EXHIBIT 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 27, 2002
(this "Amendment"), is among Venture Holdings Company LLC, a Michigan limited
liability company, as successor Borrower to Venture Holdings Trust under the
Credit Agreement (the "Borrower"), the lenders set forth on the signature pages
hereof (collectively, the "Lenders"), and Bank One, NA, as administrative agent
for the Lenders (in such capacity, the "Administrative Agent").
RECITAL
The Borrower, the Administrative Agent and the Lenders are parties to a
Credit Agreement dated as of May 27, 1999, as amended by a First Amendment to
Credit Agreement dated June 4, 1999, by a Second Amendment to Credit Agreement
dated June 29, 2000, by a Third Amendment to Credit Agreement dated March 29,
2002, by a Fourth Amendment to Credit Agreement dated May 20, 2002 and by a
Fifth Amendment to Credit Agreement dated June 4, 2002 (the "Credit Agreement").
The Borrower and the Guarantors desire to amend the Credit Agreement and the
Administrative Agent and the Lenders are willing to do so strictly in accordance
with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
The Credit Agreement is amended as follows:
1.1 The following new definitions are added to Section 1.1 in
appropriate alphabetical order:
"Borrower Global Term Sheet" means the proposed global term sheet
prepared by the Borrower and presented to the Lenders at the meeting of the
Lenders on June 24, 2002.
"German Preliminary Proceeding Subsidiaries" means the Foreign
Subsidiaries of the Borrower subject to the German Preliminary Proceeding, which
are Venture Germany GmbH, Venture Verwaltungs GmbH, Peguform GmbH & Co. KG and
any other Foreign Subsidiary subject to such proceeding.
"German Preliminary Proceeding Financing" means the financing of
the German Preliminary Proceeding Subsidiaries by third parties in the German
Preliminary Proceeding and outside of the German Preliminary Proceeding in an
amount required to have the German Preliminary Proceeding dismissed and not to
exceed 305,000,000 Euros in aggregate principal amount outstanding at any time.
"GM Agreement" is defined in the Fifth Amendment.
"Lender Committee" means Bank One, NA, The Bank of Nova Scotia and
Highland Capital Management, L.P.
"Sixth Amendment" means the Sixth Amendment to Credit Agreement
dated as of June 27, 2002 among the Borrower, the Guarantors, the Lenders and
the Administrative Agent.
"Sixth Amendment Effective Date" means the date of the Sixth
Amendment.
1.2 The last paragraph of Section 2.1 is restated as follows:
The aggregate outstanding principal balance of the Revolving Credit
Loans, Swing Loans and Facility Letters of Credit as of the Sixth Amendment
Effective Date is $165,980,511.92, subject to currency fluctuations (the
"Existing Revolving Advances"), all of which constitute Secured Obligations. As
a result of the German Preliminary Proceeding, the Lenders had no obligation to
make any further Revolving Credit Loans, Swing Loans or Facility Letters of
Credit. The Borrower shall be entitled to obtain Loans and Facility Letters of
Credit under Section 2.1 and 2.2, provided that (1) all conditions in Section
3.5 of the Sixth Amendment are satisfied, (2) all conditions in Section 4.2 are
satisfied, and (3) General Motors Corporation shall have made expedited tooling
payments to the Borrower and the Guarantors under the GM Agreement in an
aggregate amount not less than $18,000,000 prior to the Sixth Amendment
Effective Date and in an aggregate amount not less than $27,600,000 by July 2,
2002.
Notwithstanding anything herein or in any other Loan Document to
the contrary, on and after any Default (except Existing Potential Defaults) the
amount by which the Revolving Credit Loans, Swing Loans and Facility Letters of
Credit exceed the amount of the Existing Revolving Advances (any such excess
amount defined as the "New Revolving Advances") and any interest on the New
Revolving Advances shall be paid from the proceeds of any Collateral after
acceleration of the Secured Obligations before any payment is made or applied to
the principal or interest on any other Loan or Facility Letter of Credit. It is
acknowledged that the amount of any assets in the Borrowing Base on account of
any assets owned by any Foreign Subsidiary shall be set at the amount determined
in the most recent Borrowing Base Certificate delivered prior to the Fifth
Amendment Effective Date.
1.3 Section 4.2(ii) is amended to add the following to the end thereof:
"and except to the extent the existence or effect of the German Preliminary
Proceeding would impact the accuracy thereof."
1.4 Section 6.11(viii) is amended by adding the following to the end
thereof: ", and the German Preliminary Proceeding Financing by the German
Preliminary Proceeding Subsidiaries and their Subsidiaries, provided that
neither the Borrower, any of the Guarantors nor any of the other Foreign
Subsidiaries (other than the German Preliminary Proceeding Subsidiaries and
their Subsidiaries) shall be liable, directly or indirectly, for the German
Preliminary Proceeding Financing or otherwise have any Contingent Obligation
with respect to the German Preliminary Proceeding Financing."
1.5 Reference in the last paragraph of Section 6.13 to " a Substantial
Portion" is deleted and "a Substantial Portion or, for the period from and
including the Sixth Amendment Effective Date to and including September 1, 2002,
exceed the sum of $2,500,000 in the aggregate with respect to sales of equipment
used to purchase replacement equipment under Section 6.13(ii) (provided that,
until such amount is used to purchase permitted replacement equipment, such
amount shall be deducted from the Borrowing Base) and $250,000 in the aggregate
in all other such cases," is substituted in place thereof.
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1.6 Sections 6.14 (iv), (v), (vi) and (x) are each amended by adding
the following to the end thereof: ", provided that none of the foregoing shall
be increased (other than contributions to a Borrower or a Guarantor) at any time
from and including the Sixth Amendment Effective Date to and including September
1, 2002 or if a Default or Unmatured Default shall exist,".
1.7 Section 6.14 (vii) is amended by adding the following to the end
thereof: "(other than from Affiliates unless approved by the Required Lenders)".
1.8 Section 6.15(viii) is amended by replacing the period at the end
thereof with "; and" and adding the following new Section 6.15(ix):
(ix) Liens on assets of the German Preliminary Proceeding
Subsidiaries and their Subsidiaries securing the German Preliminary Proceeding
Financing and/or securing obligations to credit insurers to the extent required
to reinstate the credit insurance for the payables of the German Preliminary
Proceeding Subsidiaries and their Subsidiaries.
1.9 The following is added to the end of Section 6.16: "It is
acknowledged and agreed that the payment of any fees or the transfer of any
other asset or other consideration of any kind, directly or indirectly, by the
Borrower or any of its Subsidiaries or Affiliates (other than the payment of
interest and principal, to the extent required after the expiration of any
applicable grace period as described herein, under the original terms thereof
and the payment of reasonable professional fees) or other supplemental agreement
(other retention agreements with professionals and confidentiality agreements)
with respect to any 1999 Subordinated Debt Document, any 1999 Senior Unsecured
Debt Document or any 1997 Senior Unsecured Debt Document shall be deemed an
amendment or modification thereof."
1.10 Section 6.19 is amended by (i) redesignating clause (g) thereof as
clause (h), (ii) modifying such redesignated clause (h) by adding "or (g)" after
the words "or (e)" contained therein, and (iii) adding the following new clause
(g) immediately prior to such redesignated clause (h): "(g) with respect to the
German Preliminary Proceeding Subsidiaries and their Subsidiaries to the extent
required by the terms of the German Preliminary Proceeding Financing."
1.11 The following is added to the end of Section 6.24: ", except with
respect to the assets of the German Preliminary Proceeding Subsidiaries and
their Subsidiaries to the extent required by the terms of the German Preliminary
Proceeding Financing."
1.12 The following is added after the reference in Section 7.7 to "30
consecutive days": "(or, in the case of the German Preliminary Proceeding, to a
date one day prior to the occurrence of any default, if any, under the 1999
Senior Unsecured Notes, the 1999 Subordinated Notes or the 1997 Senior Unsecured
Notes caused by the failure to obtain a dismissal of the German Preliminary
Proceeding, such default to be reasonably determined by the Required Lenders)"
is substituted in place thereof.
1.13 Section 6.31 is restated as follows:
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"6.31 Additional Covenants. The Borrower (a) has voluntarily
determined, and hereby agrees, that it will not pay the interest on the 1999
Senior Unsecured Notes and the 1999 Subordinated Notes payable on June 3, 2002
until the expiration of the applicable 30-day grace period and any extension of
such grace period, (b) will use its best efforts to obtain accelerated payments
from its customers during the period from the Fifth Amendment Effective Date
until September 1, 2002, (c) agrees to pay current all fees owing the Lenders
and the Agent or their advisors, (d) with respect to any bank account maintained
on behalf of the Borrower or any Guarantor at any financial institution other
than the Administrative Agent or one of the Lenders, the Borrower or such
Guarantor, as the case may be, shall promptly close such accounts and maintain
its banking accounts with the Administrative Agent or one or more of the
Lenders, and the Borrower and the Guarantors shall execute, or cause to be
executed, such further agreements and documents requested by the Administrative
Agent to grant to the Administrative Agent and the Lenders a first priority
security interest in all such accounts and execute such blocked account
agreements as may be requested by the Administrative Agent, (e) has voluntarily
determined, and hereby agrees, that it will not pay the interest on the 1997
Senior Unsecured Notes payable on July 1, 2002 until the expiration of the
applicable 30-day grace period and any extension of such grace period, (f)
agrees that neither the Borrower nor any of its Subsidiaries shall forgive,
defer or otherwise modify in any way that is disadvantageous to the Borrower or
any of its Subsidiaries any payment of principal or interest with respect to any
existing loan or advance to, or the payment or performance of any other
obligation of, any such officer, director, stockholder or other Affiliate, (g)
the Borrower has selected CMD as its advisor and shall continue to engage CMD or
one or more other financial consultants or turnaround advisors selected by the
Borrower and acceptable to the Lender Committee until September 1, 2002, and the
scope of the engagement of such financial consultant or turnaround advisor shall
be reasonably acceptable to Lender Committee, and (h) has advised the
Administrative Agent and the Lenders that the Borrower intends to consult with
one or more investment banking firms to explore various strategic alternatives."
1.14 The following new Section 6.32 is added to the Credit Agreement:
6.32 Minimum EBITDA. The Borrower will not permit or suffer EBITDA, as
calculated for the Borrower and its Domestic Subsidiaries only and excluding any
charges resulting from or arising out of the German Preliminary Proceeding
acceptable to the Administrative Agent, to be less than $16,000,000 for the
fiscal quarter ending June 30, 2002.
1.15 The following new Section 9.15 is added to the Credit Agreement:
9.15 Borrower Global Term Sheet. The Borrower agrees to all terms of
the Borrower Global Term Sheet and to use its best efforts to implement such
terms if all parties agree to such terms, and the Lenders acknowledge that they
agree to consider the Borrower Global Term Sheet in good faith, provided that no
commitment (except as otherwise provided in the Sixth Amendment) is made by the
Lenders and that the parties hereto agree that any Investment (which terms
includes, without limitation, loans and advances to, transfers of assets not in
the ordinary course of business, and other Investments) in any Foreign
Subsidiary subject to the German Preliminary Proceeding shall not be made,
directly or indirectly, by the Borrower or any of its Subsidiaries or Affiliates
unless permitted by the terms of the Borrower Global Term Sheet and this
Agreement.
4
1.16 The following is added to the end of Section 10.16: "Each member
of the Lender Committee shall be entitled to the same indemnifications and other
protections as provided in this Article X for the Administrative Agent."
1.17 The following is added to the end of Section 11.2: "Upon the
acceleration of the Secured Obligations, all payments of any kind on the Secured
Obligations shall be applied to all Secured Obligations on a pro rata basis in
the order determined by the Collateral Documents (subject to the last paragraph
of Section 2.1)."
ARTICLE 2.
REPRESENTATIONS
The Borrower and each Guarantor represents and warrants to, and agrees
with, the Administrative Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment are
within their respective powers, have been duly authorized by the Borrower and
each Guarantor and are not in contravention of any Requirement of Law.
2.2 This Amendment is the legal, valid and binding obligations of the
Borrower and each Guarantor, enforceable against them in accordance with the
terms thereof.
2.3 After giving effect to the amendments and waivers herein contained,
the representations and warranties contained in the Credit Agreement and the
representations and warranties contained in the other Loan Documents are true on
and as of the date hereof with the same force and effect as if made on and as of
the date hereof (except to the extent the existence or effect of the German
Preliminary Proceeding would impact the accuracy thereof), and no Default or
Unmatured Default exists or has occurred and is continuing on the date hereof.
ARTICLE 3.
CONDITIONS PRECEDENT.
This Amendment shall be effective as of the date hereof when each of
the following is satisfied:
3.1 This Amendment shall be executed by each of the Borrower, the
Guarantors, the Required Lenders, the Required Revolving Credit Lenders and the
Administrative Agent.
3.2 The Borrower and each Guarantor shall provide a certified
resolution with respect to this Amendment satisfactory to the Administrative
Agent.
3.3 The Borrower and each Guarantor shall provide the written opinion
of the Borrower's and Guarantors' counsel in form and substance acceptable to
the Administrative Agent.
3.4 Larry J. Winget shall have agreed to and signed the Borrower Global
Term Sheet.
5
3.5 Larry Winget shall deliver, or cause to be delivered, each in form
and substance acceptable to the Required Lenders: (a) an agreement by Larry
Winget and any appropriate affiliate companies to defer payment of certain sales
commissions, usage fees and rental fees for 60 days (which payments shall total
approximately $5,400,000) acceptable to the Lender Committee, and to subordinate
the repayment thereof to the Secured Obligations, (b) an agreement to allow
reasonable access to the financial statements and records of Larry Winget and
each business entity or asset owned directly or indirectly by him to the extent
they have business relationships and transactions with the Borrower and its
Subsidiaries, and (c) a joint and several guarantee of Larry Winget, Venture
Heavy Machinery Limited Liability Company, a Michigan limited liability company
("Venture Machinery"), Venture Equipment Acquisition Company, a Michigan
corporation ("Equipment Acquisition"), Venture Real Estate Acquisition Company,
a Michigan corporation ("Real Estate Acquisition") and Realven Corporation, a
Michigan corporation ("Realven") (Venture Machinery, Real Estate Acquisition,
Equipment Acquisition and Realven collectively referred to as the "Affiliate
Companies") guaranteeing all Secured Obligations but limited in amount to 100%
of the New Revolving Advances outstanding as of the earlier of the date of the
occurrence of any Default (after giving effect to Section 4.1) or September 1,
2002 plus interest accrued and unpaid interest as of such date on New Revolving
Advances and any future interest on New Revolving Advances, together with
collateral documents granting a second priority lien and security interest in
all assets of the Affiliate Companies, second only to the liens and security
interests under an existing line of credit or any replacements thereof not to
exceed $15,000,000 in aggregate amount, and all resolutions, certificates and
opinions requested by the Administrative Agent in connection therewith and
appraisals and financial statements of the Affiliate Companies satisfactory to
the Administrative Agent.
ARTICLE 4.
POTENTIAL EVENTS OF DEFAULT AND TEMPORARY WAIVER.
4.1 The Borrower has requested that the Lenders and the Administrative
Agent temporarily waive any Default (the "Existing Potential Defaults"), if any,
caused solely by (a) the filing or existence of the German Preliminary
Proceeding, (b) the incurrence of the German Preliminary Proceeding Financing by
the German Preliminary Proceeding Subsidiaries and any Liens on the assets of
the German Preliminary Proceeding Subsidiaries to secure the German Preliminary
Proceeding Financing, (c) any breach of Section 6.25 or 6.28 before September 1,
2002 or Section 6.26 or 6.27 on June 30, 2002, (d) the failure to pay interest
on the 1999 Senior Unsecured Notes and the 1999 Subordinated Notes payable on
June 3, 2002 prior to the expiration of the 30-day grace period applicable
thereto or any extension of such grace period, or (e) the failure to pay
interest on the 1997 Senior Unsecured Notes payable on July 1, 2002 prior to the
expiration of the 30-day grace period applicable thereto or any extension of
such grace period. Pursuant to such request, the Lenders and the Administrative
Agent hereby temporarily waive any Existing Potential Default for the period
prior to the effectiveness of this Amendment and, so long as no other Default
exists and there is no occurrence of a new Default until September 1, 2002, but
not at any time on or after September 1, 2002.
The Borrower, the Guarantors, the Lenders and the Administrative Agent
agree that a new Default includes (each of which shall constitute a Default
under the Credit Agreement): (i) any Default other than an Existing Potential
Default and, without limiting the foregoing, the occurrence of any default of
any kind under any Material Indebtedness, the acceleration of any Material
Indebtedness or the conversion of the German Preliminary Proceeding to a formal
insolvency proceeding shall be deemed a new Default, and (ii) the failure to
satisfy, on or before the close of business on July 2, 2002, such conditions as
may be required by the Lender Committee on July 2, 2002, all as determined by
the Lender
6
Committee in its sole discretion, unless and to the extent waived by the Lender
Committee in its sole discretion.
The Borrower acknowledges and agrees that the waiver contained herein
is a limited, specific and one-time waiver as described above. Such limited
waiver (a) shall not modify or waive any other term, covenant or agreement
contained in any of the Loan Documents, and (b) shall not be deemed to have
prejudiced any present or future right or rights which the Administrative Agent
or the Lenders now have or may have under this Amendment, the Credit Agreement
(as modified hereby) or the other Loan Documents.
ARTICLE 5.
MISCELLANEOUS.
5.1 The Borrower shall pay to the Administrative Agent, for the pro
rata benefit of each Lender based on such Lender's Commitments, an availability
fee of $250,000 on the date hereof and an additional availability fee of
$250,000 on August 1, 2002 on such Lender's Commitments, which fees shall be
distributed to the Lenders within two Business after each such date.
5.2 References in the Credit Agreement or in any other Loan Document to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby and as further amended from time to time.
5.3 Except as expressly amended hereby, the Borrower and the Guarantors
agree that the Loan Documents are ratified and confirmed and shall remain in
full force and effect and that they have no set off, counterclaim, defense or
other claim or dispute with respect to any of the foregoing. The terms used but
not defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement.
5.4 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.
BORROWER:
VENTURE HOLDINGS COMPANY LLC
By: /s/ James E. Butler
-------------------------------------------
Name: James E. Butler
-----------------------------------------
Title: Executive Vice President
----------------------------------------
GUARANTORS:
VEMCO, INC.
VEMCO LEASING, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE HOLDINGS CORPORATION
VENTURE LEASING COMPANY
VENTURE MOLD & ENGINEERING
CORPORATION
VENTURE SERVICE COMPANY
VENTURE EUROPE, INC.
VENTURE EU CORPORATION
EXPERIENCE MANAGEMENT LLC
By: /s/ James E. Butler
-------------------------------------------
Name: James E. Butler
-----------------------------------------
Title: Executive Vice President
-------------------------------
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LENDERS:
BANK ONE, NA, as Administrative Agent
and a Lender
By: /s/
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Name:
-----------------------------------------
Title:
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THE BANK OF NOVA SCOTIA, as Syndication
Agent and as a Lender
By: /s/
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Name:
-----------------------------------------
Title:
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STANDARD FEDERAL BANK
By:
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Name:
-----------------------------------------
Title:
----------------------------------------
Mizuko Corporate Bank Limited
By: /s/
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Name:
-----------------------------------------
Title:
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BANK AUSTRIA (ZLANDERBANK)
CORPORATE FINANCE, INC.
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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By:
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Name:
-----------------------------------------
Title:
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9
HARRIS TRUST AND SAVINGS
By: /s/
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Name:
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Title:
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BANK OF SCOTLAND
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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COMERICA BANK (DETROIT)
By: /s/
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Name:
-----------------------------------------
Title:
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THE BANK OF NEW YORK
By: /s/
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Name:
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Title:
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PROVIDENT BANK
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
U.S. BANK NATIONAL ASSOCIATION f/k/a
FIRSTAR BANK, N.A.
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
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10
NATIONAL BANK OF CANADA
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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FIRSTRUST BANK
By: /s/
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Name:
-----------------------------------------
Title:
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OCTAGON INVESTMENT PARTNERS II,
LLC
By: OCTAGON CREDIT INVESTORS, LLC
As Sub-Investment Manager
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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OCTAGON INVESTMENT PARTNERS III,
LTD.
By: OCTAGON CREDIT INVESTORS, LLC
As Portfolio Manager
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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MASS MUTUAL LIFE INSURANCE
By:
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Name:
-----------------------------------------
Title:
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11
SIMSBURY CLO LTD
By: Massachusetts Mutual Life Insurance
Company as Collateral Manager
By:
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Name:
-----------------------------------------
Title:
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PERSEUS CDO I LTD
By: Massachusetts Mutual Life Insurance Co.,
as Collateral Manager
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/
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Name:
-----------------------------------------
Title:
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BLACK DIAMOND CLO 2000 I LTD
By:
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Name:
-----------------------------------------
Title:
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PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/
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Name:
-----------------------------------------
Title:
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PAM CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/
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Name:
-----------------------------------------
Title:
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HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/
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Name:
-----------------------------------------
Title:
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ML CBO IV (Cayman) Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/
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Name:
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Title:
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ELF Funding Trust I
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/
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Name:
-----------------------------------------
Title:
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CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company as
Portfolio Manager
By: /s/
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Name:
-----------------------------------------
Title:
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13
CYPRESS TREE INVESTMENT PARTNERS I,
LTD.
By: Cypress Tress Investment Management
Company, Inc. as Portfolio Manager
By: /s/
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Name:
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Title:
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STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/
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Name:
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Title:
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STEIN ROE & FARNHAM CLO I LTD.,
By: Stein Roe & Farnham Incorporated,
As Portfolio Manager
By: /s/
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Name:
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Title:
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KZH CRESCENT 2 LLC
By:
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Name:
-----------------------------------------
Title:
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MOUNTAIN CAPITAL CLO I, LTD.
By: /s/
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Name:
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Title:
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ORIX FINANCIAL SERVICES, INC
By: /s/
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Name:
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Title:
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14
ELC (CAYMAN) LTD. 1999 - II
By: /s/
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Name:
-----------------------------------------
Title:
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UNION BANK OF CALIFORNIA NA
By: /s/
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Name:
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Title:
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PILGRIM AMERICA HIGH INCOME INVESTMENTS, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By:
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Name:
-----------------------------------------
Title:
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as investment Advisor
By:
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Name:
-----------------------------------------
Title:
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SRF TRADING, INC.
By: /s/
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Name:
-----------------------------------------
Title:
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NATEXIS BANQUE
By: /s/
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Name:
-----------------------------------------
Title:
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15
ARES III CLO LTD.
By: ARES CLO Management LLC,
Investment Manager
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
ARES IV CLO LTD.
By: ARES CLO Management IV, L.P.,
Investment Manager
By: ARES CLO GP IV, LLC,
Its Managing Member
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
ARES V CLO LTD.
By: ARES CLO Management V, L.P.,
Investment Manager
By: ARES CLO GP V, LLC,
Its Managing Member
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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ENDEAVOR
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
PB CAPITAL CORP. NY
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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APEX (IDM) CDO I
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
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16
CYPRESSTREE INVESTMENT PARTNERS II
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
ELC CAYMAN CDO SERIES 1999-1
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
ELC CAYMAN LTD. 2000-1
By: /s/
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Name:
-----------------------------------------
Title:
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GRAYSON & CO
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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GRAYSON CLO 2001-01 LTD.
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
JH WHITNEY MARKET VALUE FUND
By: /s/
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Name:
-----------------------------------------
Title:
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KATONAH I, LTD.
By:
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Name:
-----------------------------------------
Title:
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KATONAH II, LTD.
By:
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Name:
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Title:
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17
KZH PAMCO
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
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LIBERTY SR. ADVISORY FLOATING RATE
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
NEMEAN CLO, LTD.
BY: ING Capital Advisors LLC,
as Investment Manager
By: /s/
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Name:
-----------------------------------------
Title:
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SRF 2000 LLC
By: /s/
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Name:
-----------------------------------------
Title:
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SRV HIGHLAND
By: /s/
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Name:
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Title:
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UPPER COLUMBIA CAPITAL CO.
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
WHITNEY PRIVATE DEBT FUND
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
SATELLITE SR. INCOME FUND II
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
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18
CITADEL HILL 2000 LTD.
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
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CLYDESDALE CLO 2000-I, LTD
By: Nomura Corporate Research and
Asset Management Inc. as Collateral Manager
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
Date:
-----------------------------------------
MASTER SENIOR FLOATING RATE TRUST
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
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MERRILL LYNCH GLOBAL INVESTMENT SERIES:
BANK LOAN INCOME PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.,
as Investment Advisors
By: /s/
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Name:
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Title:
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MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Investment Managers, L.P.,
as Investment Advisor
By: /s/
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Name:
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Title:
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MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By: /s/
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Name:
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Title:
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19
NOMURA BOND & LOAN FUND
By: UFJ Trust Company of New York, as Trustee
By: Nomura Corporate Research and
Asset Management Inc. Attorney in Fact
By: /s/
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Name:
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Title:
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Date:
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ORIX FINANCE CORP I
By:
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Name:
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Title:
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Date:
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SEABOARD CLO 2000 LTD
By:
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Name:
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Title:
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Date:
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PRESIDENT & FELLOWS OF HARVARD COLLEGE
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment capital Advisors, LLC
Its Manager and pursuant to delegated authority
By:
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Name:
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Title:
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Date:
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REGIMENT CAPITAL, LTD
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
Its Manager and pursuant to delegated authority
By:
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Name:
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Title:
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Date:
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20