satisfaction of the following
conditions:
(a) the representations and warranties of the Borrower set forth
in this Agreement, and of each Obligor in each of the other Loan
Documents to which it is a party (but as to such other Loan Documents,
in all material respects), shall be true and correct on and as of the
Tranche B Refinancing Effective Date (or, if any such representation
or warranty is expressly stated to have been made as of a specific
date, as of such specific date);
(b) at the time of and immediately after giving effect to such
New Tranche B Term Loan, no Default shall have occurred and be
continuing; and
(c) the Borrower shall have remitted to the Administrative Agent
sufficient funds for the satisfaction of its obligations under clause
(y) of paragraph (ii) above; and
(vi) the Borrower shall be deemed to have made a representation and
warranty as to the matters specified in the preceding clause (v)."
E. AMORTIZATION OF NEW TRANCHE B TERM LOANS. Section 2.09(a)(iv) shall be
amended in its entirety to read as follows:
"(iv) to the Administrative Agent for account of the New Tranche B
Term Loan Lenders the outstanding principal amount of the New Tranche B
Term Loans on each Principal Payment Date set forth below in the aggregate
principal amount set forth opposite such Principal Payment Date (subject to
adjustment pursuant to the first sentence of paragraph (b) of this
Section):
Principal Payment Date Amount (U.S.$)
---------------------- --------------
May 31, 2005 13,605,442.18
August 31, 2005 13,605,442.18
November 30, 2005 13,605,442.18
February 28, 2006 13,605,442.18
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May 31, 2006 13,605,442.18
August 31, 2006 13,605,442.18
November 30, 2006 13,605,442.18
February 28, 2007 13,605,442.18
May 31, 2007 29,761,904.76
August 31, 2007 29,761,904.76
November 30, 2007 29,761,904.76
February 29, 2008 29,761,904.76
May 31, 2008 90,680,272.10
August 31, 2008 90,680,272.10
November 30, 2008 90,748,299.32"
F. NEW LENDER ADDENDUM. A new Exhibit L is added to the Existing Credit
Agreement reading as set forth in Exhibit L hereto.
Section 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (i) the
representations and warranties set forth in the Credit Agreement, and of each
Obligor in each of the other Loan Documents to which it is party (but as to such
other Loan Documents, in all material respects), are true and correct on and as
of the date hereof as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as of
such specific date) and as if each reference to the "Credit Agreement", or
similar words of import, included reference to this Second Amended and Restated
Credit Agreement and (ii) at the time of and immediately after giving effect to
this Second Amended and Restated Credit Agreement, no Default has occurred and
is continuing.
Section 3. CONDITIONS PRECEDENT. The amendments to the Existing Credit
Agreement contemplated by Section 1 hereof shall become effective on the date
(the "Effective Date") on which each of the following conditions has been
satisfied:
(a) DOCUMENTS. The Administrative Agent shall have received each of
the following documents, each of which shall be satisfactory to the
Administrative Agent in form and substance:
(i) EXECUTED COUNTERPARTS. From the Obligors and the Required
Lenders either (i) counterparts of this Agreement signed on their
behalf or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature
page to this Agreement) that they have signed counterparts of this
Agreement or have otherwise agreed to the terms and conditions hereof
and to be bound hereby.
(ii) EXECUTED NEW LENDER ADDENDA. From the New Tranche B Term
Loan Lenders, New Lender Addenda signed on their behalf representing,
in the aggregate, Tranche B Term Loan Refinancing Commitments of
$500,000,000.
(iii) OPINION OF COUNSEL TO THE OBLIGORS. A favorable written
opinion (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of Nixon Peabody LLP, U.S. counsel for the
Obligors (and each such Obligor
- 6 -
hereby instructs such counsel to deliver such opinion to the Lenders
and the Administrative Agent).
(iv) CORPORATE DOCUMENTS. Such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to
the borrowings in respect of the Tranche B Term Loans and any other
legal matters relating to the Obligors.
(v) NOTICES. A duly completed notice of prepayment for the
Tranche B Term Loans and a duly completed Borrowing Request for the
New Tranche B Term Loans.
(vi) OTHER DOCUMENTS. Such other documents as the Administrative
Agent or any Lender or special New York counsel to JPMorgan Chase may
reasonably request.
(b) PAYMENT OF FEES AND EXPENSES. The payment by the Borrower to the
Administrative Agent for the account of J.P. Morgan Securities Inc. of such
fees and expenses (including the reasonable fees and expenses of counsel to
the extent that statements for such fees and expenses have been delivered
to the Borrower) as have been agreed to be paid in connection with this
Second Amended and Restated Credit Agreement.
Section 4. RATIFICATION. The Obligors hereby confirm their obligations and
the Liens granted by them under the respective Loan Documents to which they are
parties and hereby represent, warrant and confirm that, subject to the
effectiveness of the amendment and restatement contemplated hereby of the
Existing Credit Agreement, all references in such Loan Documents to the Existing
Credit Agreement fully and effectively mean the Credit Agreement without
impairing any such obligations or Liens in any respect.
Section 5. MISCELLANEOUS. Except as herein provided, the Existing Credit
Agreement shall remain unchanged and in full force and effect. This Second
Amended and Restated Credit Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Second
Amended and Restated Credit Agreement by signing any such counterpart and
sending the same by telecopier, mail messenger or courier to the Administrative
Agent or counsel to the Administrative Agent. This Second Amended and Restated
Credit Agreement shall be governed by, and construed in accordance with, the law
of the State of New York.
- 7 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
CONSTELLATION BRANDS, INC.
By /s/ Thomas S. Summer
---------------------------------------
Name: Thomas S. Summer
Title: Executive Vice President and
Chief Financial Officer
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SUBSIDIARY GUARANTORS
---------------------
ALLBERRY, INC.
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. VEEDER CORPORATION
By /s/ Thomas S. Summer
---------------------------------------
Name: Thomas S. Summer
Title: Vice President and Treasurer
ROBERTS TRADING CORP.
By /s/ Thomas S. Summer
---------------------------------------
Name: Thomas S. Summer
Title: President and Treasurer
CONSTELLATION INTERNATIONAL HOLDINGS
LIMITED
CANANDAIGUA WINE COMPANY, INC.
By /s/ Thomas S. Summer
---------------------------------------
Name: Thomas S. Summer
Title: Treasurer
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BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BEERS OF WISCONSIN, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON CANADA, LTD.
BARTON DISTILLERS IMPORT CORP.
MONARCH IMPORT COMPANY
BARTON FINANCIAL CORPORATION
By /s/ Thomas S. Summer
---------------------------------------
Name: Thomas S. Summer
Title: Vice President
CANANDAIGUA LIMITED
By /s/ Thomas S. Summer
---------------------------------------
Name: Vice President
Title:
CBI AUSTRALIA HOLDINGS PTY LIMITED
By /s/ Thomas S. Summer
---------------------------------------
Name: Thomas S. Summer
Title: Authorized Signatory
CONSTELLATION AUSTRALIA PTY LIMITED
By /s/ Thomas S. Summer
---------------------------------------
Name: Thomas S. Summer
Title: Authorized Signatory
- 10 -
JPMORGAN CHASE BANK, as Swingline Lender,
Issuing Lender and Administrative Agent
By /s/ Laura T. Cumming
---------------------------------------
Name: Laura T. Cumming
Title: Vice President
J.P. MORGAN EUROPE LIMITED,
as London Agent
By /s/ Bruce Borden
---------------------------------------
Name: Bruce Borden
Title: Vice President
- 11 -
AMERICAN AGCREDIT, PCA
By /s/ James Coppel
---------------------------------------
Name: James Coppel
Title: Vice President
- 12 -
BANK ONE, NA (Chicago)
By /s/ Joseph Pinzone
---------------------------------------
Name: Joseph Pinzone
Title: Director
- 13 -
BANK OF AMERICA, N.A.
By /s/ William F. Sweeney
---------------------------------------
Name: William F. Sweeney
Title: Managing Director
- 14 -
HARRIS TRUST & SAVINGS BANK
By /s/ Edwin A. Adams Jr.
---------------------------------------
Name: Edwin A. Adams Jr.
Title: Vice President
- 15 -
BANK OF NEW YORK
By /s/ David Csatari
---------------------------------------
Name: David Csatari
Title: Vice President
- 16 -
THE BANK OF NOVA SCOTIA
By /s/ Todd S. Meller
---------------------------------------
Name: Todd S. Meller
Title: Managing Director
- 17 -
BARCLAYS BANK PLC
By /s/ Nicholas A. Bell
---------------------------------------
Name: Nicholas A. Bell
Title: Director
Loan Transaction Management
- 18 -
CITICORP NORTH AMERICA, INC.
By /s/ Robert J. Kane
---------------------------------------
Name: Robert J. Kane
Title: Director
- 19 -
COBANK, ACB
By /s/ Brian J. Klatt
---------------------------------------
Name: Brian J. Klatt
Title: Senior Vice President
- 20 -
COMMERZBANK, AG
NEW YORK AND GRAND CAYMAN BRANCHES
By /s/ Douglas I. Glickman
---------------------------------------
Name: Douglas I. Glickman
Title: Vice President
By /s/ Isabel S. Zeissig
---------------------------------------
Name: Isabel S. Zeissig
Title: Assistant Vice President
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COMMONWEALTH BANK OF AUSTRALIA
By /s/ Roger Knott
---------------------------------------
Name: Roger Knott
Title: Head of Risk Management,
Americas
- 22 -
CREDIT INDUSTRIEL ET COMMERCIAL
By /s/ Anthony Rock Brian O'Leary
---------------------------------------
Name: Anthony Rock Brian O'Leary
Title: Vice President Vice President
- 23 -
ERSTE BANK
By /s/ Paul Judicke Bryan J. Lynch
---------------------------------------
Name: Paul Judicke Bryan J. Lynch
Title: Vice President First Vice
President
Erste Bank New York Branch
- 24 -
FARM CREDIT SERVICES OF MID AMERICA, PCA
By /s/ Steven R. Kluemper
---------------------------------------
Name: Steven R. Kluemper
Title: Agribusiness Account Executive
- 25 -
FLEET NATIONAL BANK
By /s/ John M. Pitton
---------------------------------------
Name: John M. Pitton
Title: Senior Vice President
- 26 -
HSBC BANK USA
By /s/ John Carroll
---------------------------------------
Name: John Carroll
Title: Vice President
- 28 -
KEYBANK NATIONAL ASSOCIATION
By /s/ David J. Wechter
---------------------------------------
Name: David J. Wechter
Title: Vice President
- 29 -
MANUFACTURERS AND TRADERS TRUST COMPANY
By /s/ Philip M. Smith
---------------------------------------
Name: Philip M. Smith
Title: Administrative Vice President
- 30 -
NORINCHUKIN BANK
By /s/ Fumiaki Ono
---------------------------------------
Name: Fumiaki Ono
Title: General Manager
- 31 -
COOPERATIVE CENTRALE
Raiffeisen-Boerenleenbank B.A.
"Rabobank International", New York Branch
By /s/ Kimberly English
---------------------------------------
Name: Kimberly English
Title: Vice President
By /s/ Ian Reece
---------------------------------------
Name: Ian Reece
Title: Managing Director
- 32 -
SUNTRUST BANK
By /s/ Gregory L. Cannon
---------------------------------------
Name: Gregory L. Cannon
Title: Director
- 33 -
U.S. BANK NATIONAL ASSOCIATION
By /s/ John W. Ball
---------------------------------------
Name: John W. Ball
Title: VP
- 34 -
UBS AG, Stamford Branch
By /s/ Wilfred V. Saint
---------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
By /s/ Anthony N. Joseph
---------------------------------------
Name: Anthony N. Joseph
Title: Associate Director
Banking Products Services, US
- 36 -
WELLS FARGO BANK
By /s/ Michelle Saenz
---------------------------------------
Name: Michelle Saenz
Title: VP
EXHIBIT L
[Form of New Lender Addendum]
NEW LENDER ADDENDUM
Reference is made to the Second Amended and Restated Credit Agreement
dated as of October 31, 2003 (as in effect on the date hereof, the "Credit
Agreement") between Constellation Brands, Inc. (the "Borrower"), the Subsidiary
Guarantors party thereto, the lenders party thereto (the "Lenders") and JPMorgan
Chase Bank as Administrative Agent and J.P. Morgan Europe Limited, as London
Agent. Capitalized terms used and not defined herein have the respective
meanings assigned thereto in the Credit Agreement.
Upon execution and delivery of this New Lender Addendum by the parties
hereto, the undersigned, (x) if and to the extent it is a Tranche B Term Loan
Lender under the existing Tranche B Term Loans (the "Existing Tranche B Term
Loans"), agrees to continue as a New Tranche B Term Loan Lender thereunder and
hereby agrees to the terms and conditions of the Credit Agreement and to be
bound thereby and (y) if and to the extent it is not a Tranche B Term Loan
Lender under the Existing Tranche B Term Loans, agrees to become a New Tranche B
Term Loan Lender under the Credit Agreement, in the case of either (x) or (y),
having the Tranche B Term Loan Refinancing Commitment set forth opposite its
signature below, effective as of the Tranche B Refinancing Effective Date.
This New Lender Addendum shall be construed in accordance with and
governed by the law of the State of New York. This New Lender Addendum may be
executed by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page
hereof by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this New Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers as of this day of , 2003.
--- ---------------
Tranche B Term Loan [NAME OF LENDER]
Refinancing Commitment:
By
---------------------------------------
Name:
Title:
Accepted and agreed:
CONSTELLATION BRANDS, INC.
By:
-----------------------------
Name:
Title:
New Lender Addendum
-------------------
JPMORGAN CHASE BANK,
as Administrative Agent
By:
----------------------------
Name:
Title:
Lender Addendum
---------------
The preceding form of Lender Addendum had been entered into with the
Lenders listed below on or prior to October 31, 2003, the date of funding of the
Tranche B term loan under the Credit Agreement. The Lender Addendum with respect
to each Lender contains the Tranche B term loan commitment set forth opposite
such Lender's name below. Subsequent to October 31, 2003, certain of the Lenders
listed below have assigned all or a portion of their Tranche B term loans under
the Credit Agreement pursuant to the terms of the Credit Agreement. Such
assignments may also occur in the future.
Lender Amount
- ------ ---------------
American Agcredit, PCA $1,250,000.00
APEX (IDM) CDO I, LTD $2,731,328.65
Babson CLO Ltd. 2003-I $1,666,666.67
Bangkok Bank PCL $3,125,000.00
Bank of Montreal $1,250,000.00
The Bank of Nova Scotia $2,083,333.33
Bank One, NA $2,500,000.00
Big Sky Senior Loan Fund, Ltd $1,406,250.00
Bill & Melinda Gates Foundation $833,333.33
CoBank, ACB $28,125,000.00
Columbia Floating Rate Advantage Fund - fka Liberty $916,666.66
Columbia Floating Rate Limited Liability Company $1,416,666.67
Commerzbank AG, New York and Grand Cayman Branches $6,250,000.00
Cooperative Centrale Raiffeisen-Boerenleenbank B.A.
"Rabobank International", New York Branch $3,125,000.00
Credit Industriel et Commercial $5,000,000.00
Denali Capital CLO II, Ltd $1,875,000.00
Denali Capital CLO III, Ltd $1,875,000.00
Eaton Vance Limited Duration Income Fund $1,093,750.00
Eaton Vance VT Floating-Rate Income Fund $843,750.00
ELC (Cayman) Ltd. $1,250,000.00
ELC (Cayman) Ltd. 1999-III $1,458,333.33
ELC (Cayman) Ltd. 2000-I $1,458,333.33
ELC (Cayman) Ltd. CDO Series 1999-I $1,458,333.33
Erste Bank $625,000.00
Farm Credit Services of Mid America, PCA $1,562,500.00
Fleet National Bank $3,333,333.33
Galaxy CLO 1999-1, Ltd. $2,660,000.00
Galaxy CLO 2003-1, Ltd. $2,120,000.00
General Electric Capital Corporation $25,000,000.00
Grayson & Co. $2,685,338.02
Hamilton CDO Ltd. $2,500,000.00
Hamilton Floating Rate Funding, LLC $3,125,000.00
Harbour Town Funding LLC $1,250,000.00
JPMorgan Chase Bank $266,697,916.69
Jupiter Loan Funding LLC $1,875,000.00
KZH Crescent-2 LLC $1,250,000.00
KZH Crescent-3 LLC $625,000.00
KZH Cypress Tree-1 LLC $3,750,000.00
KZH ING-2 LLC $3,750,000.00
KZH Riverside LLC $1,271,250.00
KZH Soleil LLC $1,316,250.00
KZH Soleil-2 LLC $2,632,500.00
KZH Sterling LLC $2,187,500.00
KZH Waterside LLC $2,500,000.00
Maplewood (Cayman) Limited $4,285,714.29
Massachusetts Mutual Life Insurance Company $2,930,873.73
Metropolitan Life Insurance Company $15,625,000.00
MONY Life Insurance Company $9,375,000.00
Morgan Stanley Prime Income Trust $2,500,000.00
Muirfield Trading LLC $937,500.00
Olympic Funding Trust, Series 1999-1 $1,875,000.00
Pinehurst Trading LLC $1,875,000.00
Riviera Funding, LLC $3,125,000.00
Sawgrass Trading LLC $2,500,000.00
Simsbury CLO, Limited $1,250,000.00
SRF 2000, Inc. $2,120,332.17
SRF Trading, Inc. $1,770,833.33
Stanfield Arbitrage CDO, Ltd. $3,125,000.00
Stanfield Carrera CLO, Ltd. $1,250,000.00
Stanfield CLO, Ltd. $3,125,000.00
Stanfield Quattro CLO, Ltd. $1,562,500.00
Stanfield\RMF Transatlantic CDO,Ltd $1,875,000.00
Stanwich Loan Funding LLC $1,250,000.00
Suffield CLO, Limited $2,500,000.00
The Sumitomo Trust & Banking Co., Ltd. $3,125,000.00
SunAmerica Life Insurance Company $2,985,996.48
SunTrust Bank $2,083,333.33
Tolli & Co. $406,250.00
Tryon CLO Ltd. 2000-I $1,458,333.33
Wachovia Bank, N.A. $6,250,000.00
Wells Fargo Bank $6,250,000.00
Windsor Loan Funding, Limited $3,125,000.00
Winged Foot Funding Trust $3,750,000.00
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TOTAL $500,000,000.00
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