JARDEN CORPORATION
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is dated as of March 31, 2004 and entered into by and among JARDEN
CORPORATION, a Delaware corporation (the "BORROWER"), the Credit Support Parties
(as hereafter defined) solely for purposes of Sections 4 and 5 hereof, the
financial institutions listed on the signature pages hereof (each individually a
"LENDER" and collectively the "LENDERS"), BANK OF AMERICA, N.A. ("BANK OF
AMERICA"), in its capacity as resigning administrative agent for the Lenders,
and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as successor administrative
agent for the Lenders, and is made with reference to that certain Amended and
Restated Credit Agreement dated as of September 2, 2003 (as amended, the "CREDIT
AGREEMENT"), by and among the Borrower, the Lenders party thereto, the other
agents named therein and the Administrative Agent (as defined in the Credit
Agreement). Capitalized terms used herein without definition shall have the
respective meanings assigned such terms as set forth in the Credit Agreement.
RECITALS
WHEREAS, Bank of America desires to resign as the current
Administrative Agent under the Credit Agreement and other Loan Documents, and
the Borrower and the Lenders party hereto desire to appoint CIBC as the
successor Administrative Agent.
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. RESIGNATION OF BANK OF AMERICA AS ADMINISTRATIVE AGENT; APPOINTMENT
OF CIBC AS SUCCESSOR ADMINISTRATIVE AGENT; AMENDMENTS TO CREDIT AGREEMENT.
1.1 RESIGNATION OF ADMINISTRATIVE AGENT.
Bank of America, in its capacity as the current Administrative Agent
under the Credit Agreement, hereby gives notice to the Borrower and the Lenders
pursuant to Section 9.09 of the Credit Agreement that, effective on and as of
the Resignation Effective Date (as defined in Section 2 hereof), it resigns as
the Administrative Agent under the Credit Agreement and the other Loan
Documents. The Required Lenders, the Borrower and CIBC, by their execution
hereof, hereby waive the thirty-day notice requirement set forth in Section 9.09
of the Credit Agreement for the resignation of the current Administrative Agent.
1.2 APPOINTMENT OF SUCCESSOR ADMINISTRATIVE AGENT.
A. The Required Lenders and the Borrower hereby agree that, effective as of
the Resignation Effective Date, CIBC, acting through one or more of its
agencies, branches or affiliates, shall be appointed as the successor
Administrative Agent under the Credit Agreement and the other Loan Documents,
and CIBC hereby accepts such appointment. The Required Lenders, Bank of America,
CIBC and the Borrower hereby agree that upon the
effectiveness of the appointment of CIBC as the successor Administrative Agent
under the Credit Agreement and the other Loan Documents, (i) CIBC as the
successor Administrative Agent shall succeed to and become vested with all the
rights, powers and duties of Bank of America as the resigning Administrative
Agent, including its rights and powers as an L/C Issuer and as the Swing Line
Lender, (ii) Bank of America shall be discharged from its appointment, power and
duties as the Administrative Agent, and from its rights, powers and duties as an
L/C Issuer (except with respect to any outstanding Letters of Credit issued by
Bank of America as an L/C Issuer prior to the Resignation Effective Date, which
Bank of America agrees, and the Required Lenders, CIBC and the Borrower
acknowledge, may remain outstanding under the Credit Agreement until their
respective expiry dates) and as the Swing Line Lender under the Credit Agreement
and the other Loan Documents, and (iii) on and after such effectiveness, (x) all
references to the "Administrative Agent" and "L/C Issuer" under the Credit
Agreement, the Loan Documents and all other related documents shall mean and
include CIBC as the Administrative Agent or an L/C Issuer, as applicable, and
(y) all references to the "Swing Line Lender" under the Credit Agreement, the
Loan Documents and all other related documents shall mean and include CIBC Inc.
as the Swing Line Lender.
B. The Borrower and its Subsidiaries and Bank of America shall, at the
Borrower's cost, make available to CIBC such documents and records and provide
such assistance as CIBC may reasonably request for the purpose of performing its
function as the successor Administrative Agent under the Credit Agreement, the
other Loan Documents and all other related documents, and to effect the
assignment of all Security Instruments and the Collateral from Bank of America
as the resigning Administrative Agent to CIBC as the successor Administrative
Agent under the Credit Agreement and the other Loan Documents, and shall take
such other action and execute such other documents as CIBC may reasonably
request with respect to the foregoing.
C. The Borrower agrees to pay, and (to the extent received from the
Borrower) Bank of America hereby agrees to distribute to the Lenders, all unpaid
principal, interest and fees owing to any Lender with respect to the Loans for
the March 31, 2004 Quarterly Fee Calculation Date on March 31, 2004 (rather than
on April 7, 2004, the applicable Quarterly Fee Payment Date for such period);
provided that Bank of America shall have delivered its calculations to the
Borrower with respect to any such principal, interest and fees to be paid to the
Lenders as set forth herein no later than 12:00 Noon (New York time) on March
30, 2004, and Bank of America hereby agrees to provide such calculations to the
Borrower so long as the Borrower has not requested any Letters of Credit after
5:00 p.m. (New York time) on March 26, 2004.
D. Notwithstanding the amendments set forth in Section 1.3 below, the
provisions of Article IX and Sections 10.04 and 10.05 of the Credit Agreement
shall continue to inure to the benefit of Bank of America as the resigning
Administrative Agent as to any actions taken or omitted to be taken by it while
it was the Administrative Agent under the Credit Agreement.
2
1.3 AMENDMENTS TO THE CREDIT AGREEMENT
A. AMENDMENTS TO ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS
(i) Section 1.01 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order
"CIBC" means Canadian Imperial Bank of Commerce, acting through
one or more of its agencies, branches or affiliates.
"Citibank" means Citicorp North America, Inc.
(ii) Section 1.01 of the Credit Agreement is further amended by
amending and restating the following definitions to read in their entirety
as follows:
"L/C Issuer" means each of CIBC with respect to standby letters
of credit, Citibank with respect to commercial letters of credit, Bank
of America, N.A. with respect to any Letters of Credit issued prior to
April 1, 2004, and (upon designation pursuant to Section 2.04(l)) the
Designated L/C Issuer, each in their capacity as issuers of Letters of
Credit hereunder, or any successor to any of them as an issuer of
Letters of Credit hereunder.
"Quarterly Fee Payment Date" means, with respect to any Quarterly
Fee Calculation Date, the date that is five (5) days after such
Quarterly Fee Calculation Date.
"Swing Line Lender" means CIBC Inc., in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.
(iii) The definitions of "Bank of America", "BAS" and "Fleet" in
Section 1.01 of the Credit Agreement are hereby deleted in their entirety.
(iv) The definitions of "Administrative Agent", "Base Rate", "Cash
Collateralize", and "Federal Funds Rate", in Section 1.01 of the Credit
Agreement are each hereby amended by deleting the references to "Bank of
America" appearing therein and substituting "CIBC" in place thereof.
(v) The definition of "Agent-Related Persons" in Section 1.01 of the
Credit Agreement is hereby amended by deleting the parenthetical
"(including, in the case of Bank of America in its capacity as the
Administrative Agent, BAS)" appearing therein.
(vi) The definition of "Eurodollar Rate" in Section 1.01 of the
Credit Agreement is hereby amended by deleting clause (iii) appearing
therein and substituting in place thereof the following:
3
"(iii) if the rates referenced in the preceding subsections (i)
and (ii) are not available, the rate per annum determined by the
Administrative Agent as the rate of interest at which deposits in
Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the Eurodollar Rate
Loan being made, Continued or Converted by CIBC in its capacity
as a Lender and with a term equivalent to such Interest Period
that would be offered to CIBC in the London interbank eurodollar
market at its request at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest
Period."
B. AMENDMENTS TO ARTICLE II: THE COMMITMENTS AND CREDIT EXTENSIONS
(i) Section 2.03(b) of the Credit Agreement is hereby amended by
deleting the references to "Bank of America" appearing therein and
substituting the term "CIBC" in place thereof.
(ii) Section 2.05(b) of the Credit Agreement is hereby amended by
deleting the reference to "4:00 p.m." appearing in the second sentence
thereof and substituting "2:30 p.m." in place thereof.
(iii) Section 2.11 of the Credit Agreement is hereby amended by
deleting the references to "Bank of America" appearing therein and
substituting the term "CIBC" in place thereof.
C. AMENDMENTS TO SECTION IX: THE ADMINISTRATIVE AGENT
(i) Sections 9.08 and 9.09 of the Credit Agreement are hereby
amended by deleting the references to "Bank of America" appearing therein
and substituting the term "CIBC" in place thereof.
D. AMENDMENTS TO SECTION X: MISCELLANEOUS
(i) Section 10.07(j) of the Credit Agreement is hereby amended by
deleting the references to "Bank of America" appearing therein and
substituting the term "CIBC" in place thereof.
(ii) Section 10.07(k) of the Credit Agreement is hereby amended by
deleting the references to "Fleet" appearing therein and substituting the
term "Citibank" in place thereof.
E. ADDITION OF EXHIBIT
(i) EXHIBIT H: FORM OF LETTER OF CREDIT APPLICATION. Exhibit H
to the Credit Agreement is hereby amending by adding thereto a new Exhibit
H in the form of Annex A to this Amendment.
F. AMENDMENTS TO SCHEDULES
4
(i) Schedule 10.02 of the Credit Agreement is hereby amended by
deleting the contact information for Bank of America, N.A., as
Administrative Agent, and substituting in place thereof the following:
"Canadian Imperial Bank of Commerce, as Administrative Agent
425 Lexington Avenue
New York, New York 10017
Attn: Agency Services Dept.
Telecopy: 212-856-3763
with a copy to:
CIBC World Markets Corp.
10880 Wilshire Blvd.
Suite 1700
Los Angeles, California 90024
Telecopy: 310-446-3610"
1.4 AMENDMENTS TO THE GUARANTY AND SECURITY INSTRUMENTS
A. On and after the Resignation Effective Date, all references to "Bank
of America, N.A." in its capacity as Administrative Agent under the Guaranty and
any Security Instrument shall be deemed to mean "Canadian Imperial Bank of
Commerce".
SECTION 2. CONDITIONS TO EFFECTIVENESS OF RESIGNATION OF ADMINISTRATIVE AGENT
AND APPOINTMENT OF SUCCESSOR ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT.
Section 1 of this Amendment shall become effective on and as of April
1, 2004 upon the prior or concurrent satisfaction of all of the following
conditions precedent (the "RESIGNATION EFFECTIVE DATE"):
(a) CIBC, as the successor Administrative Agent, and Bank of America,
as the resigning Administrative Agent, shall have each received executed
counterparts of this Amendment from (i) the Required Lenders under the
Credit Agreement, (ii) the Borrower and the other Credit Support Parties,
(iii) Bank of America, as the resigning Administrative Agent, and (iv)
CIBC, as the successor Administrative Agent;
(b) the Borrower shall have delivered to CIBC, as successor
Administrative Agent and successor Swing Line Lender, a Swing Line
Revolving Loan Notice, which notice shall request a Swing Line Loan to be
made on the Resignation Effective Date in an amount sufficient to payoff
any outstanding Swing Line Loans provided by Bank of America as the Swing
Line Lender prior to the Resignation Effective Date, and shall direct CIBC
to pay such amount directly to Bank of America to retire any such
outstanding Swing Line Loans provided by Bank of America; and
5
(c) all reasonable fees and expenses payable to Bank of America, as
Administrative Agent (including all accrued, reasonable fees and expenses
of counsel to Bank of America in its role as the Administrative Agent)
estimated to date shall have been paid in full (without prejudice to final
settling of accounts for such fees and expenses), and all outstanding Swing
Line Loans provided by Bank of America shall have been paid in full and
terminated.
SECTION 3. THE BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to
consent to the appointment of CIBC as the successor Administrative Agent in
Section 1.2 and the amendments in Sections 1.3 and 1.4 relating thereto in the
manner provided herein, the Borrower represents and warrants to each Lender that
the following statements are true, correct and complete:
A. POWER AND AUTHORITY. The Borrower has all requisite power and
authority to enter into this Amendment and all other documents to be delivered
by the Borrower and the other Credit Support Parties pursuant to the Amendment
(collectively, the "AMENDMENT DOCUMENTS"), and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement as
amended by this Amendment (the "AMENDED AGREEMENT") and the other Loan Documents
as amended by the other Amendment Documents.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the other Amendment Documents and the performance of the Amended
Agreement have been duly authorized by all necessary action on the part of the
Loan Parties.
C. NO CONFLICT. The execution and delivery by the Borrower and the Credit
Support Parties of this Amendment and the other Amendment Documents, and the
performance by the Borrower and the other Credit Support Parties of the Amended
Agreement and other Loan Documents as amended by the other Amendment Documents,
do not and will not (i) violate any provision of any law or any governmental
rule or regulation applicable to the Borrower or any of its Subsidiaries, the
Organization Documents of the Borrower or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding on the
Borrower or any of its Subsidiaries, (ii) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of the Borrower or any of its Subsidiaries (other than
any such conflict, breach or default which could not reasonably be expected to
result in a Material Adverse Effect), (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of the Borrower or
any of its Subsidiaries (other than any Lien created under any of the Loan
Documents in favor of the Administrative Agent), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of the Borrower or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by the Borrower and
the Credit Support Parties of this Amendment and the other Amendment Documents,
and the performance by the Borrower and the Credit Support Parties of the
Amended Agreement and the other Loan Documents as amended by the other Amendment
Documents, do not and will
6
not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental authority
or regulatory body, except as is necessary or required by the Administrative
Agent under the Loan Documents to effect the assignment of all Security
Instruments and the Collateral from Bank of America as the resigning
Administrative Agent to CIBC as the successor Administrative Agent.
E. BINDING OBLIGATION. This Amendment and other Amendment Documents have
been duly executed and delivered by the Borrower and this Amendment and the
Amended Agreement are the legally valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT.
The representations and warranties contained in Article V of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the Resignation Effective Date, to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute a Default or an Event of Default.
SECTION 4. ACKNOWLEDGEMENT AND CONSENT
Each Guarantor listed on the signatures pages hereof (each, a "CREDIT
SUPPORT PARTY") hereby acknowledges and agrees that each of the Guaranty and
each Security Instrument (each, a "CREDIT SUPPORT Document") to which it is a
party or otherwise bound shall continue in full force and effect and that all of
its obligations thereunder shall be valid and enforceable and shall not be
impaired or limited by the execution or effectiveness of this Amendment. Each
Guarantor represents and warrants that all representations and warranties
applicable to such Guarantor contained in the Amended Agreement and the Credit
Support Documents to which it is a party or otherwise bound are true, correct
and complete in all material respects on and as of the Resignation Effective
Date, to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
Each Guarantor acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such Guarantor is not
required by the terms of the Credit Agreement or any other Loan Document to
consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other
Loan Document shall be deemed to require the consent of such Guarantor to any
future amendments to the Credit Agreement.
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SECTION 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Resignation Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended or amended and restated by this
Amendment, the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of the
Administrative Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. FEES AND EXPENSES. The Borrower acknowledges that all reasonable
costs, fees and expenses as described in Section 10.04 of the Credit Agreement
incurred by the Administrative Agent and its counsel with respect to this
Amendment and the documents and transactions contemplated hereby shall be for
the account of the Borrower.
C. HEADINGS. Section and Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
JARDEN CORPORATION
By:/s/ Desiree DeStefano
---------------------------------
Name: Desiree DeStefano
Title: Senior Vice President
THE CREDIT SUPPORT PARTIES:
HEARTHMARK, LLC, a Delaware limited liability
company
ALLTRISTA PLASTICS CORPORATION, an
Indiana corporation
ALLTRISTA NEWCO CORPORATION, an
Indiana corporation
LEHIGH CONSUMER PRODUCTS
CORPORATION, a Pennsylvania corporation
TILIA, INC. (successor by name change to Alltrista
Acquisition I, Inc.), a Delaware corporation
TILIA DIRECT, INC. (successor by name change to
Alltrista Acquisition II, Inc.), a Delaware
corporation
TILIA INTERNATIONAL, INC. (successor by name
change to Alltrista Acquisition III, Inc.),
a Delaware corporation
QUOIN, LLC, a Delaware limited liability company
O.W.D. INCORPORATED, a New York corporation
TUPPER LAKES PLASTICS, INCORPORATED,
a New York corporation
By: /s/ Desiree DeStefano
-------------------------------
Name: Desiree DeStefano
Title: Vice President
ALLTRISTA ZINC PRODUCTS, L.P., an Indiana
limited partnership
By: Alltrista Newco Corporation, a Indiana
corporation, its general partner
By: /s/ Desiree DeStefano
--------------------------------
Name: Desiree DeStefano
Title: Vice President
BANK OF AMERICA, N.A., as resigning
Administrative Agent
By: /s/ Thomas R. Durham
---------------------------------
Name: Thomas R. Durham
Title: Managing Director
CANADIAN IMPERIAL BANK OF COMMERCE,
as successor Administrative Agent
By: /s/ Justin Sendak
---------------------------------
Justin Sendak
Managing Director
CIBC World Markets Corp., AS AGENT
CIBC INC., as a Lender
By: /s/ Justin Sendak
---------------------------------
Justin Sendak
Managing Director
CIBC World Markets Corp., AS AGENT
Bank of America N.A., as a Lender
By: /s/ Thomas R. Durham
---------------------------------
Name: Thomas R. Durham
Title: Managing Director
Pinehurst Trading, Inc., as a Lender
By: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
PPM Spyglass Funding Trust, as a Lender
By: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Authorized Agent
PPM Shadow Creek Funding LLC, as a Lender
By: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
SRF Trading, Inc. as a Lender
By: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
SRF 2000, Inc., as a Lender
By: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
Stanwich Loan Funding LLC, as a Lender
By: /s/ Ann E. Morris
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
Centurion CDO VI, Ltd.
By: American Express Asset Management Group Inc.
as Collateral Manager, as a Lender
By: /s/ Leanne Stavrakis
---------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Centurion CDO II, Ltd.
By: American Express Asset Management Group Inc.
as Collateral Manager, as a Lender
By: /s/ Leanne Stavrakis
---------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
Sequils - Centurion V, Ltd.
By: American Express Asset Management Group Inc.
as Collateral Manager, as a Lender
By: /s/ Leanne Stavrakis
---------------------------------
Name: Leanne Stavrakis
Title: Director - Operations
IDS Life Insurance Company
By: American Express Asset Management Group, Inc.
as Collateral Manager, as a Lender
By: /s/ Yvonne E. Stevens
---------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
American Express Certificate Company
By: American Express Asset Management Group, Inc.
as Collateral Manager, as a Lender
By: /s/ Yvonne E. Stevens
---------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
Metropolitan Life Insurance Company, as a Lender
By: /s/ James A. Wiviott
---------------------------------
Name: James A. Wiviott
Title: Director
MetLife Bank N.A., as a Lender
By: /s/ Kenneth A. McIntire, Jr.
---------------------------------
Name: Kenneth A. McIntire, Jr.
Title: Commercial Loan Officer
U.S. Bank National Association, as a Lender
By: /s/ Daniel R. Kraus
---------------------------------
Name: Daniel R. Kraus
Title: Officer
Harris Trust and Savings Bank, as a Lender
By: /s/ Betzaida Erdelyi
---------------------------------
Name: Betzaida Erdelyi
Title: Vice President
The Bank of New York, as a Lender
By: /s/ Joanna S. Bellocq
---------------------------------
Name: Joanna S. Bellocq
Title: Vice President
Carlyle High Yield Partners IV, Ltd., as a Lender
By: /s/ Linda Pace
---------------------------------
Name: Linda Pace
Title: Managing Director
Carlyle High Yield Partners II, Ltd., as a Lender
By: /s/ Linda Pace
---------------------------------
Name: Linda Pace
Title: Managing Director
Carlyle Loan Opportunity Fund, as a Lender
By: /s/ Linda Pace
---------------------------------
Name: Linda Pace
Title: Managing Director
Carlyle High Yield Partners III, Ltd., as a Lender
By: /s/ Linda Pace
---------------------------------
Name: Linda Pace
Title: Managing Director
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an affiliate,
as a Lender
By: /s/ John P. Thacker
---------------------------------
Name: John P. Thacker
Title: Chief Credit Officer
Trumbull THC Ltd., as a Lender
By: /s/ Theresa Lynch
---------------------------------
Name: Theresa Lynch
Title: Assistant Vice President
National City Bank, as a Lender
By: /s/ David G. McNeely
---------------------------------
Name: David G. McNeely
Title: Assistant Vice President
Simsbury CLO, Limited
By: David L. Babson & Company Inc. under delegated
authority from Massachusetts Mutual Life
Insurance Company as Collateral, as a Lender Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Massachusetts Mutual Life Insurance Company
By: David L. Babson & Company Inc. as Investment
Adviser, as a Lender
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Suffield CLO, Limited, as a Lender
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Maplewood (Cayman) Limited, as a Lender
By: David L. Babson & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance
Company as Investment Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Bill & Melinda Gates Foundation, as a Lender
By: David L. Babson & Company Inc. as Investment
Adviser
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
ELC (Cayman) Ltd. 2001-I, as a Lender
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
ELC (Cayman) Ltd. 1999-III, as a Lender
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
ELC (Cayman) Ltd. 1999-II, as a Lender
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
APEX (IDM) CDO I, Ltd., as a Lender
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Babson CLO Ltd. 2003-I, as a Lender
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ David P. Wells
---------------------------------
Name: David P. Wells, CFA
Title: Managing Director
SunTrust Bank, as a Lender
By: /s/ Heidi M. Khambatta
---------------------------------
Name: Heidi M. Khambatta
Title: Vice President
Columbia Floating Rate Limited Liability Company
(f/k/a Stein Roe Floating Rate Limited Liability
Company), as a Lender
By: Columbia Management Advisors, Inc. As Advisor
By: /s/ Brian J. Murphy
---------------------------------
Name: Brian J. Murphy
Title: Vice President
Columbia Floating Rate Advantage Fund, as a Lender
(f/k/a Liberty Floating Rate Advantage Fund)
By: Columbia Management Advisors, Inc., As Advisor
By: /s/ Brian J. Murphy
---------------------------------
Name: Brian J. Murphy
Title: Vice President
Franklin Floating Rate Master Series, as a Lender
Franklin Floating Rate Daily Access Fund
Franklin CLO IV, Limited
By: /s/ Tyler Chan
---------------------------------
Name: Tyler Chan
Title: Vice President
Flagship CLO 2001, as a Lender
By: Flagship Capital Management, Inc.
By: /s/ Colleen Cunniffe
---------------------------------
Name: Colleen Cunniffe
Title: Director
Flagship CLO II, as a Lender
By: Flagship Capital Management, Inc.
By: /s/ Colleen Cunniffe
---------------------------------
Name: Colleen Cunniffe
Title: Director
Prometheus Investment Funding No. 1 Ltd., as a
Lender
By: HVB Credit Advisors LLC
By: /s/ James T. Li
---------------------------------
Name: James T. Li
Title: Associate Director
By: /s/ Thomas L. Mowat
---------------------------------
Name: Thomas L. Mowat
Title: Director
Pamco Cayman Ltd, as a Lender
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Todd Travers
---------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
Loan Funding IV, LLC, as a Lender
By: Highland Capital Management, L.P.
As Portfolio Manager
By: /s/ Todd Travers
---------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
East West Bank, as a Lender
By: /s/ Nancy A. Moore
---------------------------------
Name: Nancy A. Moore
Title: East West Bank
Emerald Orchard Limited, as a Lender
By: /s/ Stacey Malek
---------------------------------
Name: Stacey Malek
Title: Attorney in Fact
Toronto Dominion (New York), Inc., as a Lender
By: /s/ Stacey Malek
---------------------------------
Name: Stacey Malek
Title: Vice President
Oak Hill Credit Partners II, Limited
By: Oak Hill CLO Management II, LLC,
as Investment Manager
By: /s/ Scott D. Krase
---------------------------------
Name: Scott D. Krase
Title: Authorized Signatory
Nomura Bond & Loan, as a Lender
By: /s/
---------------------------------
Name:
Title:
By: UFJ Trust Bank Limited
as Trustee
By: Nomura Corporate Research and
Asset Management Inc.
Attorney in Fact
Clydesdale CLO 2001-1, Ltd., as a Lender
By: /s/
---------------------------------
Name:
Title:
Nomura Corporate Research
and Asset Management Inc.
as
Collateral Manager
Clydesdale CLO 2003-I, Ltd., as a Lender
By: /s/
---------------------------------
Name:
Title:
Nomura Corporate Research
and Asset Management Inc.
as
Agent
Magnetite V CLO, Limited, as a Lender
By: /s/ Tom Colwell
---------------------------------
Name: Tom Colwell
Title:
Magnetite IV CLO, Limited, as a Lender
By: /s/ Tom Colwell
---------------------------------
Name: Tom Colwell
Title:
Blackrock Limited Duration Income Trust, as a Lender
By: /s/ Tom Colwell
---------------------------------
Name: Tom Colwell
Title: