EXHIBIT 10.15
WAIVER AND FIRST AMENDMENT, dated as of August 13, 2001 (this "Waiver and
First Amendment"), among Formica Corporation, a Delaware corporation (the
"Company"), Formica Limited, a company incorporated under the laws of England
and Wales (the "U.K. Revolver Borrower"), Formica Holdco (UK) Limited, a
company incorporated under the laws of England and Wales (the "U.K. Term
Borrower"), Formica Canada, Inc., a corporation organized and existing under
the laws of Canada (the "Canadian Borrower"), Formica S.A., a societe anonyme
organized and existing under the laws of the French Republic (the "French
Revolver Borrower"), Formica Espanola S.A., a sociedad anonima organized and
existing under the laws of the Kingdom of Spain (the "Spanish Revolver
Borrower"; and collectively with the Company, the U.K. Revolver Borrower, the
U.K. Term Borrower, the Canadian Borrower, the French Revolver Borrower and the
Spanish Revolver Borrower, the "Borrowers"), the various financial institutions
as are or may become parties hereto (including the PSM Lenders (as defined in
the Amendment Agreement referred to below) collectively, the "Lenders"), DLJ
Capital Funding, Inc. ("DLJ"), as syndication agent (the "Syndication Agent")
for the Lenders, Bankers Trust Company ("BTCo"), as administrative agent (the
"Administrative Agent") for the Lenders, and Credit Suisse First Boston
("CSFB"), as documentation agent (the "Documentation Agent") for the Lenders
(the Syndication Agent, the Administrative Agent and the Documentation Agent
are sometimes referred to herein individually as an "Agent" and collectively as
the "Agents").
The Borrowers, the Lenders and the Agents are parties to the Second
Amended and Restated Credit Agreement, dated as of May 26, 2000 (the "Original
Credit Agreement"; and following the Effective Date (as hereinafter defined),
as amended by this Waiver and First Amendment, and as it may be further
amended, modified or supplemented from time to time thereafter, the "Credit
Agreement") pursuant to which the Lenders have advanced Loans and the Issuers
have issued Letters of Credit (as such terms are defined in the Original Credit
Agreement) to the Borrowers upon the terms and conditions set forth therein.
The Borrowers have requested that the Lenders waive certain financial
covenant Defaults under the Credit Agreement for the period from the Effective
Date (as hereinafter defined) until November 9, 2001 (the "Waiver Period") and
amend certain other terms and conditions of the Original Credit Agreement, as
set forth below.
Accordingly, for good and valuable consideration, the receipt and adequacy
of which hereby are acknowledged, and subject to the fulfillment of the
conditions set forth below, the parties hereto hereby agrees as follows:
1. Defined Terms. Unless otherwise specifically defined herein, all
capitalized terms used herein shall have the respective meanings set forth in
the Credit Agreement.
2. Waiver. The Required Lenders hereby waive compliance by the Company
during the Waiver Period with the financial covenants set forth in Section
7.2.4 of the Original Credit Agreement; provided, however, that the
effectiveness of this waiver shall not permit an Authorized Officer of the
Company to deliver to the Administrative Agent (and the Company agrees that,
during the Waiver Period, it shall not deliver) a compliance certificate in the
manner contemplated under
Section 7.2.6(c)(iii) of the Credit Agreement. The waiver contained in this
Section 2 is expressly limited to the covenants and time period set forth
herein.
3. Amendments. Effective as of the Effective Date, the Original Credit
Agreement is hereby amended as follows:
(a) Section 1.1 of the Original Credit Agreement is hereby amended by
adding the following new defined terms and placing them in their respective
appropriate alphabetical locations:
"'Month' means a calendar month."
"'PIK Principal Amount' has the meaning set forth in the defined term
"Special Margin".
"'Special Margin' means, with respect to the outstanding principal
amount of any Loan outstanding during the Waiver Period, an additional
interest charge equal to 4.00% per annum, of which 1.00% shall be payable
in cash and 3.00% (the "PIK Principal Amount"), which shall be added to
the principal amount of the applicable Loans on the date upon which other
interest is payable on such Loan; provided, that PIK Principal Amount
shall not be considered as part of the outstanding principal of any Loans
when calculating whether the Loans exceed any applicable Commitment Amount
hereunder."
"'Significant Transaction' means any transaction or series of
transactions involving (i) the incurrence, sale or issuance by the Company
or any of its Restricted Subsidiaries of any Debt (other than the
incurrence of (a) intercompany Indebtedness permitted under Section
7.2.2(e) of the Credit Agreement and (b) Indebtedness of Non-U.S.
Subsidiaries permitted under Section 7.2.2(h) of the Credit Agreement to
the extent such Indebtedness is incurred under lines of credit or
commitments in existence as of the date hereof, whether drawn or undrawn,
or extensions, renewals or replacements thereof that do not increase the
aggregate principal amounts available thereunder), (ii) the sale or
issuance by the Company, FMH or Holdings to any Person of any of its
Capital Stock or any warrants or options with respect to its Capital Stock
or the exercise of any such warrants or options, (iii) the sale, transfer
or other disposition of any assets of the Company or any of its Restricted
Subsidiaries other than dispositions of inventory and equipment in the
ordinary course of business, Investments permitted under Section 7.2.5(c)
(to the extent permitted as Indebtedness in clause (i) of this
definition), Section 7.2.5(d) and Section 7.2.5(e) of the Credit
Agreement, transactions permitted under Section 7.2.9(a)(iii) and Section
7.2.9(d) of the Credit Agreement or other dispositions involving less than
$250,000 in the aggregate, (iv) the liquidation, dissolution,
consolidation with or merger with or into, any corporation, or the
purchase or acquisition of all or substantially all the assets of any
other Person, or (v) the modification, supplement, amendment or
restatement of any Restricted Agreement."
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"'Waiver Period' means the period from August 13, 2001 until 5:00 pm
(New York City time) on November 9, 2001."
(b) The defined term "Applicable Margin" appearing in Section 1.1 of the
Original Credit Agreement is hereby amended by adding immediately following the
phrase "the applicable periods set forth below" the phrase "the Special Margin,
plus".
(c) Section 2.1.4 of the Original Credit Agreement is hereby amended by
(i) deleting the word "or" appearing at the end of clause (c) thereto, (ii)
deleting the period at the end of clause (d) thereto and substituting therefor
"; or", and (iii) adding the following new clause (e):
"(e) any Revolving Loan or Swing Line Loan during the Waiver Period."
(d) Section 2.1.5 of the Original Credit Agreement is hereby amended by
(i) deleting the word "or" appearing at the end of clause (b) thereto, (ii)
deleting the period at the end of clause (c) thereto and substituting therefor
" or", and (iii) adding the following new clause (d):
"(d) on any day during the Waiver Period, the aggregate amount of all
Letter of Credit Outstandings, would exceed the aggregate amount of all
Letter of Credit Outstandings as of August 13, 2001 (except for increases
relating to extensions or renewals of existing stand-by Letters of Credit
that either (x) are in amounts that are not material, in the reasonable
judgment of the Issuer thereof, or (y) with respect to any Foreign
Currency Issuer, have been cash collateralized in a manner reasonably
acceptable to such Issuer) ."
(e) Section 2.6 of the Original Credit Agreement is hereby amended by
deleting the period at the end of such section and adding at the end such
section the following:
"provided further, however, that during the Waiver Period, the Borrower
may not deliver, and the Administrative Agent, shall not accept, any
Continuation/Conversion Notice in respect of Fixed Rate Loans being
continued as, or Base Rate Loans being converted to, Fixed Rate Loans that
request an Interest Period greater than one month."
(f) Section 3.2.2 of the Original Credit Agreement is hereby amended by
(i) deleting the caption "Post-Maturity Rates" and substituting therefor the
caption "Default and Post-Maturity Rates", (ii) deleting the phrase "After the
date any principal amount" appearing on the first line thereof and substituting
therefor the phrase "During the continuance of an Event of Default or after the
date any amount", and (iii) adding the parenthetical "(in cash)" following the
phrase "such Borrower shall pay" appearing on the fifth line thereof.
3
(g) Section 7.1.1 of the Original Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (i) thereof, (ii) re-lettering
clause (j) thereof as clause (k), and (iii) adding the following new clause (j)
thereto:
"(j) as soon as available and in any event within 20 days after the
end of each Month (or, with respect to the last Month of each Fiscal
Quarter, 30 days), an unaudited consolidated balance sheet of the Company
and its Subsidiaries as of the end of such Month, together with unaudited
consolidated statements of operations for such Month, unaudited
consolidated statements of cash flows for such Month, EBITDA calculations
for such Month, actual working capital amounts for such Month compared
against prior working capital projections, and projected cash flows for
the immediately following three Month period, all certified by the
president, chief executive officer, treasurer, assistant treasurer,
controller or chief financial Authorized Officer of the Company; and"
(h) Section 7.2.6 of the Original Credit Agreement is hereby amended by
deleting the parenthetical appearing at the end of clause (c)(i) thereto.
(i) Section 7.2.11 of the Original Credit Agreement is hereby amended by
deleting clause (iii) appearing therein in its entirety and substituting
therefor the following new clause (iii):
"(iii) enter into and perform their obligations under arrangements with
the Institutional Investors and their Affiliates for underwriting,
investment banking and advisory services on usual and customary terms and,
solely with respect to the type of transactions described in clauses (i)
through (iii) of the defined term 'Significant Transactions', pay
reasonable and customary fees to the extent approved in advance by the
Administrative Agent (such approval not to be unreasonably withheld) in
connection therewith (provided, further, that, other than such fees, the
Company may not pay any management, advisory or other fees or expenses
(other than the reimbursement of reasonable third party out-of-pocket
expenses but only so long as no Default or Event of Default is continuing)
of any kind or nature to the Institutional Investors and their Affiliates)
and"
(j) Section 8.1 of the Original Agreement is hereby amended by adding the
following new subsection 8.1.12:
"SECTION 8.1.12. Significant Transactions. During the Waiver Period,
the Company or any other Borrower enters into a Significant Transaction or
enters into an agreement with another Person that contemplates the
consummation of a Significant Transaction, in each case, without the prior
written consent of the Required Holders."
(k) Section 11.11 of the Original Credit Agreement is hereby amended by
(i) deleting the phrase "with the written consents of the Company, the
Administrative Agent, the Syndication
4
Agent" appearing on the first and second lines of clause (a) thereof and
substituting therefor the phrase "with the written consent of the
Administrative Agent", and (ii) deleting the phrase "unless the Company, the
Administrative Agent and the Syndication Agent otherwise agree" appearing on
the eighth and ninth lines of the principal paragraph following clause (b), and
substituting therefor the phrase "unless the Administrative Agent otherwise
agrees".
4. Additional Security Agreements and Documents. The Company and each
other Borrower hereby agrees to cooperate in the diligence, feasibility
analysis, negotiation and preparation, each, at their sole cost and expense, of
such additional documents and agreements as may be necessary or desirable, in
the reasonable judgment of counsel to the Lenders, to create and perfect
security interests in the Administrative Agent reasonably promptly following
the expiration of the Waiver Period in (x) all bank accounts and all
certificated securities held as short term investments and located outside of
the United States, (y) all other the assets (including stock or equity
interests) of the Company and the other Borrowers; provided, that, the creation
and perfection of such security interests shall not result in material
additional costs or taxes payable by the Company and its subsidiaries on a
consolidated basis. The Company acknowledges and agrees that the failure of the
Company or any other Obligor to perform or observe the terms of this Section 4
shall constitute an Event of Default under to Section 8.1.4 of the Credit
Agreement.
5. Cash Management and Opinions. (a) The Company hereby agrees, at its
sole cost and expense, to take, or cause to be taken, any and all actions and
execute all documents and agreements as may be necessary or desirable, in the
reasonable judgment of counsel to the Lenders, to create and perfect security
interests in the Administrative Agent in all of the Borrowers' bank accounts
and all certificated securities held as short term investments and located in
the United States, including the execution and delivery of control agreements
and such other actions deemed necessary or advisable in the judgment of counsel
to the Lenders to consummate such arrangements as promptly as possible, and in
any event prior to the expiration of the Waiver Period.
(b) The Company hereby agrees, at its sole cost and expense, to arrange
the delivery of an opinion of counsel relating to the creation and perfection
of the Administrative Agent's security interest in the Company's registered
trademarks, copyrights, and issued patents associated with the Formica Business
as promptly as possible, and in any event prior to September 13, 2001.
(c) The Company acknowledges and agrees that the failure of the Company or
any other Obligor to perform or observe the terms of this Section 5 shall
constitute an Event of Default under to Section 8.1.4 of the Credit Agreement.
6. Resignation of Syndication Agent and Documentation Agent. Effective as
of the Effective Date, DLJ hereby resigns from its capacity as Syndication
Agent under the Credit Agreement and CSFB hereby resigns from its capacity as
Documentation Agent under the Credit Agreement. The Lenders hereby agree that
all ongoing rights, duties or responsibilities of the Syndication Agent or
Documentation Agent under the Credit Agreement are hereby eliminated and
terminated in full and, accordingly, no successors are or shall be appointed in
such capacities. Each
5
reference in the Credit Agreement to "the Agents" shall, as of the Effective
Date, be deemed to mean solely the Administrative Agent.
7. Waiver Fee. On the Effective Date, the Company hereby agrees to pay to
the Administrative Agent, for the pro rata benefit of each Lender who has
executed this Waiver and First Amendment on or prior to the Effective Date, a
waiver fee ("Waiver Fee") in the amount of 0.375% of the principal amount of
Loans and Letter of Credit Outstandings attributable to each such Lender as of
the Effective Date.
8. Representations and Warranties. The Company and each other Borrower
represents and warrants to each Lender, as of the Effective Date, that:
(a) The Company and each Borrower has full power and authority and
holds all requisite governmental licenses, permits and other approvals to
enter into this Waiver and First Amendment;
(b) The execution and delivery by the Company and each Borrower of
this Waiver and First Amendment and the performance by each of them of
this Waiver and First Amendment and the Credit Agreement, as amended by
this Waiver and First Amendment, are within the Company's and each such
Obligor's company powers, have been duly authorized by all necessary
company action, and do not contravene the Company's or any such Obligor's
Charter Documents, contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or affecting
the Company or any such Obligor, or result in, or require the creation or
imposition of, any Lien on any of the Company's or any other Obligor's
properties, except pursuant to the terms of a Loan Document.
(c) This Waiver and First Amendment and the Credit Agreement, as
amended by this Waiver and First Amendment, constitutes the legal, valid
and binding obligations of each Borrower, enforceable in accordance with
their respective terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law).
(d) As of the Effective Date, after giving effect to the waiver and
amendments contained in this Waiver and First Amendment, (i) the Company
and each other Obligor is in full compliance with all of the various
covenants and agreements set forth in the Credit Agreement and each of the
Loan Documents; (ii) no event has occurred and is continuing that
constitutes or would constitute a Default or Event of Default, (iii) all
representations and warranties in the Credit Agreement and other Loan
Documents are true and correct in all material respects as of the date
hereof as though made as of the date hereof, and (iv) no default or event
of default exists under the Senior Subordinated Debt Documents.
9. Conditions to Effectiveness. The waivers and amendments contained
herein shall not become effective until the Administrative Agent shall
determine that each of the following
6
conditions precedent shall have been satisfied on or prior to such Business Day
(the "Effective Date"):
(a) Counterparts of this Waiver and First Amendment shall have been
duly executed and delivered on behalf of the Company, each of the other
Borrowers, DLJ, CSFB, the Administrative Agent, and the Required Lenders.
(b) The Agent shall have received the Waiver Fee.
10. Ratification of Effectiveness. The term "Agreement", "hereof",
"herein" and similar terms as used in the Original Credit Agreement, and
references in the other Loan Documents to the Original Credit Agreement shall
mean and refer to, from and after the Effective Date, the Original Credit
Agreement as amended by this Waiver and First Amendment. The Company and each
other Borrower hereby ratifies and confirms that the Credit Agreement, as
amended by this Waiver and First Amendment, remains in full force and effect in
accordance with its terms.
11. Execution in Counterparts. This Waiver and First 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.
12. Governing Law; Entire Agreement. THIS WAIVER AND FIRST AMENDMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK. This Waiver and First Amendment, the Credit Agreement and
the other Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.
7
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and First
Amendment to be executed by their respective authorized officers as of the date
and year first above written.
FORMICA CORPORATION
By: /s/ David Schneider
---------------------------------
Name: David Schneider
Title: CFO, Vice President &
Secretary
FORMICA LIMITED
By: /s/ David Schneider
---------------------------------
Name: David Schneider
Title: CFO, Vice President &
Secretary
FORMICA HOLDCO (UK) LIMITED
By: /s/ David Schneider
---------------------------------
Name: David Schneider
Title: CFO, Vice President &
Secretary
FORMICA CANADA, INC.
By: /s/ David Schneider
---------------------------------
Name: David Schneider
Title: CFO, Vice President &
Secretary
FORMICA S.A.
By: /s/ David Schneider
---------------------------------
Name: David Schneider
Title: CFO, Vice President &
Secretary
FORMICA ESPANOLA S.A.
By: /s/ David Schneider
---------------------------------
Name: David Schneider
Title: CFO, Vice President &
Secretary
BANKERS TRUST COMPANY,
as Administrative Agent and as a
Lender
By: /s/ Gregory P. Shefrin
---------------------------------
Name: Gregory P. Shefrin
Title: Director
DLJ CAPITAL FUNDING, INC.,
as resigning Syndication Agent
By: /s/ Dana F. Klein
---------------------------------
Name: Dana F. Klein
Title: Director
CREDIT SUISSE FIRST BOSTON,
as resigning Documentation Agent
and as a Lender
By: /s/ Bill O'Daly
---------------------------------
Name: Bill O'Daly
Title: Vice President
/s/ David M. Koczan
---------------------------------
Assistant Vice President
ABN-AMRO BANK N.V.
By: /s/ Judith M. Bresnen
---------------------------------
Name: Judith M. Bresnen
Title: Group Vice President
By: /s/ John M. Pastore
---------------------------------
Name: John M. Pastore
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By: /s/ John W. Campbell
---------------------------------
Name: John W. Campbell
Title: Managing Director
BANK ONE, NA
By: /s/ Steven F. Smith
---------------------------------
Name: Steven F. Smith
Title: First Vice President
BAYERISCHE HYPO-UND VEREINSBANK AG
NEW YORK BRANCH
By: /s/ Salvatore Esposito
---------------------------------
Name: Salvatore Esposito
Title: Director
By: /s/ Michael D. Novellino
---------------------------------
Name: Michael D. Novellino
Title: Assoc. Director
BHF (USA) CAPITAL CORPORATION
By: /s/ Dana L. McDougall
---------------------------------
Name: Dana L. McDougall
Title: Vice President
By: /s/ Richard Cameron
---------------------------------
Name: Richard Cameron
Title: Vice President
BOEING CAPITAL CORPORATION
By: /s/ James C. Hammersmith
---------------------------------
Name: James C. Hammersmith
Title: Senior Documentation
Officer
CITY NATIONAL BANK
By: /s/ Edward Vassallo
---------------------------------
Name: Edward Vassallo
Title: V.P.
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Linda D. Tulloch
---------------------------------
Name: Linda D. Tulloch
Title: Vice President
FIRSTAR BANK, N.A.
By: /s/ Thomas W. Cherry
---------------------------------
Name: Thomas W. Cherry
Title: Vice President
Attorney in Fact
FOOTHILL INCOME TRUST II L.P.
By: FIT II G.P. LLC, its general
partner
By: /s/ Edward Stearns
---------------------------------
Name: Edward Stearns
Title: Managing Member
FRANKLIN FLOATING RATE TRUST
By: /s/ Chauncey Lufkin
---------------------------------
Name: Chauncey Lufkin
Title: Vice President
FRANKLIN CLO I, LTD.
By: /s/ Chauncey Lufkin
---------------------------------
Name: Chauncey Lufkin
Title: Vice President
HELLER FINANCIAL, INC.
By: /s/ David R. Campbell
---------------------------------
Name: David R. Campbell
Title: Vice President
HSBC BANK USA
By: /s/ John P. Northington
---------------------------------
Name: John P. Northington
Title: VP
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc.,
Its Collateral Manager
By: /s/ John G. Lapham, III
---------------------------------
Name: John G. Lapham, III
Title: Authorized Agent
KZH SOLEIL, LLC
By: /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH SOLEIL-2, LLC
By: /s/ Susan Lee
---------------------------------
Name: Susan Lee
Title: Authorized Agent
LIBERTY-STEIN ROE ADVISOR FLOATING
RATE ADVANTAGE FUND
By: Stein Roe & Farnham Incorporated,
As Advisor
By: /s/ James R. Fellows
---------------------------------
Name: James R. Fellows
Title: Sr. Vice President &
Portfolio Manager
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ James R. Fellows
---------------------------------
Name: James R. Fellows
Title: Sr. Vice President
Stein Roe & Farmham
Incorported, as Advisor
to the Stein Roe Floating
Rate Limited Liability
Company
MORGAN STANLEY PRIME INCOME TRUST
By: /s/ Peter Gewirtz
---------------------------------
Name: Peter Gewirtz
Title: Vice President
MOUNTAIN CAPITAL CLO II LTD.
By: /s/ Darren P. Riley
---------------------------------
Name: Darren P. Riley
Title: Director
NORTHWOODS CAPITAL, LIMITED
By: Angelo, Gordon & Co., L.P.,
as Collateral Manager
By: /s/ John W. Fraser
---------------------------------
Name: John W. Fraser
Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED
By: Angelo, Gordon & Co., L.P.,
as Collateral Manager
By: /s/ John W. Fraser
---------------------------------
Name: John W. Fraser
Title: Managing Director
THE PROVIDENT BANK
By: /s/ Nick Jevic
---------------------------------
Name: Nick Jevic
Title: Senior Vice President
TRANSAMERICA BUSINESS CAPITAL
CORPORATION
By: /s/ Stephen K. Goetschius
---------------------------------
Name: Stephen K. Goetschius
Title: Senior Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory
Corp.
By: /s/ Douglas L. Winchell
---------------------------------
Name: Douglas L. Winchell
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory
Corp.
By: /s/ Douglas L. Winchell
---------------------------------
Name: Douglas L. Winchell
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory
Corp.
By: /s/ Douglas L. Winchell
---------------------------------
Name: Douglas L. Winchell
Title: Vice President
VAN KAMPEN CLO I, LIMITED
By: Van Kampen Management Inc., as
Collateral Manager
By: /s/ Douglas L. Winchell
---------------------------------
Name: Douglas L. Winchell
Title: Vice President
VAN KAMPEN CLO II, LIMITED
By: Van Kampen Management Inc., as
Collateral Manager
By: /s/ Douglas L. Winchell
---------------------------------
Name: Douglas L. Winchell
Title: Vice President
FLEET NATIONAL BANK, Successor in
interest to Summit Bank
By: /s/ Richard F. Napierkowski
---------------------------------
Name: Richard F. Napierkowski
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ David Fraenkel
---------------------------------
Name: David Fraenkel
Title: Vice President
ELC (CAYMAN) LTD. 1999-II
By: /s/ Amos Beason
---------------------------------
Name: Amos Beason
Title: Director
ELC (CAYMAN) LTD. 1999-III
By: /s/ Amos Beason
---------------------------------
Name: Amos Beason
Title: Director
ELC (CAYMAN) LTD. 2000-I
By: /s/ Amos Beason
---------------------------------
Name: Amos Beason
Title: Director
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: /s/ Amos Beason
---------------------------------
Name: Amos Beason
Title: Director
EATON VANCE CDO II, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE CDO III, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE CDO IV, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President
GRAYSON & CO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
---------------------------------
Name: Payson F. Swaffield
Title: Vice President