EXHIBIT 10.1
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of October 18,
2002, among FLEMING COMPANIES, INC., the lenders party to the Credit Agreement
referred to below (the "Lenders"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Administrative
Agent are parties to a Credit Agreement, dated as of June 18, 2002 (the "Credit
Agreement"); and
WHEREAS, the parties hereto hereby agree as follows;
NOW, THEREFORE, it is agreed:
1. Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Additional Asset Sale Basket Amount" in its
entirety.
2. The definition of "Applicable Commitment Fee Percentage" in
Section 1.01 of the Credit Agreement is hereby amended by inserting the
following text immediately after the table appearing therein:
"PROVIDED that from and after the effectiveness of the First
Amendment to this Agreement, dated as of October 18, 2002, until such time (if
any) as the Term Loans have been repaid in full, the respective percentages in
the Applicable Commitment Fee Percentage column in the table above shall be
increased by 0.25% (with such percentages to return to the levels otherwise
provided by this definition (without giving effect to this proviso) after the
repayment in full of the Term Loans) ."
3. The definition of "Applicable Rate" in Section 1.01 of the
Credit Agreement is hereby amended by restating the first clause (x) thereof as
follows:
"(x) with respect to B Term Loans (i) in the case of
Eurodollar Term Loans, 2.50% and (ii) in the case of ABR Term Loans, 1.50%"
The table appearing in the definition of "Applicable Rate" in
Section 1.01 of the Credit Agreement is hereby deleted in its entirety and the
following new table is inserted in lieu thereof:
<Table>
<Caption>
ABR
Revolving ABR Revolving
Eurodollar Eurodollar ABR Revolving Loans and Loans and
Eurodollar Revolving Revolving Loans and Swingline Swingline
Total Revolving Loans when Loans when Swingline Loans when Loans when
Leverage Loans when 0% 33.3% < x <= 66.6% < x <= Loans when 0% 33.3% < x <= 66.6% < x <=
Level Ratio <= x <= 33.3% 66.6% 100% <= x <= 33.3% 66.6% 100%
- --------- ------------ --------------- -------------- --------------- --------------- --------------- ---------------
2 Greater 2.00% 2.25% 2.50% 1.00% 1.25% 1.50%
than or
equal to
3.00:1.00
- --------- ------------ --------------- -------------- --------------- --------------- --------------- ---------------
1 Less than 1.75% 2.00% 2.25% 0.75% 1.00% 1.25%
3.00:1.00
- --------- ------------ --------------- -------------- --------------- --------------- --------------- ---------------
</Table>
The definition of "Applicable Rate" in Section 1.01 of the
Credit Agreement is hereby further amended by (1) deleting the ratio "3.50:1.00"
appearing in the penultimate sentence thereof and inserting the ratio
"3.00:1.00" in lieu thereof and (2) deleting the text "(i) 2.00% in the case of
Eurodollar Revolving Loans and (ii) 1.00% in the case of ABR Revolving Loans and
Swingline Loans and (y) at any time when an Event of Default exists, the Highest
Applicable Rates" in the last sentence thereof and by inserting in lieu thereof
the text "(i) 2.25% in the case of Eurodollar Revolving Loans and (ii) 1.25% in
the case of ABR Revolving Loans and Swingline Loans and (y) at any time when an
Event of Default exists, the Highest Applicable Rates; PROVIDED that if on or
prior to the Borrower's fiscal year ended closest to December 31, 2002, the
Borrower has not received Net Proceeds in a minimum aggregate amount of
$150,000,000 from all Retail Store Sales theretofore consummated, from and
thereafter the respective percentages in each column set forth across Level 2 in
the table above and the Applicable Rates applicable to B Term Loans as provided
above shall each be increased by 0.25%".
4. The definition of "Consolidated EBITDA" in Section 1.01 of
the Credit Agreement is hereby amended by deleting the text beginning with "and
(e) any extraordinary, unusual or non-recurring expenses" and ending with "in
the respective period in which such charge was taken" and replacing in lieu
thereof the following text:
"(e) to the extent (x) the Borrower has received Net Proceeds
from Retail Store Sales in a minimum aggregate amount of $425,000,000 and (y)
such Net Proceeds have been applied as required pursuant to Section 2.12(b), any
costs, expenses and penalties incurred as a result of the early termination of
retail leases in a maximum aggregate amount not to exceed $25,000,000, (it being
understood that any such costs, expenses or penalties incurred during a period
prior to the satisfaction of the conditions set forth in preceding clauses (x)
and (y) shall be added back for calculations of Consolidated EBITDA that include
such period after such time as the conditions set forth in clauses (x) and (y)
have been satisfied) and (f) any extraordinary, unusual or non-recurring
expenses or losses except for the amount of cash payments made in respect of
such expenses or losses in the respective period in which such charge was taken"
-2-
5. The definition of "Significant Asset Disposition" in
Section 1.01 of the Credit Agreement is hereby amended by inserting the
following sentence at the end thereof:
"It is understood and agreed that each Retail Store Sale shall
constitute a Significant Asset Disposition for the purposes of calculations of
Consolidated EBITDA made in determining compliance with Sections 2.05,
6.03(a)(iv), (v), (ix) and (x), 6.03(b)(ix), 6.06(vii), 6.09 and 6.10 and in
determining the Applicable Rate."
6. Section 1.01 of the Credit Agreement is hereby amended by
inserting the following definitions in their correct alphabetical order:
"Immaterial Retail Store Sales" means any Retail Store Sale
where the aggregate fair market value of the assets subject to such sale (as
determined by the Borrower in good faith) does not exceed $2,500,000."
"Maximum Notes Prepayment Amount" means, initially, $0,
PROVIDED that (i) from and after such time (if any) as the Borrower has received
Net Proceeds from Retail Store Sales in a minimum aggregate amount of
$150,000,000 and such Net Proceeds have been applied as required pursuant to
Section 2.12(b), the Maximum Notes Prepayment Amount shall instead mean
$25,000,000 and (ii) from and after such time (if any) as the Term Loans have
been repaid in full, the Maximum Notes Prepayment Amount shall instead mean
$50,000,000, PROVIDED that the Maximum Notes Prepayment Amount shall be further
increased by an amount not to exceed $25,000,000 for all prepayments,
repurchases, redemptions, defeasances or retirements of Existing Notes and/or
New Senior Notes made pursuant to Section 6.03(b)(vi) after the repayment in
full of all Term Loans and in reliance on this proviso so long as at the time of
each such respective prepayment, repurchase, redemption, defeasance or
retirement the aggregate unutilized Revolving Commitments equal or exceed
$200,000,000".
"Retail Store Sales" has the meaning provided in Section
6.02(c)."
7. Section 2.09(c) is hereby amended by inserting the
following new sentence at the end thereof:
"In addition, upon the earlier of (i) the last day of the
Borrower's fiscal quarter ending closest to March 31, 2003 and (ii) the
consummation by the Borrower of Retail Store Sales generating Net Proceeds of at
least $400,000,000, the Revolving Commitments shall be permanently reduced to
$475,000,000."
8. Section 2.12(b) is hereby amended by deleting the text
beginning with "(x) in the case of any Asset Disposition" and ending with
"notifies the Administrative Agent that it intends to use such Net Proceeds" and
replacing in lieu thereof the following text:
"prepay outstanding Term Loans in an aggregate amount equal to
100% of such Net Proceeds; PROVIDED that (i) if a Specified Default then exists
or will exist immediately after giving effect to the respective Asset
Disposition, the Borrower shall make the prepayments required by the clause
immediately preceding this proviso after receipt of any such Net Proceeds, (ii)
so long as no Specified Default then exists, with respect to no more than
$25,000,000 of cash proceeds in any fiscal year of the Borrower which would
otherwise be required to be applied to
-3-
the repayment of Loans pursuant to the clause immediately preceding this
proviso, the Borrower shall not be subject to the obligation to make the
prepayments otherwise required by the clause immediately preceding this proviso
if within 350 days after the receipt thereof, the Borrower reinvests such Net
Proceeds in capital assets (although proceeds from Retail Store Sales shall not
be permitted to be reinvested pursuant to this clause (ii) but shall be required
to be applied to prepay Loans as provided above) and (iii) in the case of any
Asset Disposition of the type described in clause (c) of the definition thereof,
so long as no Specified Default then exists, the Borrower shall not be subject
to the obligation to make the prepayments otherwise required by the clause
immediately preceding this proviso if within 10 Business Days the Borrower
notifies the Administrative Agent that it intends to use such Net Proceeds".
9. Section 6.02(c) is hereby deleted in its entirety and the
following text is inserted in lieu thereof:
"(c) the Borrower and its Subsidiaries may sell assets
(including the Equity Interests of any Subsidiary but only if 100% of the Equity
Interests of such Subsidiary held by the Borrower and its other Subsidiaries are
sold, but excluding intercompany Indebtedness or other obligations (other than
real property leases) among the Borrower and its Subsidiaries), so long as (i)
in the event that the fair market value (as determined in good faith by the
Borrower) of the assets the subject of such sale exceeds $25,000,000, the
Borrower is in compliance with Sections 6.09, 6.10 and 6.11 on a Pro Forma Basis
after giving effect thereto, (ii) each such sale is in an arm's-length
transaction and the Borrower or respective Subsidiary receives at least fair
market value therefor (as determined in good faith by the Borrower or such
Subsidiary, as the case may be), (iii) except in the case of Immaterial Retail
Store Sales, the total consideration (taking the amount of cash and Temporary
Cash Investments, and the fair market value (as determined by the Borrower in
good faith) of all other consideration received by the Borrower or such
Subsidiary) is paid at the time of the closing of such sale and is at least 75%
cash, (iv) the Net Proceeds therefrom are applied and/or reinvested as (and to
the extent) required by Section 2.12(b) and (v) the aggregate amount of the
proceeds (taking the amount of cash and Temporary Cash Investments, and the fair
market value (as determined by the Borrower in good faith) of all other
consideration) received from all assets sold pursuant to this clause (c) in any
fiscal year of the Borrower shall not exceed $50,000,000; PROVIDED that the
Borrower may sell retail stores (and the related inventory, equipment and
similar assets located therein and related assets (as reasonably determined by
the Borrower in good faith)) of the Borrower and its Subsidiaries, or the Equity
Interests of one or more Subsidiaries substantially all of whose assets consist
of retail stores and the related inventory, equipment and similar property
located therein and related assets (as reasonably determined by the Borrower in
good faith) (each such sale, a "Retail Store Sale") without regard to the dollar
limitation set forth above in clause (v) so long as all such Retail Store Sales
are otherwise consummated in accordance with the provisions of this clause (c)".
10. Section 6.03(b)(vi) of the Credit Agreement is hereby
deleted in its entirety and the following text is inserted in lieu thereof:
"(vi) (x) Later Maturing Indebtedness in an aggregate
principal amount not in excess of $10,000,000 and (y) Existing Notes and/or New
Senior Notes not to exceed in the aggregate at any time the Maximum Notes
Prepayment Amount;"
-4-
11. Section 6.10 of the Credit Agreement is hereby restated in
its entirety as follows:
"SECTION 6.10. TOTAL LEVERAGE RATIO. The Borrower will not
permit the Total Leverage Ratio at any time during any period set forth below to
exceed the respective ratio set forth opposite such period below (subject to
adjustment as described in the immediately succeeding sentences at any time when
same is applicable in accordance with its terms):
<Table>
<Caption>
Period Ratio
------ -----
From the last day of the Borrower's fiscal quarter 4.75:1.00
ending closest to September 30, 2002 to, but not
including, the last day of the Borrower's fiscal
quarter ending closest to March 31, 2003
Thereafter to, but not including, the last day 4.25:1.00
of the Borrower's fiscal year ending closest to
December 31, 2003
Thereafter to, but not including, the last day 4.00:1.00
of the Borrower's fiscal year ending closest to
December 31, 2004
Thereafter to, but not including, the last day 3.75:1:00
of the Borrower's fiscal year ending closest to
December 31, 2005
Thereafter 3.50:1:00
</Table>
Notwithstanding anything to the contrary contained in the table set forth above,
(i) if on or prior to the last day of the Borrower's fiscal year ended closest
to December 31, 2002, the Borrower has received Net Proceeds in an aggregate
amount of at least $150,000,000 from all Retail Store Sales, the required
compliance levels pursuant to this covenant for the period beginning 10 Business
Days after the Borrower's receipt of such Net Proceeds, to, but not including,
the last day of the Borrower's fiscal quarter ended closest to March 31, 2003
shall be 4.50:1.00, (ii) if on or prior to the last day of the Borrower's fiscal
quarter ended closest to March 31, 2003, the Borrower has received Net Proceeds
in an aggregate amount of at least $400,000,000 from all Retail Store Sales, the
required compliance levels pursuant to this covenant for the period beginning on
the date of the Borrower's receipt of such Net Proceeds, to, but not including,
the last day of the Borrower's fiscal quarter ended closest to September 30,
2003 shall be 4.50:1.00 and (iii) at any time from September 1 to and including
December 15 of each year (beginning with the year 2003) the maximum permitted
Total Leverage Ratio as otherwise set forth in the table above (or if clause
(ii) is applicable, as otherwise set forth in such clause (ii)) for the
applicable period shall be adjusted by increasing the numerator by 0.25 (for
example, if preceding clause (ii) is not applicable, for the period from
September 1, 2003 to and including
-5-
December 15, 2003, the maximum permitted Total Leverage Ratio would be increased
from 4.25:1.00 to 4.50:1.00 and if preceding clause (ii) is applicable, for the
period from September 1, 2003 to but not including the last day of the
Borrower's fiscal quarter ending closest to September 30, 2003, the maximum
permitted Total Leverage Ratio would be increased from 4.50:1.00 to 4.75:1.00,
and for the period from the last day of the Borrower's fiscal quarter ending
closest to September 30, 2003 to and including December 15, 2003, the maximum
permitted Total Leverage Ratio would be increased from 4.25:1.00 to 4.50:1.00)."
12. Section 6.11 is hereby amended by inserting the following
text at the end thereof:
"PROVIDED that upon the earlier of (i) the receipt by the
Borrower of Net Proceeds from Retail Store Sales in a minimum aggregate amount
of $150,000,000 and (ii) the last day of the Borrower's fiscal quarter ending
closest to March 31, 2003, the Borrower will not permit the Asset Coverage Ratio
to be less than 2.50:1.00 at any time."
13. In order to induce the Lenders to enter into this
Amendment, the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the First Amendment Effective Date (as defined
below), both before and after giving effect to this Amendment, and (y) all of
the representations and warranties contained in the Credit Agreement and in the
other Loan Documents shall be true and correct in all material respects on the
date hereof, both before and after giving effect to this Amendment, with the
same effect as though such representations and warranties had been made on and
as of such date.
14. 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.
15. 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.
16. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
17. This Amendment shall become effective on the date (the
"First Amendment Effective Date") when (i) the Borrower, the Required Lenders
and the Majority Lenders holding Revolving Commitments shall have signed a
counterpart hereof and shall have delivered (including by way of telecopier) the
same to the Administrative Agent at the address provided in Section 9.01(b) of
the Credit Agreement by 2:00 p.m. (New York City time) on October 18, 2002,
PROVDIED that, notwithstanding anything to the contrary contained above in this
sentence, the amendment contained in Section 12 of this Amendment shall not be
effective until such time as the conditions set forth above in this sentence
have been met and the Aggregate Supermajority Lenders shall have signed a
counterpart hereof and shall have delivered
-6-
(including by way of telecopier) the same to the Administrative Agent at the
address provided in Section 9.01(b) of the Credit Agreement and (ii) the
Borrower shall have paid to the Administrative Agent for distribution to each
Lender who has delivered an executed counterpart hereof by 2:00 p.m. (New York
City time) on October 18, 2002 as provided in clause (i) above a non-refundable
cash fee in an amount equal to 12.5 basis points (0.125%) of an amount equal to
the sum of the outstanding principal amount of Term Loans of such Lender and the
Revolving Commitment of such Lender, in each case as same is in effect on the
First Amendment Effective Date.
18. From and after the First Amendment Effective Date, all
references in the Credit Agreement and each of the other Loan Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
-7-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
FLEMING COMPANIES, INC.
By /s/ Matthew H. Hildreth
---------------------------------------------
Name: Matthew H. Hildreth
Title: Senior Vice President, Finance
and Treasurer
DEUTSCHE BANK TRUST COMPANY
AMERICAS, Individually and as
Administrative Agent
By /s/ Marguerite Sutton
---------------------------------------------
Name: Marguerite Sutton
Title: Vice President
Centurion CDO VI, LTD
By: American Express Asset
Management Group Inc. as Collateral
Manager
By /s/ Steven B. Staver
-------------------------------------------
Name: Steven B. Staver
Title: Managing Director
American Express Certificate Company
By: American Express Asset
Management Group Inc. as Collateral
Manager
By /s/ Steven B. Staver
-------------------------------------------
Name: Steven B. Staver
Title: Managing Director
IDS Life Insurance Company
By: American Express Asset
Management Group Inc. as Collateral
Manager
By /s/ Steven B. Staver
-------------------------------------------
Name: Steven B. Staver
Title: Managing Director
Sequils - Centurion V, Ltd.
By: American Express Asset
Management Group Inc. as Collateral
Manager
By /s/ Steven B. Staver
-------------------------------------------
Name: Steven B. Staver
Title: Managing Director
Mariner CDO 2002, LTD.
By /s/ David Mahon
---------------------------------------
Name: David Mahon
Title: Vice President
VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays Capital
Asset Management Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
By /s/ Martin F. Davey
-------------------------------------------
Name: Martin F. Davey
Title: Director
VENTURE II CDO 2002, LIMITED
By its investment advisor, Barclays Capital
Asset Management Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
By /s/ Martin F. Davey
-------------------------------------------
Name: Martin F. Davey
Title: Director
KZH CYPRESSTREE-1 LLC
By /s/ Susan Lee
--------------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH ING-2 LLC
By /s/ Susan Lee
-------------------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH STERLING LLC
By /s/ Susan Lee
-------------------------------------------
Name: Susan Lee
Title: Authorized Agent
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.
By /s/ Alan Corkish
---------------------------------------
Name: Alan Corkish
Title: Director
BANK OF AMERICA, N.A.
By /s/ William Sweeney
------------------------------------------
Name: William Sweeney
Title: Managing Director
MAGNETITE IV CLO, LIMITED
By /s/ M. Williams
-------------------------------------------
Name: M. Williams
Title: Director
BNP Paribas
By /s/ Angela Bentley Arnold
------------------------------------------------
Name: Angela Bentley Arnold
Title: Vice President
By /s/ Craig Pierce
-------------------------------------------
Name: Craig Pierce
Title: Associate
Sierra CLO I
By /s/ John M. Casparian
-------------------------------------------
Name: John M. Casparian
Title: Chief Operating Officer
CIT Business Credit Inc.
By /s/ Vincent Belcastro
--------------------------------------------
Name: Vincent Belcastro
Title: Vice President
COMERICA BANK
By /s/ Mark B. Grover
-------------------------------------------
Name: Mark B. Grover
Title: First Vice President
KZH CNC LLC
By /s/ Susan Lee
------------------------------------
Name: Susan Lee
Title: Authorized Agent
JUPITER LOAN FUNDING LLC
By /s/ Ann E. Morris
----------------------
Name: Ann E. Morris
Title: Assistant Vice President
WINGED FOOT FUNDING TRUST
By /s/ Ann E. Morris
----------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
Atrium CDO
By /s/ Andrew H. Marshak
------------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING I
By /s/ Andrew H. Marshak
-------------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By /s/ Andrew H. Marshak
-------------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
CSAM FUNDING I
By /s/ Andrew H. Marshak
-------------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
CSAM FUNDING II
By /s/ Andrew H. Marshak
-------------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
BRYAN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
By /s/ Matt Stouffer
-------------------------------------------
Name: Matt Stouffer
Title: Vice President
ROSEMONT CLO, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
By /s/ Matt Stouffer
-------------------------------------------
Name: Matt Stouffer
Title: Vice President
MUIRFIELD TRADING LLC
By /s/ Ann E. Morris
-------------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By /s/ Ann E. Morris
-------------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management LLC as its
Collateral Manager
By /s/ Matt Stouffer
-------------------------------------------
Name: Matt Stouffer
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an affiliate
By /s/ John Thacker
-------------------------------------------
Name: John Thacker
Title: Chief Credit Officer
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Eaton Vance Senior Income Trust
By: Eaton Vance Management as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Eaton Vance Institutional Senior Loan Fund
By: Eaton Vance Management as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Oxford Strategic Income Fund
By: Eaton Vance Management as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Eaton Vance CDO III, Ltd.
By: Eaton Vance Management as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Eaton Vance CDO IV, Ltd.
By: Eaton Vance Management as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Costantinus Eaton Vance CDO V, Ltd.
By: Eaton Vance Management as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Grayson & Co
By: Boston Management and Research
as Investment Advisor
By /s/ Payson F. Swaffield
-------------------------------------------
Name: Payson F. Swaffield
Title: Vice President
Fortis Capital Corp.
By /s/ John C. Preneta
-------------------------------------------
Name: John C. Preneta
Title: Executive Vice President
Fortis Capital Corp.
By /s/ John O'Connor
-------------------------------------------
Name: John O'Connor
Title: Managing Director
FRANKLIN CLO I, LTD
By /s/ Richard Hsu
-------------------------------------------
Name: Richard Hsu
Title: Vice President
FRANKLIN CLO II, LTD
By /s/ Richard Hsu
-------------------------------------------
Name: Richard Hsu
Title: Vice President
FRANKLIN CLO III, LTD
By /s/ Richard Hsu
-------------------------------------------
Name: Richard Hsu
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By /s/ Richard Hsu
-------------------------------------------
Name: Richard Hsu
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ W. Jerome McDermott
-------------------------------------------
Name: W. Jerome McDermott
Title: Duly Authorized Signatory
KZH WATERSIDE LLC
By /s/ Susan Lee
-------------------------------------------
Name: Susan Lee
Title: Authorized Agent
GUARANTY BANK
By /s/ Donald R. Pullen
-------------------------------------------
Name: Donald R. Pullen
Title: Senior Vice President
Harch CLO I, Ltd.
By /s/ Michael E. Lewitt
-------------------------------------------
Name: Michael E. Lewitt
Title: Authorized Signatory
Blue Square Funding Series 3
By: Deutsche Bank Trust Company Americas
By /s/ Susan Anderson
-------------------------------------------
Name: Susan Anderson
Title: Assistant Vice President
California Public Employees' Retirement System
By: Highland Capital Management, L.P.
As Authorized Representative of the Board
By /s/ Louis Koven
-------------------------------------------
Name: Louis Koven
Title: Executive Vice President - CFO
ELF Funding Trust I
By: Highland Capital Management, L.P.
As Collateral Manager
By /s/ Louis Koven
-------------------------------------------
Name: Louis Koven
Title: Executive Vice President - CFO
EMERALD ORCHARD LIMITED
By /s/ David G. Parker
-------------------------------------------
Name: David G. Parker
Title: Attorney-in-fact
GLENEAGLES TRADING LLC
By /s/ Ann E. Morris
-------------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
KZH HIGHLAND-2 LLC
By /s/ Susan Lee
-------------------------------------------
Name: Susan Lee
Title: Authorized Agent
Highland Loan Funding V Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By /s/ Louis Koven
-------------------------------------------
Name: Louis Koven
Title: Executive Vice President - CFO
Pam Capital Funding L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By /s/ Louis Koven
-------------------------------------------
Name: Louis Koven
Title: Executive Vice President - CFO
Restoration Funding CLO, Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By /s/ Louis Koven
-------------------------------------------
Name: Louis Koven
Title: Executive Vice President - CFO
Highland Legacy Limited
By: Highland Capital Management, L.P.
As Collateral Manager
By /s/ Louis Koven
-------------------------------------------
Name: Louis Koven
Title: Executive Vice President - CFO
PACIFICA PARTNERS I, L.P.
By: Imperial Credit Asset Management
As its Investment Manager
By /s/ Mary Shaifer
-------------------------------------------
Name: Mary Shaifer
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By /s/ Charles Kobayashi
-------------------------------------------
Name: Charles Kobayashi
Title: Principal and Portfolio Manager
JPMorgan Chase Bank
By /s/ Teri Streusand
-------------------------------------------
Name: Teri Streusand
Title: Vice President
LEHMAN COMMERICIAL PAPER INC.
By /s/ Francis J. Chang
-------------------------------------------
Name: Francis J. Chang
Title: Authorized Signatory
CONTINENTAL CASUALTY COMPANY
By /s/ Dennis R. Hemme
-------------------------------------------
Name: Dennis R. Hemme
Title: Vice President
Manufacturers and Traders Trust Company
By /s/ Christopher Kania
-------------------------------------------
Name: Christopher Kania
Title: Vice President
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance
Company as Investment Manager
By /s/ Mary Ann McCarthy
-------------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc. as Investment
Advisor
By /s/ Mary Ann McCarthy
-------------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
Mizuho Corporate Bank
By /s/ Vincent M. Iugato
-------------------------------------------
Name: Vincent M. Iugato
Title: Senior Vice President and Group Head
Morgan Stanley Prime Income Trust
By /s/ Sheila A. Finnerty
-------------------------------------------
Name: Sheila A. Finnerty
Title: Executive Director
National City Bank
By /s/ Stephen Bassett
-------------------------------------------
Name: Stephen Bassett
Title: Assistant Vice President
ELF FUNDING TRUST III
By: New York Life Investment Management, LLC, as
Attorney-in-Fact
By /s/ Robert H. Dial
-------------------------------------------
Name: Robert H. Dial
Title: Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Investment Management, LLC, its
Investment Manager
By /s/ Robert H. Dial
-------------------------------------------
Name: Robert H. Dial
Title: Vice President
Nomura Bond & Loan Fund
By: UFJ Trust Company of New York as Trustee
By: Nomura Corporate Research and Asset Management
Inc. as Attorney-in-Fact
By /s/ Elizabeth Maclean
-------------------------------------------
Name: Elizabeth Maclean
Title: Vice President
Clydesdale CLO 2001-1, LTD
By: Nomura Corporate Research and Asset
Management Inc. as Collateral Manager
By /s/ Elizabeth Maclean
-------------------------------------------
Name: Elizabeth Maclean
Title: Vice President
OPPENHEIMER SENIOR FLOATING RATE FUND
By /s/ Bill Campbell
-------------------------------------------
Name: Bill Campbell
Title: Manager
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC as its
Investment Manager
By /s/ Brian S. Horton
-------------------------------------------
Name: Brian S. Horton
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD,
By: ING Investments, LLC as its
Investment Manager
By /s/ Brian S. Horton
-------------------------------------------
Name: Brian S. Horton
Title: Vice President
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC as its
Investment Manager
By /s/ Brian S. Horton
-------------------------------------------
Name: Brian S. Horton
Title: Vice President
SEQUILS - PILGRIM I, LTD
By: ING Investments, LLC as its
Investment Manager
By /s/ Brian S. Horton
-------------------------------------------
Name: Brian S. Horton
Title: Vice President
ING PRIME RATE TRUST
By: ING Investments, LLC as its
Investment Manager
By /s/ Brian S. Horton
-------------------------------------------
Name: Brian S. Horton
Title: Vice President
ING SENIOR INCOME FUND
By: ING Investments, LLC as its
Investment Manager
By /s/ Brian S. Horton
-------------------------------------------
Name: Brian S. Horton
Title: Vice President