NINTH AMENDMENT TO EXHIBIT 4.24
AMENDED AND RESTATED CREDIT AGREEMENT
NINTH AMENDMENT (the "Amendment"), dated as of June 1, 1995, among
THE INTERLAKE CORPORATION, a Delaware corporation (the "Company"), each
Subsidiary Borrower party to the Credit Agreement referred to below, The
Interlake Corporation Employee Stock Ownership Trust (the "ESOP Borrower"),
acting by and through the LaSalle National Trust, N.A. (successor to LaSalle
National Bank), not in its individual or corporate capacity, but solely in its
capacity as trustee of the ESOP Trust (the "ESOP Trustee" and together with the
Company and the Subsidiary Borrowers, the "Credit Parties"), CHEMICAL BANK,
individually and as Administrative Agent (the "Administrative Agent"), THE
FIRST NATIONAL BANK OF CHICAGO, individually and as Co-Agent (the "Co-Agent"),
and the financial institutions party to the Credit Agreement referred to below
and listed on the signature pages hereto (the "Banks"). All capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, each of the Credit Parties, the Banks, the Administrative
Agent and the Co-Agent are parties to that certain Amended and Restated Credit
Agreement dated as of September 27, 1989 and amended and restated as of May 28,
1992 and as further amended by the First Amendment dated as of August 14, 1992,
the Second Amendment and Waiver dated as of October 30, 1992, the Third
Amendment and Waiver dated as of August 20, 1993, the Fourth Amendment dated as
of December 22, 1993, the Fifth Amendment dated as of February 23, 1994, the
Sixth Amendment dated as of August 16, 1994, the Seventh Amendment dated as of
January 24, 1995, and the Eighth Amendment dated as of February 1, 1995 (as so
amended and restated and further amended and as the same may hereafter be
amended, modified or supplemented from time to time, the "Credit Agreement");
and
WHEREAS, the Company, the Subsidiary Borrowers and the Banks wish to
amend the Credit Agreement as herein provided;
NOW THEREFORE, it is agreed:
1. On the Ninth Amendment Effective Date, Section 1.01(c) of the
Credit Agreement is hereby amended and restated in its entirety as follows:
(c) Each Revolving A Bank severally agrees: (x) on the Restatement
Effective Date, to continue outstanding (i) for the account of the Company and
on the terms and conditions of this Agreement, each of its Original Company
Revolving A Loans (as so continued, the "Continued Company Revolving A Loans")
and (ii) for the accounts of the respective Existing Subsidiary Revolving A
Borrowers and on the terms and conditions of this Agreement, each of its
Original Subsidiary Revolving A Loans (as so continued, the "Continued
Subsidiary Revolving A Loans"); and (y) to make, subject to and upon the terms
and conditions of this Agreement at any time and from time to time on and after
the Restatement Effective Date and prior to the Revolving Loan Maturity Date
(i) a revolving loan or loans to the Company (together with the Continued
Company Revolving A Loans, each a "Company Revolving A Loan" and collectively,
the "Company Revolving A Loans") and (ii) a revolving loan or loans to one or
more Subsidiary Revolving A Borrowers (together with the Continued Subsidiary
Revolving A Loans, each a "Subsidiary Revolving A Loan" and collectively, the
"Subsidiary Revolving A Loans"). Revolving A Loans first incurred on or after
the Restatement Effective Date shall, at the option of the respective Borrower,
be incurred as either Base Rate Loans or Eurodollar Loans, provided that all
Revolving A Loans incurred as part of the same Borrowing shall, unless
otherwise specifically provided herein, be of the same Type. Revolving A Loans
(i) may be repaid and reborrowed in accordance with the provisions of this
Agreement, (ii) shall not exceed for any Revolving A Bank at any time
outstanding that aggregate principal amount which, when added to the product of
(x) such Revolving A Bank's Revolving Percentage and (y) all Letter of Credit
Outstandings at such time plus the aggregate principal amount of all Permitted
Other Indebtedness then outstanding, equals such Revolving A Bank's Revolving A
Commitment at such time and (iii) shall not exceed in aggregate principal
amount for all Revolving A Banks at any time outstanding, when added to the
Letter of Credit Outstandings then outstanding plus the aggregate principal
amount of all Permitted Other Indebtedness then outstanding, the Borrowing
Base. Revolving A Loans made to any Subsidiary Revolving A Borrower by all the
Revolving A Banks shall not exceed in aggregate principal amount at any time
outstanding the Revolving Sub-Limit of such Subsidiary Revolving A Borrower.
2. On the Ninth Amendment Effective Date, Section 1.05(j) is hereby
amended by deleting the date "September 27, 1996" appearing in clause (iii)
thereof, and inserting in lieu thereof the date "June 30, 1999".
3. On the Ninth Amendment Effective Date, Section 1.09 is hereby
amended by deleting the date "September 27, 1996" appearing in clause (ix)
thereof, and inserting in lieu thereof the date "June 30, 1999".
4. On the Ninth Amendment Effective Date, Section 2.01(b) of the
Credit Agreement is hereby amended by inserting the word "or" immediately after
the comma at the end of the tenth line thereof, and deleting the language "or
(3) the limitations set forth in the last sentence of Section 1.01(c)"
appearing in clause (ii) thereof.
5. On the Ninth Amendment Effective Date, Section 3.02 of the Credit
Agreement shall be deleted in its entirety and the following shall be inserted
in lieu thereof:
"3.02 Intentionally Omitted."
6. On the Ninth Amendment Effective Date, Section 3.03(a) of the
Credit Agreement shall be deleted in its entirety and the following shall be
inserted in lieu thereof:
"(a) [Intentionally Omitted]."
7. On the Ninth Amendment Effective Date, Section 3.03(e) of the
Credit Agreement is amended and restated in its entirety as follows:
(e) On each date upon which a mandatory prepayment of Revolving A
Loans or Delayed Draw Loans would be required to be made in accordance with
Section 4.02(h), or on the date any voluntary prepayment of Revolving A Loans
or Delayed Draw Loans is made pursuant to Section 4.01(a), the Total Revolving
A Commitment and Total Delayed Draw Commitment shall be permanently reduced by
the amount of such prepayment (determined as if Revolving A Loans and Delayed
Draw Loans were outstanding in the full amount of the Total Revolving A
Commitment and Total Delayed Draw Commitment).
8. On the Ninth Amendment Effective Date, Section 4.01 of the Credit
Agreement is hereby amended by (i) inserting the letter "(a)" prior to the text
thereof, (ii) inserting the parenthetical "(other than Revolving A Loans repaid
pursuant to Sections 4.01(b) and 4.02(b))" after the first reference to the
word "Loans" in such Section 4.01(a), (iii) deleting clauses (iv) and (v) of
such Section 4.01(a) and re-designating clause "(vi)" as clause "(iv)", (iv)
deleting the last sentence of such Section 4.01(a), (v) inserting the following
new sentence at the end of such Section 4.01(a):
"In addition to the foregoing, all repayments of Loans under this
Section 4.01(a) shall be made on the same basis as mandatory prepayments
(and reductions to the Total Revolving A Commitment and Total Delayed Draw
Commitment) are made pursuant to Section 4.02(h)."
and (vi) adding the following new Section 4.01(b):
"(b) Each Borrower of Revolving A Loans shall have the right to
prepay the Revolving A Loans (without causing an automatic reduction in the
Total Revolving A Commitment), without premium or penalty, in whole or in part
from time to time on the following terms and conditions: (i) the respective
Borrower shall give the Administrative Agent prior to 11:00 A.M. (New York
time) at its Notice Office at least (x) two Business Days' prior notice of its
intent to prepay Fixed Rate Loans and (y) one Business Day's prior notice of
its intent to prepay Base Rate Loans, which notice shall identify (a) the
amount of such prepayment, (b) the Type of Revolving A Loans to be prepaid and
(c) in the case of Fixed Rate Loans, the specific Borrowing or Borrowings
pursuant to which made, which notice the Administrative Agent shall promptly
transmit to the respective Banks; (ii) each partial prepayment of Revolving A
Loans of a single Borrower shall be in an aggregate principal amount of at
least $1,000,000, provided that no partial prepayment of Fixed Rate Loans made
pursuant to any Borrowing shall reduce the outstanding Fixed Rate Loans made
pursuant to such Borrowing to an amount less than $5,000,000; and (iii) prepay-
ments of Fixed Rate Loans may be made pursuant to this Section 4.01(b) only on
the last day of an Interest Period applicable thereto. Each prepayment
pursuant to this Section 4.01(b) in respect of any Revolving A Loans, and to
any Borrowing in respect thereof, shall be applied pro rata among all Revolving
A Loans of such Borrowing."
9. On the Ninth Amendment Effective Date, Section 4.02(h) of the
Credit Agreement is hereby amended by (i) deleting the first sentence thereof
and (ii) inserting the following sentences in lieu thereof:
"All amounts required to be applied in accordance with this Section
4.02(h) shall be applied: (i) first, and with respect to repayments made
on the Ninth Amendment Effective Date only, to the repayments of the
outstanding Revolving A Loans in an aggregate amount not to exceed the
Priority Amount then in effect, (ii) second, to the repayments of all
outstanding Loans (other than ESOP Loans) and reductions to the Total
Revolving A Commitment and Total Delayed Draw Commitment pursuant to
Section 3.03(e), pro rata among the Banks, based on each Bank's pro rata
share of the Total Exposure on or after the Ninth Amendment Effective Date
(after giving effect thereto), and (iii) third, to the extent permitted by
applicable law, to repayments of the outstanding ESOP Loans. Each Bank
shall apply such amounts under clause (ii) above based on its pro rata
share of the Total Exposure (x) first, to repay all of its outstanding
Loans of Borrowers which are incorporated in the United States or any
State thereof in the following order: (A) first to all of its Deferred
Term Loans, (B) then to all of its Delayed Draw Term Loans, (C) then to
all of its Revolving B Loans, (D) then to all of its Term Loans; (y)
second, to repay all of its outstanding Loans of Borrowers which are
incorporated outside of the United States in the following order: (A)
first to all of its Term Loans denominated in U.S. Dollars, (B) then to
all of its Sterling Revolving B Loans, (C) then to all of its Sterling
Term Loans, (D) then to all of its Revolving B Loans; and (z) third, to
repay all of its Revolving A Loans (to the extent necessary to adjust the
outstanding Revolving A Loans of any Bank such that its outstanding
Revolving A Loans are proportionate to all outstanding Revolving A Loans
on the basis of its Revolving Percentage)."
10. On the Ninth Amendment Effective Date, Section 7.01(c) of the
Credit Agreement is hereby amended by deleting the number "75" in the first
line thereof and inserting in lieu thereof the number "90".
11. On the Ninth Amendment Effective Date, Section 7.09 of the
Credit Agreement is hereby amended by inserting the following sentence at the
end thereof:
"Notwithstanding the foregoing, there shall be no further obligation
to obtain or maintain Hedging Agreements after the Ninth Amendment
Effective Date."
12. On the Ninth Amendment Effective Date, (i) Section 8.05(d) of
the Credit Agreement is hereby amended by deleting the language "pursuant to
Section 7.09" in the second line thereof, and inserting in lieu thereof "prior
to the Ninth Amendment Effective Date", (ii) Section 8.05(k) of the Credit
Agreement is hereby amended by deleting "and" at the end of the fourth line
thereof, (iii) Section 8.05(l) of the Credit Agreement is hereby amended by
deleting the period at the end thereof and inserting in lieu thereof "; and",
and (iv) Section 8.05 of the Credit Agreement is hereby amended by inserting
the following new paragraph (m) at the end thereof:
"(m) Indebtedness evidenced by the Senior Notes."
13. On the Ninth Amendment Effective Date, Section 8.06 of the
Credit Agreement is hereby amended by (i) deleting the word "and" after the
semicolon in subsection (xvi) of such Section, (ii) deleting the period at the
end of subsection (xvii) of such Section and inserting in lieu thereof "; and",
and (iii) inserting the following new subsection (xviii) at the end of such
Section 8.06:
"(xviii) (x) the Company and its Subsidiaries may make advances or loans
to, or investments in, Subsidiaries of the Company in an amount not to
exceed $1,000,000 annually and (y) the Company and its Subsidiaries may
make investments described in the proviso to the definition of Capital
Expenditures."
14. On the Ninth Amendment Effective Date, Section 8.08 of the
Credit Agreement is hereby amended by (i) deleting the dollar amount of
"23,000,000" in the Amount column opposite the Period "Fiscal Year Ending
December, 1995 and each fiscal year thereafter" and inserting in lieu thereof
the dollar amount "25,000,000", and (ii) inserting the following new language
at the end of such Section 8.08:
"Notwithstanding anything to the contrary contained in this Section 8.08,
up to $5,000,000 (the "Carry-Over Amount") of unutilized capital
expenditure allowances created in any one fiscal year (beginning with the
fiscal year ending on December 31, 1995) may be carried over to increase
the following fiscal year's capital expenditure allowance."
15. On the Ninth Amendment Effective Date, Section 8.11 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
"8.11 Minimum Consolidated Net Worth. The Company's Minimum
Consolidated Net Worth at any time may not be less than an amount
equal to (i) the Company's Consolidated Net Worth at December 25,
1994 (i.e., negative $257,280,386), minus (ii) $30,000,000, plus
(iii) Cumulative Consolidated Net Income at such time."
16. On the Ninth Amendment Effective Date, Section 8.12 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
"8.12 Minimum Consolidated EBITDA. Consolidated EBITDA for (i)
the period beginning on December 26, 1994 and ending on the last day
of (x) the second quarter of 1995, taken as one accounting period,
shall be greater than $41,000,000 and (y) the third quarter of 1995,
taken as an accounting period, shall be greater than $62,000,000 and
(ii) any four fiscal quarter period ending on the last day of any
fiscal quarter set forth below, taken as one accounting period, shall
be greater than the amount set forth opposite such fiscal quarter:"
Fiscal Period Amount
For the fourth quarter of 1995 $85,000,000
For the first quarter of 1996 85,000,000
For the second quarter of 1996 85,000,000
For the third quarter of 1996 85,000,000
For the fourth quarter of 1996 87,500,000
For the first quarter of 1997 87,500,000
For the second quarter of 1997 87,500,000
For the third quarter of 1997 87,500,000
For the fourth quarter of 1997 90,000,000
For the first quarter of 1998 90,000,000
For the second quarter of 1998 90,000,000
For the third quarter of 1998 90,000,000
For the fourth quarter of 1998 92,500,000
For the first quarter of 1999 92,500,000
For the second quarter of 1999 92,500,000
Additionally, if the Company exceeds the required minimum
Consolidated EBITDA levels set forth above for the fiscal years ending December
31, 1995 or December 31, 1996, then 50% of the excess in each of those two
years, up to a maximum of $5,000,000 in the aggregate, will be available to the
Company as a credit to add to the actual Consolidated EBITDA of the Company in
any fiscal quarter thereafter, to be included in the calculation for any period
in which such quarter is included. The credit created by such excess may be
used in whole or in part."
17. On the Ninth Amendment Effective Date, Section 9.13 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
"9.13 Environmental Liabilities. The Company makes payments in
excess of $5,000,000 pursuant to CERCLA in any single fiscal year
with respect to remediation at the St. Louis River Site, provided,
that the Company may carry over 100% of any year's unused remediation
expenditures, up to a maximum aggregate amount of $20,000,000;"
18. On the Ninth Amendment Effective Date, Section 10.01 of the
Credit Agreement is hereby amended as follows:
(a) The definition of Applicable Margin is amended by adding the
following sentence to the end thereof:
"Effective June 30, 1998, the percentages per annum set forth above
shall increase (x) in the case of Base Rate Loans and all other
interest rates determined by reference to the Alternate Base Rate, to
2.5%, and (y) in the case of Fixed Rate Loans, to 3.5%."
(b) The definition of Capital Expenditures shall be amended by
adding the following proviso to the end of the first sentence thereof:
"; provided that there shall be included in the definition of Capital
Expenditures up to $5,000,000 in any fiscal year in expenditures of
the Company for (i) securities acquired by the Company and/or its
Subsidiaries of another Person representing at least 50% of the
voting and economic interests in such Person and (ii) assets the
acquisition of which would not otherwise constitute a Capital
Expenditure and would not otherwise be permitted under Section 8.02."
(c) The definition of Consolidated Current Assets is amended and
restated in its entirety as follows:
"Consolidated Current Assets" shall mean, at any date, all the
current assets (other than cash and Cash Equivalents) of the Company
and its Subsidiaries determined on a consolidated basis in conformity
with generally accepted accounting principals.
(d) The definition of Deferred Term Loan Maturity Date is amended by
deleting the date "September 27, 1998" and inserting in lieu thereof the
date "June 30, 1999";
(e) The definition of Delayed Draw Maturity Date is amended by
deleting the date "March 27, 1997" and inserting in lieu thereof the date
"June 30, 1999";
(f) The definition of Excess Cash Flow is amended by inserting at
the end of clause (i)(x) the following:
"provided that such calculation shall only include the amount of any
decrease which is in excess of $5,000,000,";
(g) The definition of Consolidated Net Worth is hereby amended and
restated as follows:
"Consolidated Net Worth" shall mean, on any date of determination
thereof, shareholders' equity (including preferred stock) of the
Company and its Subsidiaries on a consolidated basis."
(h) The definition of Payment Office is amended by deleting the
address appearing in the third and fourth lines thereof and inserting in
lieu thereof the address "270 Park Avenue, New York, New York 10017"; and
(i) The definition of Scheduled Repayment Date shall be amended and
restated in its entirety as follows:
"Scheduled Repayment Date" shall mean (i) with respect to ESOP Loans,
the dates set forth under the heading "ESOP Loans" on Schedule III
and (ii) with respect to all other Installment Loans, June 30, 1999.
(j) The definition of Revolving Loan Maturity Date is amended by
deleting the date "September 27, 1997" and inserting in lieu thereof the
date "June 30, 1999";
(k) The definition of Term Loan Maturity Date is amended by deleting
the date "September 27, 1996" and inserting in lieu thereof the date "June
30, 1999";
(l) The following new definitions are inserted in alphabetical
order:
"Cumulative Consolidated Net Income" shall mean, on any date,
Consolidated Net Income on a cumulative basis for all fiscal quarters
of the Company ending after December 25, 1994 (for which Consolidated
Net Income was a positive number), all determined on the basis of
generally accepted accounting principles as in effect on December 25,
1994.
"Ninth Amendment Effective Date" shall mean the date on which all
conditions precedent described in paragraph 26 of the Ninth Amendment
to this Agreement have been satisfied.
"Senior Notes" shall mean the Senior Notes due 2001 of the Company
issued on the Ninth Amendment Effective Date pursuant to the
Indenture, dated as of such date, between the Company and Bank One,
Columbus, N.A. as Trustee.
"Total Exposure" shall mean, at any time, (i) the aggregate principal
amount of Loans (excluding ESOP Loans) outstanding at such time, plus
(ii) the Letter of Credit Outstandings at such time, plus (iii) the
Total Unutilized Revolving A Commitment then in effect, plus (iv) the
Delayed Draw Commitment then in effect.
19. On the Ninth Amendment Effective Date, Section 13.04(b) of the
Credit Agreement is hereby amended by (i) deleting clause "(iii)" thereof in
its entirety, (ii) redesignating clauses "(iv)" and "(v)" as clauses "(iii)"
and "(iv)", respectively, and (iii) inserting the following language at the end
of clause (ii) in the seventeenth line of such Section 13.04(b):
"or such lesser amount representing the entire remaining Commitment
of such Assigning Bank, and"
20. On the Ninth Amendment Effective Date, Section 13.11(i) is
hereby amended by inserting at the end thereof the following:
"or create any scheduled amortization for any Tranche of Loans
(including by changing the definition of Scheduled Repayment Date),"
21. On the Ninth Amendment Effective Date, Section 13.20 shall be
deleted in its entirety and the following shall be inserted in lieu thereof:
"13.20 [Intentionally Omitted]."
22. In order to induce the Banks to enter into this Amendment, each
of the Credit Parties (other than the ESOP Trustee) hereby (a) certifies that
no Default or Event of Default exists and that each of the representations,
warranties and agreements contained in Section 6 of the Credit Agreement on the
Ninth Amendment Effective Date, both before and after giving effect to this
Amendment, is true and correct in all material respects, and (b) confirms that
it has and will continue to comply with all of its obligations contained in the
Credit Agreement and the other Credit Documents including with respect to each
of the Borrowers, but not limited to, all of its obligations contained in
Section 7.10(b) of the Credit Agreement.
23. 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.
24. 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 the Company and the Administrative Agent.
25. 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.
26. This Amendment shall become effective on the date (the "Ninth
Amendment Effective Date") when each of the following conditions shall have
been satisfied:
(a) On or prior to the Ninth Amendment Effective Date, the Company,
the Subsidiary Borrowers, the ESOP Trustee, the Administrative Agent, the
Co-Agents and the Banks shall have signed a copy hereof (whether the same
or different copies) and shall have delivered (including by way of
telecopier) such copies to the Administrative Agent;
(b) The Company shall have received, on or prior to August 31, 1995,
at least $95 million of net cash proceeds from the issuance of the Senior
Notes pursuant to documents satisfactory to the Administrative Agent or
the Banks, and shall have applied such proceeds as required pursuant to
Section 4.02(h) (as amended hereby);
(c) The Company shall have paid all fees and expenses (including
legal fees and expenses) then due and owing to the Administrative Agent;
and
(d) The Administrative Agent shall have received an opinion of
counsel to the Company and its Subsidiaries covering the matters herein
and such other matters as the Administrative Agent shall have reasonably
requested.
27. From and after the Ninth Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents or any
other agreement to the Credit Agreement shall be deemed to be references to
such Credit Agreement as amended hereby.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
THE INTERLAKE CORPORATION
By________________________
Title:
SUBSIDIARY BORROWERS
ACME STRAPPING INC.
By________________________
Title:
DEXION (AUSTRALIA) PTY. LTD.
A.C.N. 000 083 956
By________________________
Title:
S.A. DEXION-REDIRACK N.V.
By________________________
Title:
DEXION INTERNATIONAL LIMITED
By________________________
Title:
PRECIS (935) LTD.
By________________________
Title:
DEXION GmbH
By________________________
Title:
TWICEBONUS LIMITED
By________________________
Title:
THE INTERLAKE CORPORATION
EMPLOYEE STOCK OWNERSHIP
TRUST, acting by and through
the LASALLE NATIONAL TRUST,
N.A. (successor to LaSalle
National Bank), not in its
individual or corporate capa-
city (except for the repre-
sentations and warranties
contained in Section
6.01(b)(y) of the Credit
Agreement) but solely in its
capacity as ESOP Trustee
By_________________________
Title:
BANKS
CHEMICAL BANK
Individually, and as
Administrative Agent
By________________________
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
Individually, and as Co-Agent
By_________________________
Title:
MITSUI TRUST & BANKING CO.,
LTD.
By_________________________
Title:
NATIONAL BANK OF CANADA
By_________________________
Title:
By_________________________
Title:
NATIONAL WESTMINSTER BANK PLC
By_________________________
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION, successor by
merger to Security Pacific
National Bank
By________________________
Title:
BANK OF AMERICA, ILLINOIS
By________________________
Title:
THE FUJI BANK LIMITED
By_______________________
Title:
MELLON BANK N.A.
By_______________________
Title:
THE NIPPON CREDIT BANK, LTD.
By_______________________
Title:
THE BANK OF NOVA SCOTIA
By_______________________
Title:
UNION BANK OF FINLAND/
CAYMAN ISLAND BRANCH
By_______________________
Title:
By_______________________
Title:
BANK OF YOKOHAMA
By_______________________
Title:
GIROCREDIT BANK AG
DER SPARKASSEN,
GRAND CAYMAN ISLAND BRANCH
By_______________________
Title:
By_______________________
Title:
EATON VANCE PRIME RATE
RESERVES
By______________________
Title:
LEHMAN COMMERCIAL PAPER INC.
By_______________________
Title:
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS, B.V.
By_______________________
Title:
Chancellor Senior Secured
Management, Inc. as Portfolio
Advisor
STICHTING RESTRUCTURED
OBLIGATIONS BACKED BY SENIOR
ASSETS 2, (ROSA 2)
By_________________________
Title:
Chancellor Senior Secured
Management, Inc. as Portfolio
Advisor
MERRILL LYNCH
PRIME RATE PORTFOLIO
By MERRILL LYNCH ASSET
MANAGEMENT, L.P., as
Investment Advisor
By_______________________
Title:
MFS HIGH INCOME FUND
By_______________________
Title:
ACCEPTED AND CONSENTED TO:
INTERLAKE DRC LIMITED
By________________________
Title:
DEXION GROUP PLC
By________________________
Title: