Exhibit 10.17
THIRD AMENDMENT AND WAIVER
--------------------------
THIRD AMENDMENT AND WAIVER (this "Amendment"), dated as of October 20,
1999, among GLOBE HOLDINGS, INC., a Massachusetts corporation ("Holdings"),
GLOBE MANUFACTURING CORP., an Alabama corporation (the "Borrower"), the several
lenders from time to time party to the Credit Agreement referred to below (the
"Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent (the
"Administrative Agent"). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H:
-------------------
WHEREAS, Holdings, the Borrower, the Lenders, the Syndication Agent
and the Administrative Agent are party to a Credit Agreement, dated as of July
31, 1998 (as amended, modified or supplemented through, but not including, the
date hereof, the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders provide the
amendments and waivers provided for herein and the Lenders have agreed to
provide such amendments and waivers on the terms and conditions set forth
herein;
NOW, THEREFORE, it is agreed:
1. The Lenders hereby waive any Default or Event of Default that has
occurred and is continuing under the Credit Agreement solely as a result of
Holdings' and the Borrower's failure to be in compliance with the provisions of
(x) Section 8.08 of the Credit Agreement (as in effect prior to giving effect to
this Amendment) for the Measurement Period ending on September 30, 1999 and (y)
Section 8.10(a) of the Credit Agreement (as in effect prior to giving effect to
this Amendment) for the period commencing on September 30, 1999 and ending on
the Third Amendment Effective Date (as hereinafter defined).
2. Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in the appropriate alphabetical order:
"Level VII" has the meaning specified in Section 2.09(a)(ii).
"Maximum Permitted Borrowing Amount" means (i) at any time that the
Consolidated Leverage Ratio is greater than or equal to 6.50 to 1.00,
$37,500,000, (ii) at any time that the Consolidated Leverage Ratio is greater
than or equal to 6.00 to 1.00 but less than 6.50 to 1.00, $40,000,000, and (iii)
at any time that the Consolidated Leverage Ratio is less than 6.00 to 1.00,
$50,000,00.
"Third Amendment" means the Third Amendment, dated as of October 20,
1999, to this Agreement.
"Third Amendment Effective Date" has the meaning specified in the
Third Amendment.
3. Section 2.01(c) of the Credit Agreement is hereby amended by
deleting the words "the Aggregate Revolving Commitment" appearing in the first
sentence thereof and inserting the following words in lieu thereof:
"the lesser of (A) the Aggregate Revolving Commitment and (B) the
Maximum Permitted Borrowing Amount at such time".
4. Section 2.01(d)(i) of the Credit Agreement is hereby amended by
deleting the words "the Aggregate Revolving Commitment" appearing in the first
sentence thereof and inserting the following words in lieu thereof:
"the lesser of (A) the Aggregate Revolving Commitment and (B) the
Maximum Permitted Borrowing Amount at such time".
5. Section 2.01(d)(iv) of the Credit Agreement is hereby amended by
inserting the words "the Maximum Permitted Borrowing Amount or" immediately
after the words "the amount of" appearing in clause (iii) of the second sentence
thereof.
6. Section 2.03 of the Credit Agreement is hereby amended by
inserting the following new clause (g) at the end thereof:
"(g) In addition to the requirements set forth in clauses (a) and
(f)(i) of this Section 2.03, each notice of a proposed Borrowing of
Revolving Loans and Swingline Loans also shall contain the calculations (in
reasonable detail) to establish the Consolidated Leverage Ratio after
giving effect to such proposed Borrowing."
7. Section 2.07(a)(i) of the Credit Agreement is hereby amended by
deleting the words "the Aggregate Revolving Commitment" appearing therein and
inserting the following words in lieu thereof:
"the lesser of (A) the Aggregate Revolving Commitment and (B) the
Maximum Permitted Borrowing Amount at such time".
8. Section 2.07(a)(ii) of the Credit Agreement is hereby amended by
deleting the words "the Aggregate Revolving Commitment" appearing therein and
inserting the following words in lieu thereof:
"the lesser of (A) the Aggregate Revolving Commitment and (B) the
Maximum Permitted Borrowing Amount at such time".
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9. Section 2.09 of the Credit Agreement is hereby amended by
deleting sub-clauses (i), (ii) and (iii) of clause (a) thereof and inserting the
following new sub-clauses (i), (ii) and (iii) in lieu thereof:
"(i) (x) for the period commencing on the Closing Date to January
28, 1999:
Applicable Margin/Tranche A
Term Loans, Revolving Loans Applicable Margin/
and Swingline Loans Tranche B Term Loans
------------------- --------------------
Base Rate 1.25% 1.75%
Eurodollar Rate 2.25% 2.75%; and
(y) for the period commencing on January 28, 1999 to the First
Adjustment Date:
Applicable Margin/Tranche A
Term Loans, Revolving Loans Applicable Margin/
and Swingline Loans Tranche B Term Loans
------------------- --------------------
Base Rate 2.00% 2.50%
Eurodollar Rate 3.00% 3.50%
(ii) from and after the First Adjustment Date, for each period from an
Adjustment Date to the next succeeding Adjustment Date, the rate per annum for
the relevant type of Loan of the respective Tranche set forth below opposite the
Consolidated Leverage Ratio determined as at the end of the last fiscal quarter
ended prior to the first day of such period (it being understood that,
notwithstanding the foregoing, for periods prior to the Third Amendment
Effective Date, the Applicable Margin for each Type of Loan of a given Tranche
shall be determined pursuant to this Section 2.09(a)(ii) prior to giving effect
to the Third Amendment):
Applicable Margin/
Tranche A Term Loans,
Revolving Loans and Applicable Margin/
Swingline Loans Tranche B Term Loans
--------------- --------------------
Eurodollar Rate Base Rate Eurodollar Rate Base Rate
--------------- --------- --------------- ---------
Consolidated Leverage Ratio is
less than or equal to 3.00 to
1.00 ("Level I") 1.25% 0.25% 3.50% 2.50%
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Applicable Margin/
Tranche A Term Loans,
Revolving Loans and Applicable Margin/
Swingline Loans Tranche B Term Loans
-------------------------- --------------------------
Eurodollar Rate Base Rate Eurodollar Rate Base Rate
--------------- --------- --------------- ---------
Consolidated Leverage Ratio is
less than or equal to 3.50 to 1.0
but greater than 3.00 to 1.00
("Level II") 1.50% 0.50% 3.50% 2.50%
Consolidated Leverage Ratio is
less than or equal to 4.00 to 1.00
but greater than 3.50 to 1.00
("Level III") 2.00% 1.00% 3.50% 2.50%
Consolidated Leverage Ratio is
less than or equal to 4.50 to 1.00
but greater than 4.00 to 1.00
("Level IV") 2.25% 1.25% 3.50% 2.50%
Consolidated Leverage Ratio is
less than or equal to 6.00 to 1.00
but greater than 4.50 to 1.00
("Level V") 2.50% 1.50% 3.50% 2.50%
Consolidated Leverage Ratio is
less than or equal to 7.00 to 1.00
but greater than 6.00 to 1.00
("Level VI") 3.00% 2.00% 3.50% 2.50%
Consolidated Leverage Ratio is
greater than 7.00 to 1.00
("Level VII") 3.25% 2.25% 3.75% 2.75%
(iii) If by the last day for determining any Adjustment Date,
Holdings has failed to deliver a Leverage Ratio Certificate as at the end
of the fiscal quarter ended immediately prior to such Adjustment Date,
interest for the next succeeding period from such Adjustment Date to the
next succeeding Adjustment Date shall be computed as if the Consolidated
Leverage Ratio were at Level VII; provided, however, to the extent that
Holdings thereafter delivers a Leverage Ratio Certificate during such
succeeding period, interest for the remainder of such succeeding period
shall be computed at the rate prescribed by Section 2.09(a)(ii). In
addition, at any time that a Specified Default shall
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exist, the Applicable Margin shall be computed as if the Consolidated
Leverage Ratio were at Level VII."
10. Section 2.10(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:
"(a) Commitment Fees. The Borrower shall pay to the Administrative
Agent for the account of each RL Lender which is Non-Defaulting Lender a
commitment fee on the daily unused portion of such Lender's Revolving
Commitment (subject to Section 2.01(d)(iii) in the case of the Swingline
Lender), computed on a quarterly basis in arrears, on each Interest Payment
Date for Base Rate Loans based upon the daily utilization for the previous
three month period as calculated by the Administrative Agent, equal to (A)
for the period from the Closing Date to the First Adjustment Date, 0.500%
per annum and (B) from and after the First Adjustment Date, for each period
from an Adjustment Date to the next succeeding Adjustment Date, the rate
per annum set forth below opposite the relevant Level of Consolidated
Leverage Ratio determined as at the end of the last fiscal quarter ended
prior to the first day of such period (it being understood that,
notwithstanding the foregoing, for periods prior to the Third Amendment
Effective Date, the commitment fee shall be determined pursuant to this
Section 2.10(a) prior to giving effect to the Third Amendment):
Consolidated Leverage Ratio
---------------------------
Level I .300%
Level II .375%
Level III .425%
Level IV .500%
Level V .500%
Level VI .500%
Level VII .500%
provided, however, that if by the last day for determining any Adjustment
Date, Holdings has failed to deliver a Leverage Ratio Certificate as at the
end of the fiscal quarter ended immediately prior to such Adjustment Date,
the commitment fee for the next succeeding period from such Adjustment Date
to the next succeeding Adjustment Date shall be computed as if the
Consolidated Leverage Ratio were at Level VII; provided further, however,
to the extent that Holdings thereafter delivers a Leverage Ratio
Certificate during such succeeding period the commitment fee for the
remainder of such succeeding period shall be computed at the rate
prescribed in the table above in this Section 2.10(a). In addition, at any
time that a Specified Default shall exist, the commitment fee shall be
computed as if the Consolidated Leverage Ratio were at Level VII. Such
commitment fees shall be paid in arrears on each Interest Payment Date for
Base Rate Loans."
11. Section 3.01(a) of the Credit Agreement is hereby amended by
deleting the words "the Aggregate Revolving Commitment" appearing in clause (x)
of the proviso to the first sentence thereof and inserting the following words
in lieu thereof:
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"the lesser of (A) the Aggregate Revolving Commitment and (B) the
Maximum Permitted Borrowing Amount at such time".
12. Section 3.02 of the Credit Agreement is hereby amended by
inserting the following new sentence at the end thereof:
"In addition to the requirements set forth above in this Section
3.02(a), each request for a Letter of Credit also shall contain the
calculations (in reasonable detail) to establish the Consolidated
Leverage Ratio after giving effect to the issuance of such proposed
Letter of Credit."
13. Section 3.08(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:
"(a) The Borrower shall pay to the Administrative Agent for the
account of each RL Lender a letter of credit fee with respect to the
Letters of Credit computed on the average daily maximum amount available to
be drawn on the outstanding Letters of Credit, on each Interest Payment
Date for Base Rate Loans based upon Letters of Credit outstanding for the
previous three-month period. The letter of credit fee shall be equal to
(i) for the period from the Closing Date to January 28, 1999, 2.25% per
annum, (ii) for the period from January 28, 1999 to the First Adjustment
Date, 3.00% per annum and (iii) from and after the First Adjustment Date,
for each period from an Adjustment Date to the next succeeding Adjustment
Date, the rate per annum set forth below opposite the relevant Level of
Consolidated Leverage Ratio determined as at the end of the last fiscal
quarter ended prior to the first day of such period (it being understood
that, notwithstanding the foregoing, for periods prior to the Third
Amendment Effective Date, the letter of credit fee shall be determined
pursuant to this Section 3.08(a) prior to giving effect to the Third
Amendment):
Consolidated Leverage Ratio
---------------------------
Level I 1.25%
Level II 1.50%
Level III 2.00%
Level IV 2.25%
Level V 2.50%
Level VI 3.00%
Level VII 3.25%
provided, however, that if by the day for determining any Adjustment Date
Holdings has failed to deliver a Leverage Ratio Certificate as at the end
of the fiscal quarter ended immediately prior to such Adjustment Date, the
letter of credit fee for the next succeeding period from such Adjustment
Date to the next succeeding Adjustment Date shall be computed as if the
Consolidated Leverage Ratio were at Level VII; provided further, however,
to the extent that Holdings thereafter delivers a Leverage Ratio
Certificate
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during such succeeding period, the letter of credit fee for the remainder
of such succeeding period shall be computed at the rate prescribed in the
table above in this Section 3.08(a). In addition, at any time that a
Specified Default shall exist, the letter of credit fee shall be computed
as if the Consolidated Leverage Ratio were at Level VII. Such letter of
credit fee shall be due and payable in arrears on each Interest Payment
Date for Base Rate Loans."
14. Section 8.02(x) of the Credit Agreement is hereby amended by (i)
deleting the date "September 30, 1998" appearing therein and inserting the date
"December 31, 2001" in lieu thereof and (ii) deleting the proviso appearing in
sub-clause (iv) thereof.
15. Section 8.06(iv) of the Credit Agreement is hereby amended to read
in its entirety as follows:
"(iv) so long as (i) no Default under Section 7.01, 7.02(a),
9.01(a), 9.01(f) or 9.01(g) shall exist and no Event of Default shall
exist and (ii) the Consolidated Leverage Ratio for the Measurement
Period then last ended is less than 5.50 to 1.00, the Borrower may pay
management fees to CHS Management and its Affiliates quarterly in
arrears pursuant to, and in accordance with, the terms of the CHS
Management Agreement (as in effect on October 26, 1999) in an
aggregate amount for all such Persons taken together not to exceed
$125,000 per quarter plus the reasonable out-of-pocket expenses
incurred by CHS Management and its Affiliates in performing management
services for the Borrower pursuant to the CHS Management Agreement (it
being understood and agreed that the reimbursement of such reasonable
out-of-pocket expenses may be made whether or not any Default or Event
of Default exists and whether or not the Consolidated Leverage Ratio
is less than 5.50 to 1.00), provided, however, (I) such management
fees may be increased to $250,000 per quarter if the Consolidated
Leverage Ratio for the Measurement Period then last ended is less than
5.00:1.00 and (II) no management fees may be paid pursuant to this
clause (iv) for any quarter until Holdings has delivered a Leverage
Ratio Certificate in respect of the applicable Measurement Period;".
16. Section 8.07(a) of the Credit Agreement is hereby amended by
deleting the amount "$7,000,000" appearing opposite the date "December 31, 1999"
appearing therein and inserting the amount "$8,600,000" in lieu thereof.
17. Section 8.08 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"8.08 Consolidated Interest Coverage Ratio. Holdings and the
Borrower will not permit the Consolidated Interest Coverage Ratio for any
Measurement Period ending on the last day of a fiscal quarter of Holdings
set forth below to be less than the ratio set forth opposite such fiscal
quarter below:
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Fiscal Quarter Ending Ratio
- ---------------------------------------------------------- ---------------------
September 30, 1999 1.40:1.00
December 31, 1999 1.45:1.00
March 31, 2000 1.50:1.00
June 30, 2000 1.50:1.00
September 30, 2000 1.50:1.00
December 31, 2000 1.50:1.00
March 31, 2001 1.50:1.00
June 30, 2001 1.50:1.00
September 30, 2001 1.50:1.00
December 31, 2001 1.70:1.00
March 31, 2002 1.70:1.00
June 30, 2002 1.70:1.00
September 30, 2002 1.70:1.00
December 31, 2002 1.90:1.00
March 31, 2003 1.90:1.00
June 30, 2003 1.90:1.00
September 30, 2003 1.90:1.00
December 31, 2003 2.05:1.00
March 31, 2004 2.05:1.00
June 30, 2004 2.05:1.00
September 30, 2004 2.05:1.00
December 31, 2004 2.15:1.00
March 31, 2005 2.15:1.00
June 30, 2005 2.15:1.00
September 30, 2005 2.15:1.00
December 31, 2005
and the last day of each fiscal quarter thereafter 2.30:1.00".
18. Section 8.09 of the Credit Agreement is hereby amended by
deleting the ratio "1.10:1.00" appearing therein and inserting the ratio
"1.05:1.00" in lieu thereof.
19. Section 8.10 of the Credit Agreement is hereby amended to read
in its entirety as follows:
"8.10 Maximum Leverage Ratio. (a) Holdings and the Borrower will not
permit the Senior Leverage Ratio at any time during a period set forth
below to be greater than the ratio set forth opposite such period below:
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Period Ratio
- ---------------------------------------------------------- ---------------------
September 30, 1999 through and including December 30, 1999 3.90:1.00
(b) Holdings and the Borrower will not permit the Consolidated
Leverage Ratio at any time during a period set forth below to be greater
than the ratio set forth opposite such period below:
Period Ratio
- ---------------------------------------------------------- ---------------------
December 31, 1999 through and including March 30, 2000 7.30:1.00
March 31, 2000 through and including June 29, 2000 7.05:1.00
June 30, 2000 through and including December 30, 2001 7.00:1.00
December 31, 2001 through and including December 30, 2002 6.10:1.00
December 31, 2002 through and including December 30, 2003 5.45:1.00
December 31, 2003 through and including December 30, 2004 5.00:1.00
December 31, 2004 through and including December 30, 2005 4.65:1.00
Thereafter 4.35:1.00".
20. Article VIII of the Credit Agreement is hereby amended by
inserting the following new Section 8.16 at the end thereof:
"8.16 Minimum EBITDA. Holdings and the Borrower will not permit
Consolidated EBITDA for any Measurement Period ending on the last day of a
fiscal quarter of Holdings set forth below to be less than the amount set
forth opposite such fiscal quarter below:
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Fiscal Quarter Ending Amount
------------------------- ----------------------
December 31, 1999 $37,000,000
March 31, 2000 $38,200,000
June 30, 2000 $38,400,000
September 30, 2000 $38,400,000
December 31, 2000 $38,500,000
March 31, 2001 $39,100,000
June 30, 2001 $39,900,000
September 30, 2001 $41,100,000
December 31, 2001 $42,500,000
March 31, 2002 $42,830,000
June 30, 2002 $43,270,000
September 30, 2002 $43,930,000
December 31, 2002 $44,700,000
March 31, 2003 $44,955,000
June 30, 2003 $45,295,000
September 30, 2003 $45,805,000
December 31, 2003 $46,400,000
March 31, 2004 $46,325,000
June 30, 2004 $46,225,000
September 30, 2004 $46,075,000
December 31, 2004 $45,900,000
March 31, 2005 $45,990,000
June 30, 2005 $46,110,000
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September 30, 2005 $46,290,000
December 31, 2005 $46,500,000
March 31, 2006 and
the last day of each
fiscal quarter thereafter $47,000,000".
21. The Lenders hereby agree that the Borrower may amend the CHS Management
Agreement to give effect to the provisions set forth in Section 15 of this
Amendment.
22. Holdings, the Borrower and the Lenders hereby agree that the Compliance
Certificate shall be, and hereby is, amended to the extent necessary to provide
for the calculation of Consolidated EBITDA as required to be determined pursuant
to Section 8.16 of the Credit Agreement (as amended by this Amendment) and
Holdings shall calculate such Consolidated EBITDA in each such Compliance
Certificate.
23. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby agrees to pay to each Lender which executes and delivers to the
Administrative Agent a counterpart of this Amendment on or before 5:00 p.m. (New
York time) on October 26, 1999, a fee equal to 1/4 of 1% of the sum of (I) such
Lender's Revolving Commitment on the Third Amendment Effective Date and (II) the
aggregate outstanding principal amount of such Lender's Term Loans on the Third
Amendment Effective Date, with such fee to be earned on the Third Amendment
Effective Date and payable on the Business Day immediately thereafter.
24. In order to induce the Lenders to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (i) no Default or
Event of Default exists as of the Third Amendment Effective Date after giving
effect to this Amendment and (ii) all representations and warranties contained
in the Credit Agreement and in the other Loan Documents are true and correct in
all material respects as of the Third Amendment Effective Date after giving
effect to this Amendment.
25. This Amendment shall become effective on the date (the "Third Amendment
Effective Date") when (i) the Administrative Agent, the Required Lenders,
Holdings and the Borrower shall have signed a counterpart hereof (whether the
same or different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to the Administrative Agent as provided in
Section 12.02 of the Credit Agreement and (ii) the Borrower and CHS Management
shall have entered into an amendment to the CHS Management Agreement to give
effect to the provisions of Section 15 of this Amendment and the Administrative
Agent shall have received a true and correct copy of such amendment.
26. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Loan Document.
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27. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.
28. All references in the Credit Agreement and each of the Loan Documents
to the Credit Agreement shall be deemed to be references to the Credit Agreement
after giving effect to this Amendment.
29. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
hereof.
GLOBE HOLDINGS, INC.
By: /s/ Lawrence R. Walsh, V.P.
-------------------------------
Name: Lawrence R. Walsh
Title: Vice President
GLOBE MANUFACTURING CORP.
By: /s/ Lawrence R. Walsh, V.P.
-------------------------------
Name: Lawrence R. Walsh
Title: Vice President
BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ Dietmar Schiel
-------------------------------
Name: Dietmar Schiel
Title: Vice President
BANK OF AMERICA, N.A., as Lender
By: /s/ Heidi-Anne Sandquist
-------------------------------
Name: Heidi-Anne Sandquist
Title: Vice President
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MERRILL LYNCH CAPITAL CORPORATION
By: /s/ Carol J. E. Feeley
----------------------------------
Name: Carol J. E. Feeley
Title: Vice President
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as
Collateral Manager
By: /s/ Michael D. Hatley
----------------------------------
Name: Michael D. Hatley
Title: Managing Director
BHF (USA) CAPITAL CORPORATION
By: /s/ Michael Pallerito
----------------------------------
Name: Michael Pallerito
Title: Assistant Vice President
By: /s/ Jeffrey Frost
----------------------------------
Name: Jeffrey Frost
Title: Vice President
CYPRESS TREE INSTITUTIONAL FUND, LLC
By: Cypress Tree Investment Management
Company, Inc., its Managing Manager
By:
----------------------------------
Name:
Title:
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CYPRESSTREE INVESTMENT FUND, LLC
By: Cypress Tree Investment Management
Company, Inc., its Managing Manager
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By:
------------------------------------
Name:
Title:
CYPRESSTREE SENIOR FLOATING RATE FUND
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
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CYPRESSTREE INVESTMENT PARTNERS I LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By:
----------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By:
----------------------------------
Name:
Title:
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management, as Investment
Advisor
By: /s/ Scott H. Page
----------------------------------
Name: Scott H. Page
Title: Vice President
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FIRST SOURCE FINANCIAL LLP
By: First Source Financial Inc., its
Agent/Member
By: /s/ Jeffery A. Cerny
----------------------------------
Name: Jeffery A. Cerny
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Ted Moran
----------------------------------
Name: Ted Moran
Title: Assistant Vice President
HELLER FINANCIAL, INC.
By: /s/ Sheila C. Walmar
----------------------------------
Name: Sheila C. Walmar
Title: Vice President
ING HIGH INCOME PRINCIPAL PRESERVATION FUND
HOLDINGS, LDC
By: ING Capital Advisors, Inc. as Investment
Advisor
By: /s/ Michael D. Hatley
----------------------------------
Name: Michael D. Hatley
Title: Managing Director
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KZH - CYPRESSTREE-1 CORPORATION
By: /s/ Peter Chin
-------------------------------------------
Name: Peter Chin
Title: Authorized Agent
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Nobuo Tominaga
-------------------------------------------
Name: Nobuo Tominaga
Title: Chief Manager
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
PRIME INCOME TRUST
By: c/o Morgan Stanley Dean Witter
Advisors, Inc.
By: /s/ Sheila A. Finnerty
-------------------------------------------
Name: Sheila A. Finnerty
Title: Vice President
NATIONAL CITY BANK
By:
-------------------------------------------
Name:
Title:
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OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as Investment
Advisor
By: /s/ Scott H. Page
--------------------------------------------
Name: Scott H. Page
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ Scott H. Page
--------------------------------------------
Name: Scott H. Page
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By:
--------------------------------------------
Name:
Title:
SUNTRUST BANK
By: /s/ David W. Penter
--------------------------------------------
Name: David W. Penter
Title: Director Senior Relationship Manager
UNION BANK OF CALIFORNIA, N.A.
By: /s/ David W. Kinkela
-------------------------------------------
Name: David W. Kinkela
Title: Vice President
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