Exhibit 10.39
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") dated as of
December 18, 2002, among Herbalife International, Inc. ("BORROWER"); WH
Holdings (Cayman Islands) Ltd. ("HOLDINGS"); WH Intermediate Holdings Ltd.
("PARENT"); WH Luxembourg Holdings S.a.R.L. ("LUXEMBOURG HOLDINGS"); WH
Luxembourg Intermediate Holdings S.a.R.L. ("LUXEMBOURG INTERMEDIATE HOLDINGS")
and WH Luxembourg CM S.a.R.L. ("LUXEMBOURG CM," and together with Luxembourg
Holdings and Luxembourg Intermediate Holdings, the "LUXCOS"); each of the
Subsidiary Guarantors listed on the signature pages hereto (together with
Holdings, Parent and the LuxCos, the "GUARANTORS"); the Lenders party hereto;
and UBS AG, Stamford Branch, as administrative agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT").
RECITALS
WHEREAS, the Borrower, the Guarantors, the Lenders and the
Administrative Agent entered into the Credit Agreement dated as of July 31, 2002
(as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement");
WHEREAS, the Borrower desires to provide for a $40.0 million prepayment
of the Term Loans on or before December 30, 2002, and and to provide for certain
other amendments specified herein to be effective as of the date hereof, subject
to satisfaction of each of the conditions precedent specified herein; WHEREAS,
the Borrower, the Guarantors, the Lenders and the Administrative Agent have
agreed to amend the Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises made hereunder, and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
Section 1. Definitions. Unless otherwise expressly defined herein, all
capitalized terms used herein and defined in the Credit Agreement shall be used
herein as so defined. Unless otherwise expressly stated herein, all Section and
Article references herein shall refer to Sections and Articles of the Credit
Agreement.
Section 2. Amendment to Section 1.01 regarding definition of Senior
Leverage Ratio and Excess Cash Flow. Section 1.01 is hereby amended as follows:
(a) By adding the following new definition thereto in alphabetical:
"SENIOR LEVERAGE RATIO" means, as of the last day of the most recently
ended fiscal quarter or fiscal year end, as the case may be, of Parent for which
financial statements shall have been delivered, the ratio (expressed as a
fraction where appropriate) of: (a) Consolidated Indebtedness (less the Senior
Subordinated Notes and any other subordinated indebtedness subordinated to the
Loans on terms reasonably satisfactory to
the Required Lenders) of Parent on such date to (b) Consolidated EBITDA of
Parent computed for the period consisting of such fiscal quarter and each of the
three immediately preceding fiscal quarters."; and
(b) By deleting in its entirety clause (g) of the definition of Excess
Cash Flow, and amending it to read as follows:
"(g) permanent repayments of Indebtedness (other than subordinated
indebtedness, including the Senior Subordinated Notes) made by Parent and its
Consolidated Subsidiaries during such fiscal year (including payments of
principal in respect of the Revolving Loans to the extent there is an equivalent
reduction in the Revolving Commitments hereunder); but only to the extent such
repayments are permitted hereunder and do not occur in connection with a
refinancing of all or any portion of the Loans; minus"
Section 3. Application of Prepayment. (a) Borrower hereby agrees to
make an optional prepayment in the amount of $20.0 million (together with
accrued interest thereon) on or before December 30, 2002. The parties hereby
agree that such prepayment shall be deemed and treated for all purposes under
the Credit Agreement as an optional prepayment of the Term Loans pursuant to
Section 2.10(h). In connection therewith, the Borrower hereby requests and
instructs that such principal amounts be applied to prepay the December 31, 2002
and March 31, 2003 amortization payments in full, and the balance of $5.0
million be applied toward the June 30, 2003 amortization payment.
(b) Borrower hereby agrees to make an additional optional prepayment
of $20.0 million (together with accrued interest thereon) on or before December
30, 2002. The parties hereby agree that such prepayment shall be deemed and
treated for all purposes under the Credit Agreement as an optional prepayment of
the Term Loans pursuant to Section 2.10(h). In connection therewith, such
principal prepayment shall be applied pro rata against the remaining scheduled
installments (after giving effect to clause (a) above) of principal due in
respect of the Term Loans under Section 2.09.
(c) Upon completion of the prepayments referenced in clauses (a) and
(b) above, the parties agree that Annex I shall be automatically amended by
deleting the same from the Credit Agreement, and replacing it with Annex I
hereto
(d) The parties hereby confirm and agree that upon completion of the
above payments, the Borrower will have satisfied the Excess Cash Flow
prepayments required by Section 2.10(g) (as amended hereby) with respect to the
Borrower's fiscal year ended 2002, and hereby confirm that no further Excess
Cash Flow payments shall be due in respect of the fiscal year ended 2002.
Section 4. Amendment to Section 6.06(g) Regarding Monitoring Fees.
Section 6.06(g) is hereby deleted in its entirety, and amended to read as
follows:
"(g) so long as no Default exists or would result therefrom, Borrower
may pay, or cause to be paid, Monitoring Fees to the Principals and
their Related Parties in accordance with the Monitoring Fee Agreements
in an amount equal to (i) with respect to a base amount of Monitoring
Fees, $2.5 million in any 12-month period (or in the case of 2002,
$1.042 million representing the pro rated portion for the period of
such fiscal year that the Monitoring Fees accrued), payable quarterly
in equal installments, plus (ii) with respect to a supplemental amount
of Monitoring Fees, (A) $1.042 million may be paid in respect of fiscal
year 2002, which if paid shall be due and payable as of December 31,
2002, (B) $2.5 million may be paid in respect of fiscal year 2003,
which if paid shall be due and payable during fiscal year 2003 in equal
quarterly installments at the end of each quarter, (C) with respect to
fiscal year 2004, and each fiscal year thereafter, up to $2.5 million
may be paid out of the remaining 50% of Excess Cash Flow not required
to be offered to the Lenders pursuant to Section 2.10(g) with respect
to the prior fiscal year (e.g., the Excess Cash Flow determination
required to be made by Borrower within 120 days after its 2003 fiscal
year shall be used for purposes of determining if a supplemental
Monitoring Fee may be paid for fiscal year 2004), such amounts to be
paid in equal quarterly installments plus (iii) reasonable
out-of-pocket expenses."
Section 5. Amendment to Section 6.08(ii) regarding Subordinated Notes
Buyback. Section 6.08(ii) is hereby deleted in its entirety, and amended to read
as follows:
"(ii) make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment on or redemption or acquisition for
value of, or any prepayment or redemption as a result of any asset
sale, change of control or similar event of, any Indebtedness
outstanding under the Senior Subordinated Notes or the Holdings Senior
Discount Notes, provided that, so long as no Default or Event of
Default exists or would result therefrom, (A) Borrower may make
prepayments on the Senior Subordinated Notes in accordance with the
Senior Subordinated Note Documents to the extent of the remaining 50%
of Excess Cash Flow referred to in Section 2.10(g) after application of
Sections 2.10(g) and (j), and (B) Borrower may make prepayments on, or
otherwise repurchase and retire, up to $25.0 million in aggregate
principal amount of the Senior Subordinated Notes during the life of
this Credit Agreement, provided that, at the time of any such
prepayment or repurchase the Senior Leverage Ratio shall be less than
1.1 times;"
Section 6. Waivers regarding Reorganization in Luxembourg. Borrower has
informed the Administrative Agent that, in connection with its previously
disclosed internal corporate reorganization, it requests limited waivers as
follows: (i) a waiver of Section 6.10 solely to allow the issuance of preferred
equity certificates by Luxembourg Intermediate Holdings to its parent,
Luxembourg Holdings, which preferred equity certificates shall contemporaneously
with their issuance be pledged under the Security Documents, (ii) a waiver of
paragraph (n) of Article VIII of the Credit Agreement solely to allow the
corporate reorganization outlined in Schedule I, to the
extent the steps contemplated thereby would otherwise constitute a Change of
Control, and to the extent the delay in implementing such internal corporate
reorganization shall have constituted a Change of Control under clauses (d) and
(e) of the definition of Change of Control (and any notice required under
Section 5.02(a) thereof), (iii) a waiver of any prohibition on transferring
pledged accounts to the extent necessary to allow Luxembourg Holdings to
transfer a bank account with a balance not to exceed $20,000, to Luxembourg
Intermediate Holdings, (iv) a waiver of any technical defaults not already
contemplated by the foregoing clauses (i) through (iii), solely to the extent
necessary to accomplish the interim steps of the corporate reorganization
outlined in Schedule I, provided that, such additional waiver shall have been
approved by the Administrative Agent in its sole discretion, and (v) a consent
to amend or modify the Holdings Senior Discount Note Documents, solely to the
extent necessary to allow for the corporate reorganization outlined in Schedule
I, to the extent the steps contemplated thereby would otherwise constitute a
Change of Control (as defined in the Holdings Senior Discount Note Agreement),
and to the extent the delay in implementing such internal corporate
reorganization shall have constituted a Change of Control (as defined in the
Holdings Senior Discount Note Agreement). At the request of Borrower, the
undersigned Lenders, constituting Requisite Lenders under the Credit Agreement,
hereby agree to the limited waivers and consents specified in clauses (i)
through (v) above, and hereby authorize the Administrative Agent to enter into
such documentation reasonably acceptable to it in order to effectuate the
foregoing. If the corporate reorganization outlined in Schedule I is not
completed by March 31, 2003, the foregoing waivers, consents and authorizations
set forth in this Section 6 shall expire.
Section 7. Conditions Precedent. This Amendment shall become effective
on the date hereof, provided that each of the following shall be satisfied on
such date:
(a) The Administrative Agent shall have received all of the
following, in form and substance satisfactory to the Administrative Agent:
(i) Amendment Documents. This Amendment and each other
instrument, document or certificate required by the Administrative Agent to
be executed or delivered by the Borrower or any other Person in connection
with this Amendment, duly executed by such Persons (the "Amendment
Documents");
(ii) Consent of Lenders. The execution of this Amendment by the
Required Lenders;
(iii) Additional Information. Such additional documents,
instruments and information as the Administrative Agent may reasonably
request to effect the transactions contemplated hereby; and
(iv) Amendment Fee. An amendment fee, payable to the
Administrative Agent for the account of each consenting Lender, in an
amount equal to 0.125% times the sum of each such
Lender's Revolving Commitment and the principal amount of its outstanding
Term Loans, pro forma after giving effect to the prepayments in Section 3
hereof.
(b) The representations and warranties contained herein and in the
Credit Agreement shall be true and correct in all material respects as of the
date hereof as if made on the date hereof (except for those which by their terms
specifically refer to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date).
(c) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all other agreements, documents
and instruments executed and/or delivered pursuant hereto, and all legal matters
incident thereto, shall be satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received such documentation
and confirming legal opinions as it shall have requested confirming the first
priority security interests of the Lenders in connection with the internal
corporate reorganization outlined in Section 6 above.
(e) No Default or Event of Default shall have occurred and be
continuing, after giving effect to this Amendment.
Section 8. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date hereof and after giving effect to this Amendment, (a) all
representations and warranties set forth in the Credit Agreement and in any
other Loan Document are true and correct in all material respects as if made
again on and as of such date (except those, if any, which by their terms
specifically relate only to an earlier date, in which case such representations
and warranties are true and correct in all material respects as of such earlier
date), (b) no Default or Event of Default has occurred and is continuing, and
(c) the Credit Agreement (as amended by this Amendment), and all other Loan
Documents are and remain legal, valid, binding and enforceable obligations in
accordance with the terms thereof.
Section 9. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by the Administrative Agent or the Lenders, or
any closing, shall affect the representations and warranties or the right of the
Administrative Agent and the Lenders to rely upon them. If any representation or
warranty made in this Amendment is false in any material respect, then such
shall constitute an Event of Default under the Credit Agreement.
Section 10. Reference to Agreement. Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or
pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended hereby. This Amendment shall constitute a Loan Document
under the Credit Agreement.
Section 11. Costs and Expenses. The Borrower shall pay on demand all
reasonable costs and expenses of the Administrative Agent (including the
reasonable fees, costs and expenses of counsel to the Administrative Agent)
incurred in connection with the preparation, execution and delivery of this
Amendment.
Section 12. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 13. Execution. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
Section 14. Limited Effect. This Amendment relates only to the specific
matters expressly covered herein, shall not be considered to be a waiver of any
rights or remedies any Lender may have under the Credit Agreement or under any
other Loan Document, and shall not be considered to create a course of dealing
or to otherwise obligate in any respect any Lender to execute similar or other
amendments or grant any waivers under the same or similar or other circumstances
in the future.
Section 15. Ratification By Guarantors. Each of the Guarantors hereby
agrees to this Amendment and acknowledges that such Guarantor's Guaranty shall
remain in full force and effect without modification thereto.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
HERBALIFE INTERNATIONAL, INC.
By: /s/ Brian Kane
----------------------
Name: Brian Kane
Title: Co-President
Acknowledged and Agreed to by each of the Guarantors:
WH HOLDINGS (CAYMAN ISLANDS)
LTD., a Cayman Islands
corporation, as a Guarantor
By: /s/ Steven E. Rodgers
----------------------
Name: Steven E. Rodgers
Title:
WH INTERMEDIATE HOLDINGS LTD., a
Cayman Islands corporation, as a
Guarantor
By: /s/ Steven E. Rodgers
_______________________
Name: Steven E. Rodgers
Title:
WH LUXEMBOURG CM S.a.R.L., a
Luxembourg corporation, as
a Guarantor
By: /s/ Fabrizio Suaria
______________________
Name: Fabrizio Suaria
Title:
WH LUXEMBOURG HOLDINGS S.a.R.L.,
a Luxembourg corporation, as a
Guarantor
By: /s/ Fabrizio Suaria
-----------------------------
Name: Fabrizio Suaria
Title:
WH LUXEMBOURG INTERMEDIATE
HOLDINGS S.a.R.L., a Luxembourg
corporation, as a Guarantor
By: /s/ Fabrizio Suaria
-----------------------------
Name: Fabrizio Suaria
Title:
HERBALIFE INTERNATIONAL OF
AMERICA, INC., a California
corporation, as a Guarantor
By: /s/ Brian Kane
______________________
Name: Brian Kane
Title: Co-President
HERBALIFE INTERNATIONAL OF
EUROPE, INC., a California
corporation, as a Guarantor
By: /s/ Brian Kane
______________________
Name: Brian Kane
Title: President
HERBALIFE INTERNATIONAL
COMMUNICATIONS, INC., a
California corporation, as a
Guarantor
By: /s/ Brian Kane
----------------------
Name: Brian Kane
Title: President
HERBALIFE INTERNATIONAL
DISTRIBUTION, INC., a California
corporation, as a Guarantor
By: /s/ Brian Kane
----------------------
Name: Brian Kane
Title: President
HERBALIFE TAIWAN, INC., a
California corporation, as a
Guarantor
By: /s/ Brian Kane
----------------------
Name: Brian Kane
Title: President
HERBALIFE INTERNATIONAL
(THAILAND), LTD., a California
corporation, as a Guarantor
By: /s/ Brian Kane
----------------------
Name: Brian Kane
Title: President
HERBALIFE CHINA, LLC, a Delaware
limited liability company, as a
Guarantor
By: /s/ Brian Kane
______________________
Name: Brian Kane
Title: Chairman of the Board
of Members
HERBALIFE INTERNATIONAL DO BRASIL
LTDA., a corporation dually
incorporated in Brazil and
Delaware, as a Guarantor
By: /s/ Brian Kane
______________________
Name: Brian Kane
Title: President
HERBALIFE INTERNATIONAL FINLAND
OY, a Finnish corporation, as a
Guarantor
By: /s/ Fabrizio Suaria
---------------------------
Name: Fabrizio Suaria
Title:
HERBALIFE INTERNATIONAL OF ISRAEL
(1990) LTD., an Israeli
corporation, as a Guarantor
By: /s/ Brian Kane
______________________
Name: Brian Kane
Title: President
HERBALIFE SWEDEN AKTIEBOLAG, a
Swedish corporation, as a
Guarantor
By: /s/ Fabrizio Suaria
-------------------------
Name: Fabrizio Suaria
Title:
UBS AG, STAMFORD BRANCH, as
Administrative Agent and a Lender
By: /s/ Robert Reuter
-------------------------
Name: Robert Reuter
Title: Executive Director
By: /s/ Lynne B. Alfarone
-------------------------
Name: Lynne B. Alfarone
Title: Associate Director Banking
Products Services, US
Denali Capital LLC managing
member of DC Funding Partners,
portfolio manager for DENALI
CAPITAL CLO I LTD., or an
affiliate
as a Lender
By: /s/ John P. Thacker
______________________
Name: John P. Thacker
Title: Chief Credit Officer
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an
affiliate
as a Lender
By /s/ John F. Thacker
--------------------------------
Name: JOHN F. THACKER
Title: CHIEF CREDIT OFFICER
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I - INGOTS, Ltd.,
as Term Lender
By: /s/ Diane J. Exter
--------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II - INGOTS,
Ltd., as Term Lender
By: /s/ Diane J. Exter
--------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD, as Term Lender
By: /s/ Diane J. Exter
------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Diane J. Exter
___________________________
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty High Yield Partners III, LP
By: /s/ Diane J. Exter
_________________________
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
PACIFICA PARTNERS I, L.P.,
as a Lender
By: /s/ Tom Colwell
_____________________
Name: Tom Colwell
Title: VP
Franklin Floating Rate Trust
as a Lender
By: /s/ Richard D'Addario
____________________________
Name: Richard D'Addario
Title: Senior Vice President
Franklin CLO I, LIMITED
as a Lender
By: /s/ Richard D'Addario
____________________________
Name: Richard D'Addario
Title: Senior Vice President
Franklin CLO II, Limited
as a Lender
By: /s/ Richard D'Addario
____________________________
Name: Richard D'Addario
Title: Senior Vice President
Franklin CLO III, Limited
as a Lender
By: /s/ Richard D'Addario
____________________________
Name: Richard D'Addario
Title: Senior Vice President
GoldenTree High Yield Opportunities I, LP
By: GoldenTree Asset Management, LP
as a Lender
By: /s/ Frederick S. Haddad
____________________________
Name: Frederick S. Haddad
Title:
GoldenTree High Yield Opportunities II, L.P.
By: GoldenTree Asset Management, LP
as a Lender
By: /s/ Frederick S. Haddad
____________________________
Name: Frederick S. Haddad
Title:
Golden Tree Loan Opportunities I, Limited
By: GoldenTree Asset Management, LP
as a Lender
By: /s/ Frederick S. Haddad
____________________________
Name: Frederick S. Haddad
Title:
Reliance Standard Life Insurance Company
By: GoldenTree Asset Management, LP
as a Lender
By: /s/ Frederick S. Haddad
____________________________
Name: Frederick S. Haddad
Title:
WF Foundation
By: GoldenTree Asset Management, LP
as a Lender
By: /s/ Frederick S. Haddad
____________________________
Name: Frederick S. Haddad
Title:
SunAmerica Life Insurance Company
as a Lender
By: /s/ John G. Lapham, III
_________________________
Name: John G. Lapham, III
Title: Authorized Agent
Venture CDO 2002, Limited
By its investment advisor, Barclays
Capital Asset Management Limited
By its sub-advisor, Barclays Bank
PLC, New York Branch.
as a Lender
By: /s/ Maria P. Cruz
_________________________
Name: Maria P. Cruz
Title: Manager
Whitney Private Debt Fund, L.P.,
as a Lender
By: /s/ Marc S. Diagonale
___________________________
Name: MARC S. DIAGONALE
Title: AUTHORIZED SIGNATORY
1888 Fund, Ltd.
as a Lender
By: /s/ Todd Boehly
________________________
Name: Todd Boehly
Title: Managing Director
Harch CLO I. Ltd.
as a Lender
By: /s/ Michael E. Lewitt
___________________________
Name: Michael E. Lewitt
Title: Authorized Signatory
Venture II CDO 2002, Limited
By its investment advisor, Barclays Bank
PLC, New York Branch
as a Lender
By: /s/ Maria P. Cruz
____________________________
Name: Maria P. Cruz
Title: Manager
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written (December 18, 2002).
Seaboard CLO 2000 LTD
By: ORIX Capital Markets, LLC
Its Collateral Manager
By /s/ Sheppard H.C. Davis, Jr.
-----------------------------------
Name: Sheppard H.C. Davis, Jr.
Title: Managing Director
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written (December 18, 2002).
LONG LANE MASTER TRUST IV
By Fleet National Bank as Trust Administrator
By /s/ Kevin Kearns
-----------------------------------
Name: Kevin Kearns
Title: Managing Director
GENERAL ELECTRIC CAPITAL
CORPORATION (Merchant Banking
Group), as Syndication Agent
By: /s/ Matthew Colucci
------------------------------------
Name: Matthew Colucci
Title: Its Authorized Signatory
GE CAPITAL, CAPITAL FUNDING, INC.
as a Lender
By: /s/ James H. Kaufman
-------------------------------
Name: James H. Kaufman
Title: Authorized Signatory
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL", NEW
YORK BRANCH,
as a Lender
By: /s/ Andre Blorn
-------------------------------------
Name: Andre Blorn
Title: Managing Director
Credit Risk Management
By: /s/ Richard T. Kemme
-------------------------------------
Name: Richard T. Kemme
Title: Vice President
ING PRIME RATE TRUST
By ING Investments, LLC
as its investment manager
By: /s/ Michel Prince
____________________________
Name: MICHEL PRINCE, CFA
Title: VICE PRESIDENT
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD,
By: ING Investments, LLC
as its investment manager
HARBOUR TOWN FUNDING LLC
as a Lender
By: /s/ Ann E. Morris
----------------------------
Name: ANN E. MORRIS
Title: ASST VICE PRESIDENT
Landmark CDO Ltd
as a Lender
By: /s/ Aladdin Capital Management
------------------------------
Name: T.G.,VP
Title:
Landmark II CDO Ltd.
as a Lender
By: /s/ Aladdin Capital Management
------------------------------
Name: T.G., VP
Title:
AMORTIZATION TABLE
-------------------------------- -------------------------
DATE TERM LOAN AMOUNT
-------------------------------- -------------------------
June 30, 2003 $2,177,419.35
-------------------------------- -------------------------
September 30, 2003 $6,532,258.06
-------------------------------- -------------------------
December 31, 2003 $6,532,258.06
-------------------------------- -------------------------
March 31, 2004 $6,532,258.06
-------------------------------- -------------------------
June 30, 2004 $6,532,258.06
-------------------------------- -------------------------
September 30, 2004 $6,532,258.06
-------------------------------- -------------------------
December 31, 2004 $6,532,258.06
-------------------------------- -------------------------
March 31, 2005 $6,532,258.06
-------------------------------- -------------------------
June 30, 2005 $6,532,258.06
-------------------------------- -------------------------
September 30, 2005 $6,532,258.06
-------------------------------- -------------------------
December 31, 2005 $6,532,258.06
-------------------------------- -------------------------
March 31, 2006 $6,532,258.06
-------------------------------- -------------------------
June 30, 2006 $6,532,258.06
-------------------------------- -------------------------
September 30, 2006 $6,532,258.06
-------------------------------- -------------------------
December 31, 2006 $6,532,258.06
-------------------------------- -------------------------
March 31, 2007 $6,532,258.06
-------------------------------- -------------------------
June 30, 2007 $6,532,258.06
-------------------------------- -------------------------
September 30, 2007 $6,532,258.06
-------------------------------- -------------------------
December 31, 2007 $6,532,258.06
-------------------------------- -------------------------
March 31, 2008 $6,532,258.06
-------------------------------- -------------------------
June 30, 2008 $8,709,677.51
-------------------------------- -------------------------
$135,000,000.00
-------------------------------- -------------------------