EXHIBIT 4.4
EFFECTIVENESS AGREEMENT dated as of February 14, 1997 (this
"Effectiveness Agreement"), among JACOR COMMUNICATIONS COMPANY, a
Florida corporation (the "Company"), the lenders listed on
Schedule 1 hereto as Departing Lenders (the "Departing Lenders"),
Continuing Lenders (the "Continuing Lenders") and Additional
Lenders (the "Additional Lenders", and collectively with the
Departing Lenders and the Continuing Lenders, the "Lenders"), and
THE CHASE MANHATTAN BANK, as Administrative Agent, BANQUE
PARIBAS, as Documentation Agent, and BANK OF AMERICA ILLINOIS, as
Syndication Agent, in each case under the Credit Agreement (the
"Credit Agreement") dated as of June 12, 1996, among the Company,
the Lenders, the Administrative Agent, the Documentation Agent
and the Syndication Agent, as amended.
WHEREAS the Company has requested, and the Lenders, the Issuing Banks
and the Agents have agreed, upon the terms and subject to the conditions set
forth herein, that the Credit Agreement be amended and restated as provided
herein effective upon satisfaction of the conditions set forth in Section 7
below;
NOW, THEREFORE, the Company, each of the Lenders, each of the Issuing
Banks, the Administrative Agent, the Documentation Agent and the Syndication
Agent hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the form of amended and
restated Credit Agreement attached as Exhibit A hereto (the "Restated Credit
Agreement").
SECTION 2. EFFECTIVENESS DATE. (a) The transactions provided for in
Sections 3, 4, 5 and 6 hereof shall be consummated at a closing (the "Closing")
to be held on the Effectiveness Date (as hereinafter defined) at the offices of
Cravath, Swaine & Moore, or at such other time and place as the parties shall
agree.
(b) The "Effectiveness Date" shall be specified by the Company and
shall be a date not later than February 28, 1997, as of which all the conditions
set forth or referred to in Section 7 hereof shall have been satisfied. The
Company shall give not less than one Business Day's written notice proposing a
date as the Effectiveness Date to the Administrative Agent, which shall send
copies of such notice to the Lenders. This Effectiveness Agreement shall
terminate at 5:00 p.m. (New York time) on February 28, 1997, if the
Effectiveness Date shall not have occurred at or prior to such time.
SECTION 3. AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT. The
Credit Agreement (including all Exhibits and Schedules thereto) is hereby
amended and restated, effective as of the Effectiveness Date (subject to the
satisfaction of the conditions set forth in Section 7 below), to read in its
entirety as set forth in Exhibit A hereto, and the form of Mortgage attached as
Exhibit C to the Credit Agreement is hereby amended and restated, effective as
of the Effectiveness Date (subject to the conditions set forth in Section 7
below), to read in its entirety as set forth in Exhibit B hereto. Each Exhibit
referred to in the Restated Credit Agreement, other than the form of Mortgage,
shall remain unchanged. As used in the Credit Agreement, the terms "Agreement",
"this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of
similar import shall, unless the context otherwise requires, mean the Credit
Agreement as amended and restated pursuant to this Effectiveness Agreement. As
used in the Loan Documents, the term "Credit Agreement" shall, unless the
context otherwise requires, mean the Credit Agreement as amended and restated
pursuant to this Effectiveness Agreement.
SECTION 4. DELIVERY OF NOTES. On or prior to the Effectiveness Date,
the Lenders shall deliver to the Administrative Agent, for delivery to and
cancelation by the Company, all notes issued by the Company under the Credit
Agreement and then held by them (collectively, the "Notes"). Each Lender that
fails so to deliver any of its Notes hereby agrees to indemnify the Company for
any loss resulting from such failure. Upon the effectiveness of the Restated
Credit Agreement, the Administrative Agent shall release and deliver the Notes
to the Company for cancelation.
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SECTION 5. FEES AND EXPENSES. On the Effectiveness Date, on or
before the effectiveness of the Restated Credit Agreement, the Company shall pay
to the Administrative Agent (a) for its own account all fees and other amounts
owed to it as of the Effectiveness Date, (b) for the account of each Lender
(i) an amendment fee equal to 0.125% of the aggregate amount of such Lender's
Commitments as in effect immediately prior to the Closing (such Lender's
"Existing Commitments"), (ii) an upfront fee equal to 0.250% of the aggregate
amount of any increase in such Lender's Commitments after giving effect to the
Closing or, in the case of any Additional Lender, of the aggregate amount of
such Lender's Commitments, (iii) all unpaid fees accrued to but excluding the
Effectiveness Date for the account of such Lender under Section 2.11 of the
Credit Agreement, (iv) all unpaid interest accrued to but excluding the
Effectiveness Date in respect of the Loans of such Lender outstanding under the
Credit Agreement and (v) any amount due to such Lender under Section 3.4 of the
Credit Agreement in connection with any reduction of its outstanding Loans as a
result of the transactions contemplated by Section 6 below (deeming any such
reduction of any such Loan to be a prepayment of the subject Loan for purposes
of such Section 3.4), and (c) for the account of each applicable payee, all
expenses due and payable under the Restated Credit Agreement on or before the
Effectiveness Date in connection with the Loan Documents to be delivered on the
Effectiveness Date or otherwise, including, without limitation, the reasonable
fees and expenses accrued and invoiced through the Effectiveness Date of
Cravath, Swaine & Moore and any other counsel retained by any Agent.
SECTION 6. REPAYMENT OF TERM A LOANS; ASSIGNMENT. (a) On the
Effectiveness Date, upon the effectiveness of the Restated Credit Agreement and
subject to the terms and conditions thereof, the Additional Lenders and the
Continuing Lenders having Revolving Loan Commitments under the Restated Credit
Agreement shall make, and the Company shall borrow, the Revolving Loans
requested by the Borrower to be made on the Effectiveness Date. The Company
hereby directs the Administrative Agent to apply the proceeds of such Revolving
Loans to repay Term A Loans in the amount of the difference on the Effectiveness
Date between the aggregate amount of the Term A Loans outstanding immediately
prior to the effectiveness of the Restated Credit Agreement and the aggregate
amount of the Term A Loan Commitments under the Restated Credit Agreement. Such
payments shall be made ratably among the Lenders in accordance with the
principal amounts of their respective Term A Loans.
(b) On the Effectiveness Date, upon the effectiveness of the Restated
Credit Agreement and subject to the conditions referred to in Section 7 below,
(i) each of the Departing Lenders and certain Continuing Lenders shall assign to
the other Continuing Lenders and Additional Lenders, and each of such other
Continuing Lenders and Additional Lenders shall purchase from the Departing
Lenders and such Continuing Lenders, at the principal amount thereof, such
interests in the Loans outstanding on such date that are not being repaid
pursuant to paragraph (a) above as shall be necessary in order that, after
giving effect to all such assignments and purchases, such Loans will be held by
the Continuing Lenders and Additional Lenders ratably in accordance with the
Term A Loan Commitments, Term B Loan Commitments and Revolving Commitments,
respectively, as set forth on Schedule 1 to the Restated Credit Agreement. Such
assignments shall be made ratably among the Lenders in accordance with the
principal amounts of their respective commitments and holdings of outstanding
Loans. Such assignments and purchases shall be without recourse or
representation, except that each assigning Lender shall be deemed to have
represented that it is the legal and beneficial owner of the interests assigned
by it free and clear of any adverse claim. Concurrently with the effectiveness
of such assignments and purchases, the Departing Lenders shall cease to be
parties to the Credit Agreement and shall be released from all further
obligations thereunder and shall have no further rights to or interest in any of
the Collateral; PROVIDED, HOWEVER, that the Departing Lenders shall continue to
be entitled to the benefits of all yield protection, expense reimbursement and
indemnity provisions contained in the Credit Agreement as in effect immediately
prior to the Closing. The interest rate applicable to any portion of any
Eurodollar Loan so assigned to any Continuing Lender or any Additional Lender on
the Effectiveness Date shall be increased until the termination of the Interest
Period applicable thereto on the Effectiveness Date by an amount equal to the
difference, if positive, as determined by the Administrative Agent (which
determination shall be conclusive absent manifest error), between the
Eurodollar Base Rate that would apply to a Loan made on the Effectiveness Date
for an interest period as close as is available to the period extending from the
Effectiveness Date to the last day of such Interest Period and the Eurodollar
Base Rate initially used to determine such interest rate.
(c) On the Effectiveness Date, upon the effectiveness of the Restated
Credit Agreement (i) each Additional Lender and each Continuing Lender that is
purchasing interests in outstanding Loans pursuant to paragraph (b) above shall
pay the purchase price for the interests purchased by it pursuant to
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such paragraph (b) by wire transfer of immediately available funds to the
Administrative Agent not later than 12:00 Noon (New York time) and (ii) the
Administrative Agent shall pay to each Departing Lender and to each Continuing
Lender that is assigning interests in outstanding Loans pursuant to
paragraph (b) above, out of the amounts received by it pursuant to clause (i) of
this paragraph (c), the purchase price for the interests assigned by it pursuant
to such paragraph (b) by wire transfer of immediately available funds to the
account designated by such Lender to the Administrative Agent not later than
5:00 p.m. (New York time). The Company agrees that if any Lender shall default
in the payment of any amount due from it under this Section 6, the Company shall
promptly pay the defaulted amount to the Administrative Agent by wire transfer
of immediately available funds, together with interest on such amount at the
Base Rate from the Effectiveness Date to the date of payment. Upon any such
payment by the Company, (i) the Company shall be subrogated to all rights of the
assigning Lender against the defaulting Lender and (ii) the Company shall have
the right, at the defaulting Lender's expense, upon notice to the defaulting
Lender and to the Administrative Agent, to require such defaulting Lender to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in Section 12.3 of the Restated Credit Agreement) all its
interests, rights and obligations under the Restated Credit Agreement to another
financial institution which shall assume such interests, rights and obligations;
PROVIDED that (A) no such assignment shall conflict with any law, rule or
regulation or order of any Governmental Authority and (B) the assignee shall pay
to the defaulting Lender, in immediately available funds on the date of such
assignment, the outstanding principal of and interest accrued to the date of
payment on the Loans made or deemed made by such defaulting Lender under the
Restated Credit Agreement, if any, and all other amounts accrued for such
defaulting Lender's account or owed to it under the Restated Credit Agreement.
(d) The Company hereby consents to the assignments and purchases
provided for in paragraphs (b) and (c) above and agrees that each Additional
Lender and Continuing Lender shall have all the rights of a Lender under the
Restated Credit Agreement with respect to the interests purchased by it pursuant
to such paragraphs.
SECTION 7. CONDITIONS. The consummation of the transactions set
forth in Sections 3, 4, 5 and 6 of this Effectiveness Agreement shall be subject
to the satisfaction of the following conditions precedent:
(a) Receipt by the Administrative Agent of the following documents,
each dated as of the Effectiveness Date, in form and substance satisfactory
to the Lenders:
(i) EFFECTIVENESS AGREEMENT. The Company shall have duly
executed and delivered this Effectiveness Agreement to the
Administrative Agent.
(ii) REAFFIRMATION AGREEMENT. The Parent, the Company and each
of its Subsidiaries which is party to any Collateral Document shall
have duly executed and delivered to the Administrative Agent the
Reaffirmation Agreement in the form of Exhibit C hereto.
(iii) CASH COLLATERAL ACCOUNT AGREEMENT. The Company shall have
duly executed and delivered to the Administrative Agent the Cash
Collateral Account Agreement in the form of Exhibit D hereto.
(b) OPINIONS OF COUNSEL. The Administrative Agent and each Lender
shall have received a legal opinion, each dated the Effectiveness Date,
from Graydon, Head and Ritchey, from Weil, Gotshal & Manges LLP and from
Maguire, Voorhis & Wells, P.A., each counsel to the Parent, the Company and
its Subsidiaries, each in form and substance acceptable to the Agents.
(c) CORPORATE DOCUMENTS AND CORPORATE STRUCTURE. The Administrative
Agent and each Lender shall have received copies of the certificate of
incorporation of the Parent and the Company, each as amended, modified or
supplemented to the Effectiveness Date, certified to be true, correct and
complete by the appropriate Secretary of State as of a date not more than
ten days prior to the Effectiveness Date, together with a copy of a good
standing certificate from each such Secretary of State and a good standing
certificate from the Secretary of State (or the equivalent thereof) of each
other State in which each of them is required to be qualified to transact
business, each to be dated a date not more than ten days prior to the
Effectiveness Date.
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(d) CERTIFIED RESOLUTIONS, ETC. The Administrative Agent and each
Lender shall have received:
(i) a certificate of the Secretary or Assistant Secretary of
each of the Parent and the Company dated the Effectiveness Date
certifying (A) the names and true signatures of the incumbent officers
of such Person authorized to sign the applicable Loan Documents,
(B) the bylaws of such Person as in effect on the Effectiveness Date,
(C) the resolutions of such Person's board of directors approving and
authorizing the execution, delivery and performance of all the Loan
Documents executed by such Person on the Effectiveness Date and
(D) that there have been no changes in the certificate of
incorporation of such Person since the date of the most recent
certification thereof by the appropriate Secretary of State; and
(ii) a certificate of the Secretary or Assistant Secretary of
each Subsidiary of the Company that is party to the Reaffirmation
Agreement (which certificates may be combined in a single certificate
for all such Subsidiaries) dated the Effectiveness Date and certifying
(A) the names and true signatures of the incumbent officers of such
Subsidiary authorized to sign the Reaffirmation Agreement and (B) as
to corporate authority and the due authorization, execution and
delivery of the Reaffirmation Agreement by such Subsidiary.
(e) OFFICER'S CERTIFICATE. The Administrative Agent and each Lender
shall have received a certificate executed by an Authorized Officer of the
Company dated the Effectiveness Date stating that (A) all the
representations and warranties of the Company and its Subsidiaries
contained in the Loan Documents are true and correct (other than
representations and warranties that expressly speak only as of a different
date), (B) after giving effect to the execution and delivery of the Loan
Documents to be delivered on the Effectiveness Date by the Parent, the
Company and its Subsidiaries, the funding of the initial Loans and the
consummation of the other Transactions to be consummated on or before the
Effectiveness Date, no Default or Unmatured Default shall have occurred and
be continuing. The Administrative Agent and each Lender shall have
received a certificate executed by an Authorized Officer of the Parent
dated the Effectiveness Date stating that all the representations and
warranties of the Parent contained in the Loan Documents to which it is a
party are true and correct (other than representations and warranties that
expressly speak only as of a different date).
(f) CONSENTS, LICENSES, APPROVAL, ETC. All consents, licenses and
approvals, if any, required in connection with the execution, delivery and
performance by the Parent, the Company and its Subsidiaries of the Loan
Documents to be delivered on the Effectiveness Date or the validity or
enforceability hereof or thereof, or in connection with any of the
transactions effected pursuant hereto or thereto, shall have been obtained
by the Parent, the Company and its Subsidiaries and be in full force and
effect.
(g) FINANCIAL STATEMENTS. The Administrative Agent and each Lender
shall have received the audited consolidated financial statements of the
Parent and its Subsidiaries for the fiscal years ended December 31, 1993,
December 31, 1994, and December 31, 1995 and the unaudited consolidated
financial statements of the Parent and its Subsidiaries for the fiscal
period ended on September 30, 1996.
(h) PRO FORMA BALANCE SHEET, ETC. The Administrative Agent and each
Lender shall have received PRO FORMA consolidated and consolidating
financial statements of the Parent and its Subsidiaries as of and for the
four-fiscal-quarter period ended on September 30, 1996, giving effect to
the Transactions to be effected on the Effectiveness Date, the issuance and
repayment of all indebtedness issued or repaid after September 30, 1996 and
on or prior to the Effectiveness Date, the acquisition and disposition of
all assets acquired or disposed of after September 30, 1996 and on or prior
to the Effectiveness Date and the payment or accrual of all costs and
expenses incurred in connection therewith as if such transactions had
occurred on the first day of such period, certified, to the best of such
officer's knowledge and belief, by an Authorized Officer of the Company and
including a calculation, certified by an Authorized Officer of the Company,
showing compliance with each of the financial ratios set forth in
Section 6.3 of the Restated Credit Agreement as of and for the four-fiscal-
quarter period ended on September 30, 1996, based upon such PRO FORMA
financial statements.
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(i) LEVERAGE RATIO AND SENIOR LEVERAGE RATIO AS OF THE EFFECTIVENESS
DATE. For the twelve-month period ended September 30, 1996, the Leverage
Ratio shall be less than or equal to 6.5 to 1.0 and the Senior Leverage
Ratio shall be less than or equal to 5.0 to 1.0, in each case as
(i) determined on a PRO FORMA consolidated basis after giving effect to the
Transactions as if they occurred on the first day of such period and
(ii) evidenced by a certificate of an Authorized Officer of the Company.
(j) SOLVENCY. The Administrative Agent and each Lender shall have
received a certificate signed by an Authorized Officer of each of the
Parent and the Company, as applicable, containing satisfactory conclusions
as to the Solvency of the Parent, the Company and each of its Subsidiaries
(other than the Excluded Subsidiaries) as of the Effectiveness Date after
giving effect to the Transactions.
(k) LITIGATION. The Lenders shall have determined that there exists
no material pending or threatened litigation or other proceedings involving
the Parent, the Company or any of its Subsidiaries except for such material
litigation or proceedings disclosed on Schedule 5.7 to the Restated Credit
Agreement and with respect to which the Parent or the Company has
established full reserves in its financial statements delivered to the
Administrative Agent and the Lenders pursuant to paragraph (g) above.
(l) CONDITIONS TO ALL CREDIT EVENTS. Each of the conditions
precedent set forth in Section 4.1 of the Restated Credit Agreement (other
than that set forth in Section 4.1(f) thereof) shall be satisfied on the
Effectiveness Date.
(m) ADDITIONAL MATTERS. The Administrative Agent and each Lender
shall have received such other certificates, opinions, documents and
instruments relating to the Transactions as may have been reasonably
requested by the Administrative Agent or any Lender, and all corporate and
other proceedings and all other documents (including, without limitation,
all documents referred to herein and not appearing as exhibits hereto) and
all legal matters in connection with the Transactions shall be satisfactory
in form and substance to the Administrative Agent and the Lenders.
SECTION 8. EFFECTIVENESS. This Effectiveness Agreement shall become
effective when copies hereof which, when taken together, bear the signatures of
each of the parties hereto shall have been received by the Administrative Agent.
This Effectiveness Agreement may not be amended nor may any provision hereof be
waived except pursuant to a writing signed by the Company, the Administrative
Agent, the Documentation Agent, the Syndication Agent, the Issuing Banks and the
Lenders.
SECTION 9. NOTICES. All notices hereunder shall be given in
accordance with the provisions of Section 9.1 of the Restated Credit Agreement.
SECTION 10. APPLICABLE LAW. THIS EFFECTIVENESS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 11. COUNTERPARTS. This Effectiveness Agreement may be
executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract.
SECTION 12. EXPENSES. The Company shall reimburse each Agent for any
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for such Agent, which attorneys
may be employees of such Agent) paid or
6
incurred by such Agent in connection with this Effectiveness Agreement or the
Restated Credit Agreement, including, without limitation, the reasonable fees
and expenses of Cravath, Swaine & Moore.
JACOR COMMUNICATIONS COMPANY
By /s/ R. Christopher Weber
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Title Senior Vice President
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50 E. RiverCenter Blvd.
12th Floor
Covington, KY 41011
Facsimile: (606) 655-9348
Attention: R. Christopher Weber
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent and
Issuing Bank
By /s/ Lawrence Palumbo, Jr.
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Title Vice President
----------------------------------------
THE CHASE MANHATTAN BANK
Administrative Agent
270 Park Avenue
New York, New York 10017
BANQUE PARIBAS,
Individually and as Documentation Agent
and Issuing Bank
By /s/ Steven M. Heinen
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Title Vice President
----------------------------------------
By /s/ Karen E. Coons
-------------------------------------------
Title Vice President
----------------------------------------
227 West Monroe Street
Suite 3300
Chicago, Illinois 60606
Facsimile: (312) 853-6020
Attention: Steve Heinen
Mark Radzik
Banque Paribas, Media Group
Equitable Tower
787 7th Avenue
32nd Floor
New York, New York 10019
Facsimile: (212) 841-2369
Attention: Eileen Burke
Salo Aizenberg
7
BANK OF AMERICA ILLINOIS,
Individually and as Syndication Agent
and Issuing Bank
By /s/ Eric A. Schubert
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Title Managing Director
----------------------------------------
231 South La Salle Street
14th Floor
Chicago, Illinois 60697
Facsimile: (312) 828-3555
Attention: Kevin Morrison
ABN AMRO BANK N.V
By /s/ James J. Johnston
-------------------------------------------
Title Vice President
----------------------------------------
By /s/ Mary L. Honda
-------------------------------------------
Title Vice President
----------------------------------------
135 South La Salle Street, Suite 425
Chicago, Illinois 60674-9135
Facsimile: (312) 606-8425
Attention: Joanna Riopelle and
James Johnston
THE BANK OF NEW YORK
By /s/ Brendan Nedzi
-------------------------------------------
Title Senior Vice President
----------------------------------------
One Wall Street, 16th Floor
New York, New York 10286
Facsimile: (212) 635-8593
Attention: Brendan Nedzi
THE BANK OF NOVA SCOTIA
By /s/ Vincent J. Fitzgerald, Jr.
-------------------------------------------
Title Authorized Signatory
----------------------------------------
One Liberty Plaza
New York, New York 10006
Facsimile: (212) 225-5090
Attention: Paul Weissenberger
CAISSE NATIONALE DE CREDIT AGRICOLE
By /s/ David Bouhl, F.V.P.
-------------------------------------------
Title Head of Corporate Banking Chicago
----------------------------------------
55 East Monroe Street
Chicago, Illinois 60603-5702
Facsimile: (312) 372-2830
Attention: Leslie McMillan
8
C.I.B.C., INC.
By /s/ Reid J. Murray
-------------------------------------------
Title Managing Director
----------------------------------------
425 Lexington Avenue
New York, New York 10017
Facsimile: (212) 856-3558
Attention: William Healy
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Stephen C. Levi
-------------------------------------------
Title Vice President
----------------------------------------
1301 Avenue of the Americas
New York, New York 10019
Facsimile: (212) 261-3318
Attention: Stephen Levi
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES
By /s/ Jane A. Majeski
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Title Vice President
----------------------------------------
By /s/ William E. Lambert
-------------------------------------------
Title Assistant Vice President
----------------------------------------
75 Wall Street, 29th Floor
New York, New York 10005-2889
Facsimile: (212) 429-2129
Attention: Jane Majeski
FIRST BANK NATIONAL ASSOCIATION
By /s/ Robert W. Miller
-------------------------------------------
Title Vice President
----------------------------------------
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402
Facsimile: (612) 973-0824
Attention: Robert Miller, MPFP0905
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Robert F. Milordi
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Title Managing Director
----------------------------------------
100 Federal Street
Boston, Massachusetts 02110
Facsimile: (617) 434-3401
Attention: Rob Milordi
9
FLEET BANK, N.A.
By /s/ Adam Bester
-------------------------------------------
Title Senior Vice President
----------------------------------------
175 Water Street, 28th Floor
New York, New York 10038
Facsimile: (212) 602-2663
Attention: Adam Bester
ING CAPITAL ADVISORS, INC.
By /s/ Michael D. Hatley
-------------------------------------------
Title Vice President
----------------------------------------
333 South Grand Avenue,
Suite 400
Los Angeles, California 90071
Facsimile: (213) 626-6552
Attention: Mike Hatley
KEYBANK NATIONAL ASSOCIATION
By /s/ Michael Stark
-------------------------------------------
Title Assistant Vice President
----------------------------------------
127 Public Square
OH-01-27-0602
Cleveland, Ohio 44114-1306
Facsimile: (216) 689-4666
Attention: Michael Stark
KEYPORT LIFE INSURANCE CO.
By /s/ Daniel Yin
-------------------------------------------
Title Assistant Vice President
----------------------------------------
1166 Avenue of the Americas
27th Floor
New York, New York 10036
Facsimile: (212) 278-9619
Attention: Gregory L. Smith
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD., CHICAGO BRANCH
By /s/ Brady S. Sadek
-------------------------------------------
Title Vice President and Deputy General Manager
----------------------------------------
190 South La Salle Street, Suite 800
Chicago, Illinois 60603
Facsimile: (312) 704-8505
Attention: Brady S. Sadek and
Tom Sterr
10
MEDICAL LIABILITY MUTUAL INSURANCE
By /s/ Wayne Kahle
-------------------------------------------
Title Vice President and Controller
----------------------------------------
1166 Avenue of the Americas
27th Floor
New York, New York 10036
Facsimile: (212) 278-9619
Attention: Gregory L. Smith
MELLON BANK, N.A.
By /s/ Michael Hrycenko
-------------------------------------------
Title Vice President
----------------------------------------
One Mellon Bank Center, Room 4440
Pittsburgh, Pennsylvania 15258
Facsimile: (412) 234-6375
Attention: Michael Hrycenko
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By /s/ Anthony R. Clemente
-------------------------------------------
Title Authorized Signatory
----------------------------------------
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Facsimile: (609) 282-2756
Attention: Anthony R. Clemente
MERRILL LYNCH PRIME RATE PORTFOLIO
BY MERRILL LYNCH ASSET MANAGEMENT, L.P., as
Investment Adviser
By /s/ Anthony Clemente
-------------------------------------------
Title Authorized Signatory
----------------------------------------
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Facsimile: (609) 282-2756
Attention: Anthony R. Clemente
ML CBO IV (CAYMAN) LTD.
BY PROTECTIVE ASSET MANAGEMENT, L.L.C. as
Collateral Manager
By /s/ James Dondero
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Title President
----------------------------------------
13455 Noel Road
2 Galleria Tower, Suite 1150
Dallas, Texas 75240
Facsimile: (972) 233-4343
Attention: Mark Okada
11
MORGAN GUARANTY TRUST COMPANY
By /s/ Jeffrey Hwang
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Title Vice President
----------------------------------------
60 Wall Street, 22nd Floor
New York, New York 10260-0060
Facsimile: (212) 648-5018
Attention: Sandra Kurek
NATIONSBANK OF TEXAS, N.A.
By /s/ Roselyn Raid
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Title Vice President
----------------------------------------
901 Main Street, 64th Floor
Dallas, Texas 75202
Facsimile: (214) 508-0988
Attention: Roselyn Reid
OCTAGON CREDIT INVESTOR LOAN PORTFOLIO
(a unit of The Chase Manhattan Bank)
By /s/ Andrew D. Gordon
-------------------------------------------
Title Managing Director
----------------------------------------
380 Madison Avenue, 12th Floor
New York, New York 10017
Facsimile: (212) 622-3797
Attention: Andrew Gordon
PILGRIM AMERICA PRIME RATE TRUST
By /s/ Thomas C. Hunt
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Title Portfolie Analyst
----------------------------------------
40 North Central Avenue, Suite 1200
Phoenix, Arizona 85004-4424
Facsimile: (602) 417-8327
Attention: Thomas Hunt
PNC BANK, NATIONAL ASSOCIATION
By /s/ Tom Partridge
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Title Assistant Vice President
----------------------------------------
500 West Madison Street, Suite 3140
Chicago, Illinois 60661
Facsimile: (312) 906-3420
Attention: Jim De Vries
12
PRIME INCOME TRUST
By /s/ Rafael Scolari
-------------------------------------------
Title Vice President
----------------------------------------
Dean Witter Intercapital
c/o Prime Income Trust
Two World Trade Center
New York, New York 10048
Facsimile: (212) 392-5345
Attention: Rafael Scolari
SENIOR DEBT PORTFOLIO BY BOSTON MANAGEMENT AND
RESEARCH AS INVESTMENT ADVISER
By /s/ Scott Page
-------------------------------------------
Title Vice President
----------------------------------------
24 Federal Street
6th Floor
Boston, Massachusetts 02110
Facsimile: (617) 695-9594
Attention: Scott Page
UNION BANK OF CALIFORNIA, N.A.
By /s/ Christopher A. Wilson
-------------------------------------------
Title Vice President
----------------------------------------
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Facsimile: (213) 236-5747
Attention: Kevin Sampson
VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME
TRUST
By /s/ Jeffrey W. Maillet
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Title Senior Vice President and Director
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One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Facsimile: (630) 684-6740
Attention: Jeffrey Maillet
SCHEDULE 1
Lenders
Departing Lenders: None
Continuing Lenders: The Chase Manhattan Bank, Bank of America Illinois,
Banque Paribas, The First National Bank of Boston, The
Bank of New York, CIBC, The Bank of Nova Scotia, Morgan
Guaranty Trust, KeyBank National Association, Union
Bank of California, N.A., ABN AMRO Bank N.V., Caisse
Nationale De Credit Agricole, Credit Lyonnais, Mellon
Bank, N.A., Dresdner Bank AG, First Bank National
Association, NationsBank of Texas, N.A., Pilgrim
America Prime Rate Trust, Chancellor Senior Secured
Management, Prime Income Trust, Senior Debt Portfolio,
ING Capital Advisors, Inc., Merrill Lynch Senior
Floating Rate Fund, Inc., Merrill Lynch Prime Rate
Portfolio, ML CBO IV (Cayman) Ltd., Van Kampen American
Capital Prime Rate Income Trust, Octagon Credit
Investor Loan Portfolio
Additional Lenders: Fleet Bank, N.A., The Long-Term Credit Bank of Japan
Ltd., PNC Bank, National Association