OUTSOURCING SOLUTIONS INC.
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of August 5, 1998 and entered into by and among
OUTSOURCING SOLUTIONS INC., a Delaware corporation ("Company"), THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender" and collectively as the "Lenders"), and GOLDMAN SACHS
CREDIT PARTNERS L.P. and THE CHASE MANHATTAN BANK, as Co-Administrative Agents
(in such capacities, "Co-Administrative Agents"), and is made with reference to
that certain Second Amended and Restated Credit Agreement dated as of January
26, 1998, as heretofore amended, supplemented or otherwise modified (as so
amended, supplemented or modified, the "Credit Agreement"), by and among
Company, the Lenders, Goldman Sachs Credit Partners L.P. and Chase Securities
Inc., as Arranging Agents, and Co-Administrative Agents. Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement and in the amendments contained in Section 1 hereof.
RECITALS
WHEREAS, the parties to the Credit Agreement desire to amend the Credit
Agreement as herein provided to provide for certain adjustments to certain
covenants to permit Company to establish a special purpose subsidiary to finance
the acquisition of receivables and to make certain other amendments as provided
herein.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT
1.1 Amendments to Section 1: Definitions
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:
"API" means Account Portfolios, Inc., a Delaware corporation.
"OSI Funding" means OSI Funding Corp., a Delaware corporation.
"Plan of Correction" has the meaning assigned to that term in
subsection 5.21.
"Receivables Sale and Servicing Agreement" means that certain Sale and
Servicing Agreement among Company, Gulf State Credit, L.L.C., OSI Funding,
API and Triple-A One, in the form delivered to Co-Administrative Agents on
or prior to the Second Amendment Effective Date and as such agreement may
be amended, restated, supplemented or otherwise modified from time to time
to the extent permitted under subsection 7.12A.
"Second Amendment" means that certain Second Amendment to Credit
Agreement dated as of August 5, 1998, by and among Company, Lenders and
Co-Administrative Agents.
"Second Amendment Effective Date" has the meaning assigned to that
term in the Second Amendment.
"Triple-A One" means Triple-A One Funding Corporation, a Delaware
corporation.
"Triple-A One Commercial Paper" means commercial paper issued by
Triple-A One to fund advances made by Triple-A One to OSI Funding evidenced
by the Variable Funding Notes.
"Triple-A One Credit Agreement", means that certain Triple-A One
Credit Agreement among OSI Funding, Triple-A One and MBIA Insurance
Corporation, in the form delivered to Co-Administrative Agents on or prior
to the Second Amendment Effective Date and as such agreement may be
amended, restated, supplemented or otherwise modified from time to time to
the extent permitted under subsection 7.12A.
"Variable Funding Notes" means, collectively, the variable funding
notes or certificates in an original aggregate principal amount of up to
$100,000,000 issued by OSI Funding to Triple-A One to finance the purchase
of receivables by OSI Funding pursuant to the Triple-A One Credit
Agreement, as such variable funding notes or certificates may be amended,
restated, supplemented or otherwise modified from time to time to the
extent permitted under subsection 7.12A.
"Year 2000 Problems" means limitations in the capacity or readiness to
handle date information for the Year 1999 or years beginning January 1,
2000 of any of the hardware, firmware or software systems ("Systems")
associated with information processing and delivery, operations or services
(e.g., security and alarms, elevators, communications, and HVAC) operated
by, provided to or otherwise reasonably necessary to the business or
operations of Holdings and its Subsidiaries.
B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definitions of "Consolidated Maintenance Capital Expenditures" and
"Related Agreements" in their entirety and substituting therefor the following:
"Consolidated Maintenance Capital Expenditures" means, for any period,
all Consolidated Capital Expenditures for such period other than (x)
Consolidated Capital Expenditures expended to make Permitted Acquisitions
or Permitted Portfolio Acquisitions, (y) Consolidated Capital Expenditures
made with respect to Portfolio Advances and (z) Consolidated Capital
Expenditures expended to make acquisitions of receivables portfolios
permitted under subsection 7.7(vii) or 7.7(viii).
"Related Agreements" means the Subordinated Notes, the Subordinated
Note Indenture, the other Subordinated Note Documents, the Payco
Acquisition Agreement, the Articles of Merger, the Certificate of Merger,
the NSA Acquisition Agreement, the Accelerated Acquisition Agreement, the
Union Acquisition Documents, the Receivables Sale and Servicing Agreement,
the Triple-A One Credit Agreement, the Variable Funding Notes, the Articles
of Merger and the Certificate of Merger.
C. Subsection 1.1 of the Credit Agreement is hereby further amended by
adding at the end of the definition of "Asset Sale" contained therein the
following sentence:
"Notwithstanding anything to the contrary contained herein, any sale of a
receivables portfolio to OSI Funding permitted under subsection 7.7(vii)
shall not be deemed an Asset Sale hereunder."
D. Subsection 1.1 of the Credit Agreement is hereby further amended by (i)
deleting the "." at the end of the definition of "Subsidiary" contained therein
and substituting therefor ";"; and (ii) adding at the end thereof the following
proviso:
"provided, however, that for purposes of subsections 6.9 and 6.14 and
Sections 7 and 8 hereof, OSI Funding shall not be deemed a Subsidiary of
Holdings or any of its Subsidiaries; provided further, however, that
nothing contained herein shall limit the obligation of Company and its
Subsidiaries to pledge OSI Funding's capital stock pursuant to the
Collateral Documents."
1.2 Amendment to Section 5: Representations and Warranties
Section 5 of the Credit Agreement is hereby amended by adding a new
subsection 5.21 at the end thereof as follows:
"5.21 Year 2000 Problems.
Company and its Subsidiaries have (i) engaged in a process of assessment of
the existence of the Year 2000 Problems reasonably appropriate to the scope
and complexity of their respective Systems; (ii) adopted and are
successfully implementing a plan of correction ("Plan of Correction") which
Company reasonably believes will result in a substantial elimination of
Year 2000 Problems before any processing failure of a System or of Systems
due to Year 2000 Problems which might have a material effect on the
business, operations or financial performance of Company and, in the case
of all Systems critical to the business or operations of Company and its
Subsidiaries, elimination in all material respects of Year 2000 Problems
prior to any processing failure of a System or Systems due to Year 2000
Problems which migh have a material effect on the business, operations or
financial performance of Company; (iii) adopted and are successfully
implementing validation procedures calculated to test on an ongoing basis
the sufficiency of the Plan of Correction, its implementation, and the
correction of Year 2000 Problems in substantially all Systems and all
Systems critical to the business or operations of Company and its
Subsidiaries; (iv) adopted and are successfully implementing policies and
procedures requiring regular reports to, and monitoring by, senior
management of Company concerning the foregoing matters; and (v) provided
Co-Administrative Agents true and correct copies of the written Plan of
Correction, and related implementation budgets, reviewed and approved by
Company's Board of Directors."
1.3 Amendment to Section 6: Affirmative Covenants
Section 6 of the Credit Agreement is hereby amended by adding a new
subsection 6.15 at the end thereof as follows:
"6.15 Year 2000 Problems.
Company shall (i) promptly advise Co-Administrative Agents of any
material (A) disruption or delay in the implementation of the Plan of
Correction, as the same may be updated from time to time, including any
determination by Company, any senior manager of Company or any other
Subsidiary of Company, or any consultant known to Company or any other
Subsidiary of Company with respect to Year 2000 Problems ("Consultant")
that there is or will be a failure to achieve any of the objectives
specifically identified in subdivision (ii) of subsection 5.21, or (B)
change in the written Plan of Correction or related implementation budget
referred to in subdivision (v) of subsection 5.21, or any later version
thereof furnished to Co-Administrative Agents; (ii) afford to
Co-Administrative Agents and their representatives, upon three days' notice
to Company, reasonable access to Company's and its Subsidiaries'
properties, personnel, service providers, vendors and records for the
purpose of enabling Co-Administrative Agents to assess the adequacy of, and
the record of performance of Company and its Subsidiaries with respect to,
the Plan of Correction, related financial performance and conformity of
actual performance with related implementation budgets; and (iii)
periodically report to Co-Administrative Agents, in such form as
Co-Administrative Agents may reasonably request, on (a) the progress of
Company and its Subsidiaries in implementing the Plan of Correction, (b)
the budget for, and actual financial performance with respect to,
implementation of the Plan of Correction and (c) the assessment of Company,
any senior manager of Company or any other Subsidiary of Company, or any
Consultant of the adequacy of the Plan of Correction or the related
implementation budget."
1.4 Amendments to Section 7: Negative Covenants
A. Subsection 7.3 of the Credit Agreement is hereby amended by (i)deleting
the "and" at the end of clause (ix) thereof; (ii) deleting the "." at the end of
clause (x) thereof and substituting therefor ";"; and (iii) adding new clauses
(xi) and (xii) at the end thereof as follows:
"(xi) Company may, on or after the Second Amendment Effective Date,
(a) make a cash equity contribution of $2,500,000 to OSI Funding and (b) in
the event that the average aggregate outstanding principal amount of
Triple-A One Commercial Paper exceeds $25,000,000 for any 30-day period
after the Second Amendment Effective Date, make an additional cash equity
contribution of $2,500,000 to OSI Funding; and
(xii) Company may make the Investments permitted under subsections
7.7(vii) and 7.7(viii)."
B. Subsection 7.6D of the Credit Agreement is hereby amended by deleting
the reference to "$18,000,000" contained therein and substituting therefor the
following:
"(x) $20,000,000 in Fiscal Year 1998 and (y) $18,000,000 in each
Fiscal Year thereafter"
C. Subsection 7.7(v) of the Credit Agreement is hereby amended by deleting
clause (d) therefrom in its entirety and substituting therefor the following:
"(d) the aggregate amount expended for Permitted Portfolio
Acquisitions of receivables portfolios from Bally's Inc. shall not exceed
$10,000,000 during any Fiscal Year, and the aggregate amount expended for
all other Permitted Portfolio Acquisitions (1) during the period from the
beginning of Fiscal Year 1998 to but excluding the Second Amendment
Effective Date, together with the aggregate amount of all Investments made
pursuant to subsection 7.3(v)(c) and the aggregate amount advanced and
retained by Company and/or its Subsidiaries as Portfolio Advances during
such period, shall not exceed $35,000,000, (2) during the period from the
Second Amendment Effective Date through the end of Fiscal Year 1998,
together with the aggregate amount of all Investments made pursuant to
subsection 7.3(v)(c) and the aggregate amount advanced and retained by
Company and/or its Subsidiaries as Portfolio Advances during such period,
shall not exceed $10,000,000, and (3) during any Fiscal Year after 1998,
together with the aggregate amount of all Investments made pursuant to
subsection 7.3(v)(c) and the aggregate amount advanced and retained by
Company and/or its Subsidiaries as Portfolio Advances during such Fiscal
Year, shall not exceed $15,000,000;"
D. Subsection 7.7 of the Credit Agreement is hereby amended by (i)deleting
the "and" at the end of clause (v) thereof; (ii) deleting the "." at the end of
clause (vi) thereof and substituting therefor ";"; and (iii) adding new clauses
(vii), (viii) and (ix) at the end thereof as follows:
"(vii) API may (a) make acquisitions of receivables portfolios which
are, within 10 Business Days after the acquisition thereof (or, in the case
of receivables portfolios purchased after July 1, 1998 but prior to the
Second Amendment Effective Date, within 10 Business Days after the Second
Amendment Effective Date), sold to OSI Funding pursuant to and in
accordance with the terms of the Receivables Sale and Servicing Agreement,
and (b) sell receivables portfolios to OSI Funding pursuant to and in
accordance with the terms of the Receivables Sale and Servicing Agreement,
provided that the consideration received by API from OSI Funding for any
such receivables portfolio shall be no less than the consideration paid by
API to acquire such receivables portfolio;
(viii) API may (a) re-acquire (pursuant to the terms of the
Receivables Sale and Servicing Agreement) from OSI Funding any receivables
portfolios sold to OSI Funding pursuant to subsection 7.7(vii) and (b)
re-sell such receivables portfolios to the Persons from whom such
receivables portfolios originated, provided that the aggregate
consideration paid by API to re-acquire such receivables portfolios minus
the aggregate consideration received by API for any such receivables
portfolios subsequently re-sold to any such Persons shall not exceed
$2,500,000; and
(ix) Company may create OSI Funding on or after the Second Amendment
Effective Date; provided, however, that no change to the Certificate of
Incorporation or Bylaws of OSI Funding after the Second Amendment Effective
Date which would be adverse to Lenders may be made without the prior
written consent of Co-Administrative Agents."
E. Subsection 7.11 of the Credit Agreement is hereby amended by adding the
following sentence at the end thereof:
"Notwithstanding anything to the contrary contained herein, API shall not
acquire and hold any receivables portfolio for more than 10 Business Days
after the acquisition thereof (or, in the case of receivables portfolios
purchased after July 1, 1998 but prior to the Second Amendment Effective
Date, 10 Business Days after the Second Amendment Effective Date)."
1.5 Amendment to Section 8: Events of Default
Section 8 of the Credit Agreement is hereby amended by adding a new
subsection 8.16 at the end thereof as follows:
"8.16 Termination as Servicer.
API or any other subsidiary of Company shall be terminated as servicer
under the Receivables Sale and Servicing Agreement and Company or any other
Subsidiary of Company shall not concurrently succeed such terminated
servicer as successor servicer thereunder;"
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Second
Amendment Effective Date"):
A. On or before the Second Amendment Effective Date, Company shall
deliver to Lenders (or to Chase Co-Administrative Agent for Lenders with
sufficient originally executed copies, where appropriate, for each Lender
and its counsel) the following, each, unless otherwise noted, dated the
Second Amendment Effective Date:
(i) Certified copies of its Certificate of Incorporation,
together with a good standing certificate from the Secretary of State
of the State of Delaware, each dated a recent date prior to the Second
Amendment Effective Date;
(ii) Copies of its Bylaws, certified as of the Second Amendment
Effective Date by its corporate secretary or an assistant secretary;
(iii) Resolutions of its Board of Directors approving and
authorizing the execution, delivery, and performance of this Amendment,
certified as of the Second Amendment Effective Date by its corporate
secretary or an assistant secretary as being in full force and effect
without modification or amendment;
(iv) Signature and incumbency certificates of its officers
executing this Amendment; and
(v) Copies of this Amendment executed by Company and each
Subsidiary Guarantor.
B. On or before the Second Amendment Effective Date, Co-Administrative
Agents shall have received certified copies of the Certificate of
Incorporation and Bylaws of OSI Funding and copies of the Receivables Sale
and Servicing Agreement, the Variable Funding Notes, the Triple-A One
Credit Agreement and other documentation (collectively, the "Securitization
Documents") relating to the formation of OSI Funding, the issuance of the
Variable Funding Notes and the guarantees issued by MBIA Insurance
Corporation in connection therewith, which Securitization Documents shall
be in form and substance reasonably satisfactory to Co-Administrative
Agents.
SECTION 3. ACKNOWLEDGEMENT AND CONSENT
Each Subsidiary Guarantor hereby acknowledges that it has reviewed the
terms and provisions of this Amendment and consents to the amendment of the
Credit Agreement effected pursuant to this Amendment. Each Subsidiary Guarantor
hereby confirms that each Loan Document to which it is a party or otherwise
bound and all Collateral encumbered thereby will continue to guaranty or secure,
as the case may be, to the fullest extent possible, the payment and performance
of all Obligations.
Each Subsidiary Guarantor acknowledges and agrees that any of the Loan
Documents 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.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Company represents and warrants
to each Lender that the following statements are true, correct and complete:
A. Corporate Power and Authority. Each Loan Party has all requisite
corporate or partnership (as applicable) power and authority to enter into
this Amendment 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.
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement and the other Loan
Documents have been duly authorized by all necessary corporate or
partnership (as applicable) action on the part of each Loan Party.
C. No Conflict. The execution and delivery by each Loan Party of this
Amendment and the performance by each Loan Party of the Amended Agreement
and the other Loan Documents do not and will not (i) violate any provision
of any law or any governmental rule or regulation applicable to Company or
any of its Subsidiaries, the Certificate or Articles of Incorporation or
Bylaws (or other analogous organizational document) of Company or any of
its Subsidiaries or any order, judgment or decree of any court or other
agency of government binding on Company 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
Company or any of its Subsidiaries, (iii) result in or require the creation
or imposition of any Lien upon any of the properties or assets of Company
or any of its Subsidiaries (other than any Liens created under any of the
Loan Documents in favor of Collateral Agent on behalf of Lenders), or (iv)
require any approval of stockholders or partners or any approval or consent
of any Person under any Contractual Obligation of Company or any of its
Subsidiaries, except for such approvals or consents which will be obtained
on or before the Second Amendment Effective Date and disclosed in writing
to Lenders.
D. Governmental Consents. The execution and delivery by each Loan
Party of this Amendment and the performance by each Loan Party of the
Amended Agreement and the other Loan Documents do not and will 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.
E. Binding Obligation. This Amendment and the Amended Agreement have
been duly executed and delivered by each Loan Party and are the legally
valid and binding obligations of each Loan Party, enforceable against each
of them 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 Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment 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 an Event of Default or a Potential Event of
Default.
SECTION 5. AUTHORIZATION OF COLLATERAL AGENT
Each undersigned Lender hereby (i) authorizes Collateral Agent to enter an
amendment to the Security Agreement in substantially the form attached hereto as
Annex A and (ii) authorizes Collateral Agent to execute and deliver partial
release statements and other documents which Collateral Agent deems necessary to
evidence the release of Collateral Agent's security interest in receivables
portfolios sold by API pursuant to subsection 7.7(vii) of the Amended Agreement.
SECTION 6. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Second Amendment 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 Credit Agreement as amended
by this Amendment.
(ii) Except as specifically amended 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 any
Agent or Lender under, the Credit Agreement or any of the other Loan
Documents.
B. Headings. Section and subsection headings in this Amendment are included
herein for convenience of reference only and not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
C. 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.
D. 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. This Amendment (other than the provisions of Section 1
hereof) shall become effective upon the execution of a counterpart hereof by
Company, each Subsidiary Guarantor and Requisite Lenders and receipt by Company
and Co-Administrative Agents of written or telephonic notification of such
execution and authorization of delivery thereof.
[Remainder of page intentionally left blank]
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.
COMPANY: OUTSOURCING SOLUTIONS INC.
By: /s/ Daniel Dolan
---------------------------------------
Name: Daniel Dolan
Title: Executive Vice President & Chief
Financial Officer
AGENTS AND LENDERS: GOLDMAN SACHS CREDIT PARTNERS L.P.,
individually and as a Co-Administrative Agent
By: /s/ Stephen B. King
---------------------------------------
Name: Stephen B. King
Title: Authorized Signatory
THE CHASE MANHATTAN BANK,
individually and as a Co-Administrative Agent
By: /s/ Gail Weiss
---------------------------------------
Name: Gail Weiss
Title: Vice President
SUNTRUST BANK, ATLANTA,
individually and as Collateral Agent
By: /s/ Dennis H. James, Jr.
---------------------------------------
Name: Dennis H. James, Jr.
Title: Vice President
By: /s/ Susan M. Hall
---------------------------------------
Name: Susan M. Hall
Title: Vice President
AG CAPITAL FUNDING PARTNERS, L.P.
By: Angelo, Gordon & Co., L.P. as
Investment Advisor
By: /s/ Jeffrey H. Aronson
---------------------------------------
Name: Jeffrey H. Aronson
Title: Managing Director
AG CAPITAL FUNDING PARTNERS, L.P.
By: /s/ Jeff Moore
---------------------------------------
Name: Jeff Moore
Title: Principal
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc.,
as Collateral Manager
By: /s/ Michael D. Hatley
---------------------------------------
Name: Michael D. Hatley
Title: Senior Vice President
ARES LEVERAGED INVESTMENT FUND, L.P.
By: /s/ Jeff Moore
---------------------------------------
Name: Jeff Moore
Title: Principal
CANADIAN IMPERIAL BANK OF COMMERCE
By: ---------------------------------------
Name:
Title:
CAPTIVA FINANCE III, LTD.
By: ---------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By: /s/ Barry A. Zamore
---------------------------------------
Name: Barry A. Zamore
Title: Vice President
By: /s/ Claire M. McCarthy
---------------------------------------
Name: Claire M. McCarthy
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ William J. Oleferchik
---------------------------------------
Name: William J. Oleferchik
Title: Vice President
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By: ---------------------------------------
Name:
Title:
ML DEBT STRATEGIES FUND II, INC.
By: ---------------------------------------
Name:
Title:
ML INCOME STRATEGIES PORTFOLIO
By: ---------------------------------------
Name:
Title:
CREDITANSTALT CORPORATE FINANCE, INC.
By: /s/ Carl G. Drake
---------------------------------------
Name: Carl G. Drake
Title: Vice President
By: /s/ John Taylor
---------------------------------------
Name: John Taylor
Title: Senior Associate
BANKBOSTON, N.A.
By: /s/ Richard D. Hill, Jr.
---------------------------------------
Name: Richard D. Hill, Jr.
Title: Managing Director
FIRST DOMINION FUNDING I
By: ---------------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By: ---------------------------------------
Name:
Title:
HELLER FINANCIAL, INC.
By: /s/ Linda W. Wolf
---------------------------------------
Name: Linda W. Wolf
Title: Senior 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: Senior Vice President
LASALLE NATIONAL BANK
By: /s/ Young J. Park
---------------------------------------
Name: Young J. Park
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Robert A. Krasnow
---------------------------------------
Name: Robert A. Krasnow
Title: Senior Vice President
PUTNAM VT HIGH YIELD TRUST
By: ---------------------------------------
Name:
Title:
PUTNAM HIGH YIELD TRUST
By: ---------------------------------------
Name:
Title:
ROYALTON COMPANY
By: ---------------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By: /s/ Cheryl A. Wasilewski
---------------------------------------
Name: Cheryl A. Wasilewski
Title: Vice President
TORONTO DOMINION BANK
By: ---------------------------------------
Name:
Title:
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Jeffrey W. Maillet
---------------------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President &
Director
VAN KAMPEN AMERICAN CAPITAL
SENIOR FLOATING RATE FUND
By: /s/ Jeffrey W. Maillet
---------------------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President &
Director
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: --------------------------------
Name:
Title:
SPS SWAPS
By: ---------------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: Pilgrim America Investments, Inc., as
its Investment Manager
By: /s/ Charles E. LeMieux
--------------------------------
Name: Charles E. LeMieux
Title: Assistant Vice
President
DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By: --------------------------------
Name:
Title:
KZH-CRESCENT 2 CORPORATION
By: /s/ Virginia Conway
---------------------------------------
Name: Virginia Conway
Title: Authorized Agent
KZH HOLDING CORPORATION III
By: /s/ Virginia Conway
---------------------------------------
Name: Virginia Conway
Title: Authorized Agent
KZH-CYPRESS TREE-1 CORPORATION
By: /s/ Virginia Conway
---------------------------------------
Name: Virginia Conway
Title: Authorized Agent
KZH-CRESCENT CORPORATION
By: /s/ Virginia Conway
---------------------------------------
Name: Virginia Conway
Title: Authorized Agent
KZH-ING-2 CORPORATION
By: /s/ Virginia Conway
---------------------------------------
Name: Virginia Conway
Title: Authorized Agent
VAN KAMPEN CLO II, LIMITED
By: /s/ Jeffrey W. Maillet
---------------------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President &
Director
INDOSUEZ CAPITAL FUNDING IIA, LTD.
By: INDOSUEZ CAPITAL,
as Portfolio Advisor
By: /s/ Daniel H. Smith
---------------------------------------
Name: Daniel H. Smith
Title: First Vice President
INDOSUEZ CAPITAL FUNDING III, LTD.
By: INDOSUEZ CAPITAL,
as Portfolio Advisor
By: /s/ Daniel H. Smith
---------------------------------------
Name: Daniel H. Smith
Title: First Vice President
CREDIT LYONNAIS
By: ---------------------------------------
Name:
Title:
KZH-IV CORPORATION
By: /s/ Virginia Conway
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Name: Virginia Conway
Title: Authorized Agent
SUBSIDIARY GUARANTORS:
CFC SERVICES CORP.
THE CONTINENTAL ALLIANCE, INC.
By: /s/ Daniel Dolan
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Name: Daniel Dolan
Title: Vice President
A.M. MILLER & ASSOCIATES, INC.
ACCOUNT PORTFOLIOS, INC.
ASSET RECOVERY & MANAGEMENT CORP.
GRABLE, GREINER & WOLFF, INC.
INDIANA MUTUAL CREDIT ASSOCIATION, INC.
JENNIFER LOOMIS & ASSOCIATES, INC.
NATIONAL ACCOUNT SYSTEMS, INC.
PAYCO AMERICAN CORPORATION
PAYCO AMERICAN INTERNATIONAL CORP.
PAYCO-GENERAL AMERICAN CREDITS, INC.
PROFESSIONAL RECOVERIES INC.
QUALINK, INC.
UNIVERSITY ACCOUNTING SERVICE, INC.
NORTH SHORE AGENCY, INC.
By: /s/ Richard Hoffman
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Name: Richard Hoffman
Title: Assistant Secretary
ACCELERATED BUREAU OF COLLECTIONS, INC.
By: /s/ Daniel Dolan
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Name: Daniel Dolan
Title: Assistant Secretary
PERIMETER CREDIT, L.L.C.
GULF STATE CREDIT, L.L.C.
ALLIED BOND & COLLECTION AGENCY, INC.
AMERICAN CHILD SUPPORT SERVICE BUREAU, INC.
CAPITAL CREDIT CORPORATION
TRANSWORLD SYSTEMS INC.
UCO PROPERTIES, INC.
UNION FINANCIAL SERVICES GROUP, INC.
HIGH PERFORMANCE SERVICES, INC.
HIGH PERFORMANCE SERVICES OF FLORIDA, INC.
INTERACTIVE PERFORMANCE, INC.
INTERACTIVE PERFORMANCE OF FLORIDA, INC.
AMERICAN RECOVERY COMPANY, INC. C.S.N. CORP.
GENERAL CONNECTOR CORPORATION
U.C.O.-M.B.A. CORPORATION
UNION-SPECIALTY STEEL CASTING CORPORATION
INTERACTIVE PERFORMANCE OF GEORGIA, INC.
By: /s/ Richard Hoffman
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Name: Richard Hoffman
Title: Assistant Secretary
THE UNION CORPORATION
By: /s/ Richard Hoffman
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Name: Richard Hoffman
Title: Secretary