Exhibit 10.1
FOURTH AMENDMENT dated as of April 19, 2002
(this "Amendment"), to the Credit Agreement dated as
of May 28, 1999, as amended by the First Amendment
dated as of October 8, 1999, the Second Amendment,
Consent and Waiver dated as of March 9, 2000 and the
Third Amendment, Consent and Waiver dated as of
January 24, 2001 (the "Credit Agreement"), among
GENERAL CABLE CORPORATION (the "Company"), GK
TECHNOLOGIES, INCORPORATED, GENERAL CABLE HOLDINGS
(UK) LIMITED, GENERAL CABLE ACQUISITIONS (SPAIN),
S.A., GENERAL CABLE HOLDINGS, INC., the other
BORROWING SUBSIDIARIES from time to time party
thereto, the LENDERS from time to time party thereto,
JPMORGAN CHASE BANK (formerly known as THE CHASE
MANHATTAN BANK), as administrative agent (in such
capacity, the "Administrative Agent") and as
collateral agent for the Lenders (in such capacity,
the "Collateral Agent"), J.P. MORGAN EUROPE LIMITED
(formerly known as CHASE MANHATTAN INTERNATIONAL
LIMITED), as London Agent, and BANK ONE, MICHIGAN,
MERRILL LYNCH CAPITAL CORPORATION and PNC BANK,
NATIONAL ASSOCIATION, as Co-Documentation Agents.
WHEREAS, pursuant to the Credit Agreement, the Lenders and the
Issuing Bank have agreed to extend credit to the Borrowers on the terms and
subject to the conditions set forth therein.
WHEREAS, the Company has requested that the Required Lenders
amend certain provisions of the Credit Agreement as set forth in this Amendment
and the Lenders whose signatures appear below, constituting at least the
Required Lenders (as defined in the Credit Agreement), are willing to amend the
Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. DEFINED TERMS. Capitalized terms used and not
defined herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. AMENDMENT OF SECTION 1.01 OF THE CREDIT AGREEMENT.
(a) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Applicable Rate" set forth therein in its entirety
2
and substituting in lieu thereof the following definition:
"'APPLICABLE RATE' means, for any day (a)
with respect to (i) any ABR Loan or Eurocurrency Loan
that is (A) a Revolving Loan or (B) a Tranche A Term
Loan or (ii) the commitment fees payable hereunder,
as the case may be, the applicable rate per annum set
forth under the appropriate caption in Table I below
or (b) with respect to any ABR Loan or Eurocurrency
Loan that is a Tranche B Term Loan, the applicable
rate per annum set forth under the appropriate
caption in Table II below, in each case based upon
the Leverage Ratio as of the most recent
determination date:
TABLE I
===========================================================================================
Abr Eurocurrency Commitment Fee
------------ --------------
Leverage Ratio: Spread Spread Rate
--------------- ------ ------ ----
CATEGORY 1
greater than 4.5 2.50% 3.50% 0.500%
CATEGORY 2
less than or equal to
4.5 and greater than 4.0 2.25% 3.25% 0.500%
CATEGORY 3
less than or equal to
4.0 and greater than 3.5 2.00% 3.00% 0.500%
CATEGORY 4
less than or equal to
3.5 and greater than 3.0 1.75% 2.75% 0.425%
CATEGORY 5
less than or equal to
3.0 and greater than 2.5 1.50% 2.50% 0.375%
CATEGORY 6
less than or equal to 2.5 1.25% 2.25% 0.350%
===========================================================================================
TABLE II
=====================================================================
ABR EUROCURRENCY
LEVERAGE RATIO: SPREAD SPREAD
CATEGORY 1
greater than 4.5 3.00% 4.00%
CATEGORY 2
less than or equal to
4.5 and and greater than 4.0 2.75% 3.75%
CATEGORY 3
less than or equal to
4.0 and and greater than 3.5 2.50% 3.50%
CATEGORY 4
less than or equal to
3.5 and greater than 2.5 2.25% 3.25%
CATEGORY 5
greater than 2.5 2.00% 3.00%
3
Except as set forth below, the Leverage Ratio used on any date
to determine the Applicable Rate shall be that in effect at
the fiscal quarter end next preceding the Financial Statement
Delivery Date occurring on or most recently prior to such
date; PROVIDED that if any Financial Statement Delivery Date
shall have occurred and the financial statements required to
have been delivered under Section 5.01(a) or (b) by such date
have not yet been delivered, the Applicable Rate shall, until
such financial statements shall have been delivered, be
determined by reference to Category 1 in the applicable Table.
Notwithstanding the foregoing, from and including the
"Amendment Effective Date", as defined in the Fourth Amendment
to this Agreement, to and excluding the Financial Statement
Delivery Date immediately following June 30, 2002, the
Applicable Rate will for all purposes be determined by
reference to Category 1 in the applicable Table.".
(b) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "EBITDA" set forth therein in its entirety and
substituting in lieu thereof the following definition:
"'EBITDA' means, for any period, the consolidated net
income of the Company and its consolidated Subsidiaries for
such period PLUS, to the extent deducted in computing such
consolidated net income for such period, the sum (without
duplication) of (a) income tax expense, (b) Interest Expense,
(c) depreciation and amortization expense, (d) non-recurring
restructuring charges and (e) extraordinary losses, MINUS, to
the extent added in computing such consolidated net income for
such period, (a) consolidated interest income, (b)
non-recurring gains booked on or after January 1, 2002 and (c)
extraordinary gains. Solely for purposes of determining
compliance with the covenants contained in Article VI,
following the completion of any acquisition or sale of any
Subsidiary or other significant business unit, EBITDA for any
period of four fiscal quarters, including the quarter during
which such sale or acquisition shall have been completed,
shall be determined on a pro forma basis giving effect to such
sale or acquisition (and excluding that portion of
4
EBITDA attributable to the assets sold therein or including
that portion of EBITDA attributable to the assets acquired
therein, as applicable) as if such sale or acquisition had
occurred on the first day of such period."
(c) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Collateral" set forth therein in its entirety and
substituting in lieu thereof the following definition:
"'Collateral' means any and all "Collateral", as
defined in any Security Document (as the context requires) and
shall also include the Mortgaged Properties."
(d) Section 1.01 of the Credit Agreement is hereby amended by
deleting the word "and" immediately before clause (b) in the definition of
"Collateral Requirement" and substituting in lieu thereof a comma, and by
inserting the following words immediately before the period at the end thereof:
"and (c) the Administrative Agent shall have received (i)
counterparts of a Mortgage with respect to each Mortgaged
Property, duly executed and delivered by the record owner of
such Mortgaged Property, (ii) such other documents as the
Administrative Agent or the Required Lenders may reasonably
request with respect to any such Mortgage or Mortgaged
Property, including copies of the deeds or other instruments
under which the record owners of the Mortgaged Properties
shall have acquired the same (containing legal descriptions of
the Mortgaged Properties sufficient to permit the Mortgaged
Properties to be correctly described in the Mortgages related
thereto), but not including policies of title insurance or
surveys of the Mortgaged Properties, and (iii) an amount in
cash sufficient for the payment of all mortgage recording
taxes or other taxes or fees that must be paid in connection
with the recording of the Mortgages, and (d) the
Administrative Agent shall have received either (i) a
counterpart of each of the Security Documents, duly executed
and delivered on behalf of all Loan Parties party thereto, or
(ii) in the case of any Person that becomes a Loan Party after
the Effective Date, a supplement to each Security Document, in
the form specified therein, duly executed and delivered on
behalf of such Loan Party; PROVIDED that (A) the Collateral
Agent may agree that the Liens of the Security Documents will
not be perfected with respect to specified assets if it shall
determine, based on information provided by the Company which
is, in the judgment of the Collateral Agent sufficient to make
the determination in question, that the expense or difficulty
5
of perfecting such Liens with respect to such assets would be
excessive in view of the benefit to the Lenders that would
result therefrom, (B) the Collateral Agent may grant
extensions of time for the perfection of pledges or security
interests in particular assets or the obtaining of legal
opinions or other documents with respect thereto where it
determines that perfection cannot be accomplished or such
opinions or documents cannot be provided without undue effort
or expense by the time or times at which it would otherwise be
required by this Agreement and (C) the requirements set forth
in clause (c) above will not be required to be satisfied for a
period of 60 days after the date of the Fourth Amendment to
this Agreement.".
(e) Section 1.01 of the Credit Agreement is hereby amended by
inserting immediately after the words "Security Agreement" in the definition of
"Loan Documents" the words ", the Mortgages".
(f) Section 1.01 of the Credit Agreement is hereby amended by
inserting immediately following the words "Security Agreement" in the definition
of "Security Documents" the words ", the Mortgages".
(g) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following definitions in the correct alphabetical order:
"FOURTH AMENDMENT EFFECTIVE DATE" means the
"Amendment Effective Date", as such term is defined in the
Fourth Amendment to this Agreement.
"MORTGAGED PROPERTIES" means, at any time, each
parcel of real property and the improvements thereto
identified on Schedule 1.01(c) hereto, and each other parcel
of real property and the improvements thereto now or hereafter
owned by a Loan Party, located in the United States of America
and having a net book value in excess of $500,000, other than
properties listed on Schedule 3.05(c) hereto and properties
acquired after the Fourth Amendment Effective Date that are
subject to prior mortgages securing industrial development
revenue bonds or other obligations that would prohibit such
properties from being subjected to Mortgages securing the
Obligations.
"MORTGAGE" means a mortgage, deed of trust,
assignment of leases and rents, leasehold mortgage or other
security document granting a Lien on any Mortgaged Property to
secure the Obligations. Each Mortgage shall be
6
satisfactory in form and substance to the Collateral Agent.
"SENIOR LEVERAGE RATIO" means, at any time, the ratio
of (a) Total Debt (excluding any Indebtedness that is
subordinated in right of payment to the Obligations on terms
approved in writing by the Administrative Agent) at such
time to (b) EBITDA for the most recent period of four
consecutive fiscal quarters of the Company ended at or prior
to such time."
SECTION 3. AMENDMENT OF SECTION 2.11 OF THE CREDIT AGREEMENT.
Section 2.11(c) of the Credit Agreement is hereby amended by inserting
immediately following the words "to acquire real property, equipment or other
tangible assets" the words "in an amount not to exceed the amount available for
Capital Expenditures pursuant to Section 6.13".
SECTION 4. AMENDMENT OF ARTICLE III OF THE CREDIT AGREEMENT.
(a) AMENDMENT OF SECTION 3.05. Section 3.05 of the Credit
Agreement is hereby amended by inserting in paragraph (a) thereof immediately
after the words "material to its business" the words "(including its Mortgaged
Properties)", and by adding the following paragraph (c) at the end thereof:
"(c) As of the Fourth Amendment Effective Date, the
Mortgaged Properties listed in Schedule 1.01(c) constitute all
the real properties owned by the Company or any Domestic
Subsidiary and located in the United States of America, other
than (i) any real properties with net book values not greater
than $500,000 for any such property and (ii) the properties
listed on Schedule 3.05(c) hereto. As of the Fourth Amendment
Effective Date, neither the Company nor any of its
Subsidiaries has received notice or has knowledge of any
pending or contemplated condemnation proceeding affecting any
Mortgaged Property or any sale or disposition thereof in lieu
of condemnation. As of the Fourth Amendment Effective Date,
neither any Mortgaged Property nor any interest therein is
subject to any right of first refusal, option or other
contractual right to purchase such Mortgaged Property or
interest therein."
(b) AMENDMENT TO SECTION 3.16. Section 3.16 of the Credit
Agreement is hereby amended by adding the following subsections at the end
thereof:
"(c) Each Mortgage, upon execution and delivery by
the parties thereto and the recording thereof in the county
specified on Schedule 3.16, will create in favor of the
Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid, enforceable and perfected Lien on all
7
the applicable mortgagor's right, title and interest in and to
the Mortgaged Properties thereunder and the proceeds thereof,
prior and superior in right to any other Person (except as
otherwise permitted in such Mortgage).
(d) Upon the recordation of the Security Agreement
with the United States Patent and Trademark Office and the
United States Copyright Office and the filing of financing
statements in appropriate form in the offices specified in
Schedule 6 to the Perfection Certificate, the Security
Agreement will constitute a fully perfected Lien on and
security interest in all right, title and interest of the
grantors thereunder in the Intellectual Property (as defined
in the Security Agreement) in which a security interest may be
perfected by filing in the United States and its territories
and possessions, in each case prior and superior in right to
any other Person (it being understood that subsequent
recordings in the United States Patent and Trademark Office or
the United States Copyright Office may be necessary to perfect
a Lien on registered trademarks and trademark applications or
copyrights, respectively, acquired by the Loan Parties after
the date hereof)."
SECTION 5. AMENDMENT OF SECTION 5.11 OF THE CREDIT AGREEMENT.
Section 5.11 of the Credit Agreement is hereby amended by deleting the
parenthetical therein and substituting in lieu thereof the words "(including the
filing and recording of Uniform Commercial Code and other financing statements,
fixture filings, mortgages, deeds of trust and other documents)".
SECTION 6. AMENDMENT OF ARTICLE VI OF THE CREDIT AGREEMENT.
(a) AMENDMENT OF SECTION 6.01(d). Section 6.01(d) of the
Credit Agreement is hereby amended by deleting the figure "$25,000,000" and
substituting in lieu thereof the following:
"(A) in the case of any such Indebtedness incurred prior to the Fourth
Amendment Effective Date, the amount of such Indebtedness permitted
under the provisions of this paragraph (d) as in effect immediately
prior to the Fourth Amendment Effective Date and (B) in the case of any
such Indebtedness incurred on or after the Fourth Amendment Effective
Date, $5,000,000."
(b) AMENDMENT OF SECTION 6.01(e). Section 6.01(e) of the
Credit Agreement is hereby amended in its entirety to read as follows:
8
"(e) Indebtedness of any Person that shall have become a
Subsidiary prior to the Fourth Amendment Effective Date; PROVIDED that
(i) such Indebtedness existed at the time such Person became a
Subsidiary and was not created in contemplation of or in connection
with such Person becoming a Subsidiary and (ii) such Indebtedness was
permitted under the provisions of this paragraph (e) as in effect
immediately prior to the Fourth Amendment Effective Date;"
(c) AMENDMENT OF SECTION 6.01(f). Section 6.01(f) of the
Credit Agreement is hereby amended by deleting the figure "$20,000,000" and
substituting in lieu thereof the figure "$10,000,000".
(d) AMENDMENT OF SECTION 6.01(g). Section 6.01(g) of the
Credit Agreement is hereby amended by deleting the figure "$25,000,000" and
substituting in lieu thereof the figure "$0".
(e) AMENDMENT OF SECTION 6.01(h). Section 6.01(h) of the
Credit Agreement is hereby amended in its entirety to read as follows:
"(h) other unsecured Indebtedness (other than Indebtedness
permitted by paragraph (f) above) in an aggregate principal amount for
all the Subsidiaries not exceeding the aggregate sale price of all
arrangements permitted by Section 6.03; and"
(f) AMENDMENT OF SECTION 6.02(h). Section 6.02(h) of the
Credit Agreement is hereby amended by deleting the figure "$25,000,000" and
substituting in lieu thereof the figure "$0".
(g) AMENDMENT OF SECTION 6.02(i). Section 6.02(i) of the
Credit Agreement is hereby amended by deleting the figure "$100,000,000" and
substituting in lieu thereof the figure "$20,000,000".
(h) AMENDMENT OF SECTION 6.03. Section 6.03 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. The Company
will not, and will not permit any of its Subsidiaries to,
directly or indirectly, enter into any arrangement with any
Person (other than a Wholly Owned Subsidiary) whereby it shall
sell or transfer any property used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent
9
or lease such property or other property which it intends to
use for substantially the same purpose or purposes as the
property being sold or transferred, except for any such
arrangement or arrangements with an aggregate sale price not
exceeding $5,000,000."
(i) AMENDMENT OF SECTION 6.05(e). Section 6.05(e) of the
Credit Agreement is hereby amended by deleting the figure "$10,000,000" and
substituting in lieu thereof the figure "$2,000,000".
(j) AMENDMENT OF SECTION 6.05(g). Section 6.05(g) of the
Credit Agreement is hereby amended by deleting the word "and" immediately before
clause (iv) thereof and substituting in lieu thereof a comma and by inserting
the following words immediately before the semicolon at the end thereof:
", (v) actual EBITDA for the previous fiscal year and
projections covering a time period of at least one year
prepared in good faith and based upon assumptions believed to
be reasonable at the time made shall, in each case, indicate
that earnings before interest, taxes, depreciation and
amortization of any such acquired Person or assets shall be
positive for such time period, (vi) if all or a portion of the
cost of such acquisition shall be financed with Indebtedness
(including Indebtedness of or associated with the acquired
Person or assets that will remain outstanding after such
acquisition), (A) the Senior Leverage Ratio shall be less than
3.00 to 1.00 and the Leverage Ratio shall be less than 4.50 to
1.00, in each case determined on a pro forma basis for the
most recent calculation period and as of the last day thereof
as if such acquisition had been consummated at the beginning
of such calculation period, and (B) the Borrowers shall have
at least $75,000,000 in Revolving Commitments available and
unused after giving effect to such acquisition, and (vii) the
Company shall have furnished to the Administrative Agent a
certificate of a Financial Officer confirming that the
requirements of this paragraph (g) shall have been satisfied
as to such acquisition."
(k) AMENDMENT OF SECTION 6.05(h). Section 6.05(h) of the
Credit Agreement is hereby amended to read as follows:
"(h) the one time contribution by General Cable Industries,
Inc. of assets with a net book value not exceeding $11,000,000 to
NextGen Fiber Optics LLC, a Delaware LLC, the sale of 51% of the Equity
10
Interests in NextGen Fiber Optics LLC to third party investors in
consideration of cash and/or one or more promissory notes, and
investments in an aggregate amount not exceeding $5,000,000 in the
resulting joint venture;"
(l) AMENDMENT OF SECTION 6.05(k). Section 6.05(k) of the
Credit Agreement hereby amended by deleting the figure "$25,000,000" and
substituting in lieu thereof the figure "$0".
(m) AMENDMENT OF SECTION 6.07. Section 6.07 of the Credit
Agreement is hereby amended by deleting clause (b) thereof in its entirety and
relettering clause (c) thereof as clause (b) and clause (d) thereof as clause
(c) and by deleting the words "(as defined in clause (b) below)" in clause (a)
thereof and substituting in lieu thereof the following words "(defined as
$50,000,000 PLUS 25% of the Company's consolidated net income (as adjusted
pursuant to the final sentence of this Section 6.07) from December 31, 1998,
through the end of the most recently ended fiscal quarter of the Company at such
time LESS the amount of all cash dividends declared and paid pursuant to clause
(a)(B) hereof and the amount of cash used to repurchase or redeem shares, in
each case since May 28, 1999)".
(n) AMENDMENT OF SECTION 6.10. Section 6.10 of the Credit
Agreement is hereby amended to read as follows:
"SECTION 6.10. LEVERAGE RATIO. The Company will not permit
the Leverage Ratio at any time during any of the periods set forth
below to exceed the ratio set forth opposite such period:
PERIOD RATIO
------ -----
9/30/99 through 12/31/99 4.25:1.00
1/1/00 through 3/31/00 6.25:1.00
4/1/00 through 6/30/00 6.50:1.00
7/1/00 through 9/30/00 4.50:1.00
10/1/00 through 12/31/00 4.50:1.00
1/1/01 through 9/30/01 4.50:1.00
10/1/01 through 12/31/01 4.25:1:00
1/1/02 through 3/30/02 4.35:1.00
3/31/02 through 6/29/02 5.00:1.00
6/30/02 through 9/29/02 5.50:1.00
9/30/02 through 12/30/02 5.20:1.00
11
12/31/02 through 3/30/03 4.80:1.00
3/31/03 through 6/29/03 3.75:1.00
6/30/03 through 6/29/04 3.25:1.00
6/30/04 and thereafter 2.25:1.00"
(o) AMENDMENT TO ARTICLE VI. Article VI of the Credit
Agreement is hereby amended by adding the following Section at the end thereof:
"SECTION 6.13. CAPITAL EXPENDITURES. The Company
will not permit Capital Expenditures during any period set
forth below to exceed the amount set forth opposite such
period:
PERIOD AMOUNT
------ ------
1/1/02 through 12/31/02 $35,000,000
01/01/03 through 12/31/03 $43,000,000"
SECTION 7. AMENDMENT OF ARTICLE VII OF THE CREDIT AGREEMENT.
Section (d) of Article VII of the Credit Agreement is hereby amended by
immediately following "or 5.10" inserting ", 5.11".
SECTION 8. AMENDMENT OF THE SCHEDULES TO THE CREDIT AGREEMENT.
Schedule 1.01(c) ("Mortgaged Properties"), Schedule 3.05(c) ("Properties Not
Subject to Mortgages") and Schedule 3.16 ("Filing Offices"), both of which are
attached hereto, are hereby incorporated as schedules to the Credit Agreement.
SECTION 9. AMENDMENT OF THE EXHIBITS TO THE CREDIT AGREEMENT.
Exhibit I ("Form of Perfection Certificate") is hereby replaced with the Form of
Perfection Certificate attached hereto.
SECTION 10. AMENDMENT OF SECURITY AGREEMENT. The Security
Agreement is hereby amended in substantially the form set forth in Exhibit 1
attached hereto.
SECTION 11. CERTAIN AGREEMENTS. The Company agrees that (i)
concurrently with the delivery of financial statements required by Section
5.01(a) of the Credit Agreement for any fiscal year, the Company shall deliver a
quarter-by-quarter budget for the following fiscal year, (ii) with any financial
12
statements provided pursuant to Section 5.01(a) or (b) of the Credit Agreement,
the Company shall provide a comparison between the actual results for the
quarter (or fiscal year) being reported on and the projected results previously
reported in any budget referred to in (i) above and (iii) any breach of any
agreement executed in connection with the requirements of Section 13(b) hereof
shall be an Event of Default under the Credit Agreement.
SECTION 12. REPRESENTATIONS AND WARRANTIES. To induce the
other parties hereto to enter into this Amendment, the Company and each
Borrowing Subsidiary represents and warrants to each of the Lenders, the
Administrative Agent and the Collateral Agent that, as of the Amendment
Effective Date:
(a) After giving effect to this Amendment, the representations
and warranties set forth in Article III of the Credit Agreement are true and
correct in all material respects on and as of the Amendment Effective Date with
the same effect as though made on and as of the Amendment Effective Date, except
to the extent such representations and warranties expressly relate to an earlier
date.
(b) After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing.
(c) The execution, delivery and performance by each of the
Borrowers of this Amendment have been duly authorized by all necessary corporate
and other action and does not and will not require any registration with,
consent or approval of, notice to or action by, any person (including any
Governmental Authority) in order to be effective and enforceable. The Credit
Agreement as amended by this Amendment constitutes the legal, valid and binding
obligation of each of the Borrowers, enforceable against each of them in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.
SECTION 13. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective only upon the satisfaction of the following conditions (the
date on which all such conditions shall have been satisfied being called the
"AMENDMENT EFFECTIVE DATE"):
(a) the Administrative Agent shall have received (i)
counterparts of this Amendment that, when taken together, bear the signatures of
the Company, each Subsidiary Guarantor and the Required Lenders and (ii) the
Amendment Fees payable to the Lenders under Section 14 hereof.
13
(b) The Administrative Agent shall have received, on behalf of
the Lenders, a completed Perfection Certificate dated the date of this Amendment
and signed by an executive officer or Financial Officer of the Company, together
with all attachments contemplated thereby or the Company shall have entered into
an agreement dated the date of this Amendment satisfactory to the Administrative
Agent to provide such Perfection Certificate by no later than Friday, April 26,
2002.
(c) The Collateral Requirement and the Guarantee Requirement
shall be satisfied after giving effect to the amendments effected hereby.
SECTION 14. AMENDMENT FEE. The Company agrees to pay to the
Administrative Agent, for the account of each Lender that shall have executed
and delivered a copy of this Amendment to the Administrative Agent (or its
counsel) on or prior to 5:00 p.m., New York City time on April 19, 2002, an
amendment fee (collectively, the "AMENDMENT FEES") equal to 0.20% of such
Lender's Revolving Commitment (whether used or unused) and outstanding Term
Loans, in each case as of the date hereof. The Amendment Fees will be payable in
immediately available funds on April 22, 2002; PROVIDED that the Company shall
have no liability for the Amendment Fees if this Amendment shall not have been
executed and delivered by the Required Lenders.
SECTION 15. EFFECT OF AMENDMENT. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute an Amendment of or otherwise affect the rights and remedies
of the Lenders, the Administrative Agent, the Collateral Agent or the Loan
Parties under the Credit Agreement or any other Loan Document, and shall not
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other provision of the Credit Agreement or any other Loan Document, all of which
are ratified and affirmed in all respects and shall continue in full force and
effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to,
or an Amendment, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. This Amendment shall
constitute a "Loan Document" for all purposes of the Credit Agreement and the
other Loan Documents.
SECTION 16. 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
14
original, but all such counterparts together shall constitute but one and the
same instrument. Delivery of any executed counterpart of a signature page of
this Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof.
SECTION 17. APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
SECTION 18. EXPENSES. The Company agrees to pay the
reasonable out of pocket expenses incurred by the Administrative Agent in
connection with the preparation of this Amendment including the reasonable fees,
disbursements and other charges of its counsel.
SECTION 19. HEADINGS. The headings of this Amendment are
for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
GENERAL CABLE CORPORATION,
by
/s/ Christopher F. Virgulak
-----------------------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GK TECHNOLOGIES, INCORPORATED,
by
/s/ Christopher F. Virgulak
-----------------------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENERAL CABLE HOLDINGS, INC.,
by
/s/ Christopher F. Virgulak
-----------------------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
GENERAL CABLE HOLDINGS (UK)
LIMITED,
by
/s/ Christopher F. Virgulak
-----------------------------------------
Name: Christopher F. Virgulak
Title: Director
GENERAL CABLE ACQUISITIONS (SPAIN),
S.A.,
by
/s/ Christopher F. Virgulak
-----------------------------------------
Name: Christopher F. Virgulak
Title: Joint Director
GENERAL CABLE HOLDINGS DE MEXICO,
S.A de C.V.,
by
/s/ Christopher F. Virgulak
-----------------------------------------
Name: Christopher F. Virgulak
Title: President
GENERAL CABLE COMPANY,
by
/s/ Christopher F. Virgulak
-----------------------------------------
Name: Christopher F. Virgulak
Title: Executive Vice President
JPMORGAN CHASE BANK (formerly
known as THE CHASE MANHATTAN
BANK), individually, as Administrative
Agent and as Collateral Agent,
by
/s/ Robert A. Krasnow
-----------------------------------------
Name: Robert A. Krasnow
Title: Vice President
J.P. MORGAN EUROPE LIMITED
(formerly knows as CHASE MANHATTAN
INTERNATIONAL LIMITED), as London
Agent,
by
/s/ Robert A. Krasnow
-----------------------------------------
Name: Robert A. Krasnow
Title: Vice President
17
BANK ONE, MICHIGAN, individually and
as Co-Documentation Agent,
by
/s/ Michael R. Zaksheske
-----------------------------------------
Name: Michael R. Zaksheske
Title: Director
MERRILL LYNCH CAPITAL
CORPORATION, individually and as Co-
Documentation Agent,
by
/s/ Paul Fox
-----------------------------------------
Name: Paul Fox
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
individually and as Co-Documentation
Agent,
by
/s/ Bruce A. Kintner
-----------------------------------------
Name: Bruce A. Kintner
Title: Vice President
ADDISON CDO, LIMITED (Acct 1279),
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
18
AG CAPITAL FUNDING PARTNERS, L.P.
By: Angelo, Gordon & Co., L.P., as
Investment Advisor,
by
/s/ John W. Fraser
-----------------------------------------
Name: John W. Fraser
Title: Managing Director
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager,
by
/s/ David P. Meyer
-----------------------------------------
Name: David P. Meyer
Title: Vice President
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager,
by
/s/ David P. Meyer
-----------------------------------------
Name: David P. Meyer
Title: Vice President
APEX CDO LTD (IDM),
by
/s/ Amos N. Beason
-----------------------------------------
Name: Amos N. Beason
Title: Director
19
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as Collateral Agent
by
/s/ Gordon Cook
-----------------------------------------
Name: Gordon Cook
Title:Senior Vice President & Portfolio
Manager
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
by
/s/ Gordon Cook
----------------------------------------
Name: Gordon Cook
Title: Senior Vice President & Portfolio
Manager
ATHENA CDO, LIMITED (Acct 1277)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
20
BANCO ESPIRITO SANTO, S.A.,
by
/s/ Andrew M. Orsen
-----------------------------------------
Name: Andrew M. Orsen
Title: Vice President
by
/s/ Leon Stark
-----------------------------------------
Name: Leon Start
Title: Senior Vice President
Deputy General Manager
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.,
by
/s/ Irv Roa
-----------------------------------------
Name: Irv Roa
Title: Associate Director
by
/s/ Elizabeth H. Tallmadge
-----------------------------------------
Name: Elizabeth H. Tallmadge
Title: Managing Director
Chief Investment Officer
BANK LEUMI USA,
by
/s/ Aliz Sadan
-----------------------------------------
Name: Aliz Sadan
Title: Assistant Treasurer
21
THE BANK OF NOVA SCOTIA,
by
/s/ M.D. Smith
-----------------------------------------
Name: M.D. Smith
Title: Agent, Operations
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH,
by
/s/ Shinichiro Munechika
-----------------------------------------
Name: Shinichiro Munechika
Title: Deputy General Manager
BEDFORD CDO, LIMITED (Acct 1276)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
BNP PARIBAS,
by
/s/ Duane P. Helkowski
-----------------------------------------
Name: Duane P. Helkowski
Title: Director
22
by
/s/ Stephanie Rogers
-----------------------------------------
Name: Stephanie Rogers
Title: Vice President
CAPTIVA FINANCE LTD.,
by
/s/ David Dyer
-----------------------------------------
Name: David Dyer
Title: Director
CAPTIVA II FINANCE LTD.,
by
/s/ Paul Cope
-----------------------------------------
Name: Paul Cope
Title: Director
CAPTIVA III FINANCE LTD. (Acct 275),
as advised Pacific Investment Management
Company LLC
by
/s/ David Dyer
-----------------------------------------
Name: David Dyer
Title: Director
23
CAPTIVA IV FINANCE LTD. (Acct 1275),
as advised by Pacific Investment Management
Company LLC
by
/s/ David Dyer
-----------------------------------------
Name: David Dyer
Title: Director
CATALINA CDO LTD. (Acct 1287)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
CITIZENS BANK OF MASSACHUSETTS,
by
/s/ John E. Lucas
-----------------------------------------
Name: John E. Lucas
Title: Vice President
COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management
International Company LLC
by
/s/ William M. Gardner
-----------------------------------------
Name: William M. Gardner
Title: Assistant Investment Officer
Title: Assistant Treasurer
24
COMERICA BANK,
by
/s/ Jennifer M. Pugliano
-----------------------------------------
Name: Jennifer M. Pugliano
Title: Account Officer
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
by
/s/ P. Jeffrey Huth
-----------------------------------------
Name: P. Jeffrey Huth
Title: Principal
CYPRESSTREE INVESTMENT
PARTNERS II, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
by
/s/ P. Jeffrey Huth
-----------------------------------------
Name: P. Jeffrey Huth
Title: Principal
25
CYPRESSTREE INVESTMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance
Company as Portfolio Manager
by
/s/ P. Jeffrey Huth
-----------------------------------------
Name: P. Jeffrey Huth
Title: Principal
DELANO COMPANY (Acct 275)
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
EASTMAN HILL FUNDING I, LIMITED,
By: TCW Asset Management Company, as its
Collateral Manager
by
/s/ Mark Gold
-----------------------------------------
Name: Mark Gold
Title: Managing Director
ELC 1998 LTD,
by
/s/ Amos N. Beason
-----------------------------------------
Name: Amos N. Beason
Title: Director
ELC 1999-2 CDO (IDM),
by
/s/ Amos N. Beason
-----------------------------------------
Name: Amos N. Beason
Title: Director
26
ELC 1999-I CDO (IDM),
by
/s/ Amos N. Beason
-----------------------------------------
Name: Amos N. Beason
Title: Director
ELC 1999-III CDO (IDM),
by
/s/ Amos N. Beason
-----------------------------------------
Name: Amos N. Beason
Title: Director
ELC 2000-I CDO (IDM),
by
/s/ Amos N. Beason
-----------------------------------------
Name: Amos N. Beason
Title: Director
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
27
ELT LTD.,
by
/s/ Diana L. Mushill
-----------------------------------------
Name: Diana L. Mushill
Title: Authorized Agent
ENDURANCE CDO I, LTD,
c/o ING Capital Advisors LLC,
As Portfolio Manager
by
/s/ Gordon Cook
-----------------------------------------
Name: Gordon Cook
Title: Senior Vice President & Portfolio
Manager
FIRST UNION NATIONAL BANK,
by
/s/ Jorge A. Gonzalez
-----------------------------------------
Name: Jorge A. Gonzalez
Title: Senior Vice President
FLEET NATIONAL BANK,
by
/s/ Irene Bertozzi Bartenstein
-----------------------------------------
Name: Irene Bertozzi Bartenstein
Title: Vice President
28
FRANKLIN CLO I, LIMITED,
by
/s/ Richard D'Addario
-----------------------------------------
Name: Richard D'Addario
Title: Senior Vice President
FRANKLIN FLOATING RATE TRUST,
by
/s/ Richard D'Addario
-----------------------------------------
Name: Richard D'Addario
Title: Senior Vice President
GALAXY CLO 1999-I LTD.,
by
/s/ Thomas G. Brandt
-----------------------------------------
Name: Thomas G. Brandt
Title: Managing Director
HAMILTON CDO, LTD.
By: Stanfield Capital Partners LLC
As its Collateral Manager
by
/s/ Christopher A. Bondy
-----------------------------------------
Name: Christopher A. Bondy
Title: Partner
29
IKB DEUTSCHE INDUSTRIEBANK AG,
LUXEMBOURG BRANCH,
by
/s/ Anja Keuchel
-----------------------------------------
Name: Anja Keuchel
Title: Manager
by
/s/ Manfred Ziwey
-----------------------------------------
Name: Manfred Ziwey
Title: Director
ING PRIME RATE INCOME TRUST
By: ING Investments, LLC
as its investment manager
by
/s/ Robert L. Wilson
-----------------------------------------
Name: Robert L. Wilson
Title: Vice President
ING SENIOR INCOME FUND
By: ING Investments, LLC
as its investment manager
by
/s/ Robert L. Wilson
-----------------------------------------
Name: Robert L. Wilson
Title: Vice President
30
JISSEKIKUN FUNDING, LTD. (Acct 1288),
By: Pacific Investment Management
Company LLC, as its Investment Advisor
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
JUPITER FUNDING TRUST,
by
/s/ Diana L. Mushill
-----------------------------------------
Name: Diana L. Mushill
Title: Authorized Agent
KEYBANK NATIONAL ASSOCIATION,
by
/s/ Brendan Lawlor
-----------------------------------------
Name: Brendan Lawlor
Title: Vice President
KZH CRESCENT LLC,
by
/s/ Susan Lee
-----------------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH CRESCENT-2 LLC,
by
/s/ Susan Lee
-----------------------------------------
Name: Susan Lee
Title: Authorized Agent
31
KZH CRESCENT-3 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 ING-3 LLC,
by
/s/ Susan Lee
-----------------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH PONDVIEW LLC,
by
/s/ Susan Lee
-----------------------------------------
Name: Susan Lee
Title: Authorized Agent
32
KZH SOLEIL LLC,
by
/s/ Susan Lee
-----------------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH SOLEIL-2 LLC,
by
/s/ Susan Lee
-----------------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH WATERSIDE LLC,
by
/s/ Susan Lee
-----------------------------------------
Name: Susan Lee
Title: Authorized Agent
METROPOLITAN LIFE INSURANCE
COMPANY,
by
/s/ James R. Dingler
-----------------------------------------
Name: James R. Dingler
Title: Director
33
MIZUHO CORPORATE BANK, LTD.
(f.k.a.) Fuji Bank, Ltd.
by
/s/ Nobuoki Koike
-----------------------------------------
Name: Nobuoki Koike
Title: Senior Vice President
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
by
/s/ Robert L. Wilson
-----------------------------------------
Name: Robert L. Wilson
Title: Vice President
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
by
/s/ Robert L. Wilson
----------------------------------------
Name: Robert L. Wilson
Title: Vice President
34
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD,
By: ING Investments, LLC
as its investment manager
by
/s/ Robert L. Wilson
----------------------------------------
Name: Robert L. Wilson
Title: Vice President
MONUMENT CAPITAL LTD,
by
/s/ Robert Bayer
----------------------------------------
Name: Robert Bayer
Title: Vice President
NATEXIS BANQUES POPULAIRES,
by
/s/ Frank H. Madden, Jr.
----------------------------------------
Name: Frank H. Madden, Jr.
Title: Vice President & Group Manager
by
/s/ William Burke
----------------------------------------
Name: William Burke
Title: Vice President
NATIONAL CITY BANK,
by
/s/ Beth A. Newton
----------------------------------------
Name: Beth A. Newton
Title: Vice President
35
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited, its
Agent
By: Greenwich Capital Markets, Inc., its
Agent
by
/s/ Harry Paschalidis
----------------------------------------
Name: Harry Paschalidis
Title: Vice President
NEMEAN CLO, LTD.,
By: ING Capital Advisors LLC,
as Investment Manager
by
/s/ Gordon Cook
----------------------------------------
Name: Gordon Cook
Title: Senior Vice President & Portfolio
Manager
NORTHWOODS CAPITAL, LIMITED
By: Angelo, Gordon & Co., L.P.,
As Collateral Manager
by
/s/ John W. Fraser
-----------------------------------------
Name: John W. Fraser
Title: Managing Director
36
NORTHWOODS CAPITAL II, LIMITED
By: Angelo, Gordon & Co., L.P.,
As Collateral Manager
by
/s/ John W. Fraser
-----------------------------------------
Name: John W. Fraser
Title: Managing Director
NORTHWOODS CAPITAL III, LIMITED
By: Angelo, Gordon & Co., L.P.,
As Collateral Manager
by
/s/ John W. Fraser
-----------------------------------------
Name: John W. Fraser
Title: Managing Director
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.
its General Partner
By: Oak Hill Securities MGP II, Inc.
its General Partner
by
/s/ Scott D. Krase
-----------------------------------------
Name: Scott D. Krase
Title: Authorized Signatory
37
OCTAGON INVESTMENT PARTNERS II,
LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
by
/s/ Michael B. Nechamkin
-----------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III,
LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
by
/s/ Michael B. Nechamkin
-----------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS IV,
LTD
By: Octagon Credit Investors, LLC
as collateral manager
by
/s/ Michael B. Nechamkin
-----------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
ORYX CLO, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
by
/s/ Gordon Cook
----------------------------------------
Name: Gordon Cook
Title: Senior Vice President & Portfolio
Manager
38
PERSEUS CDO I, LTD
By: Mass Mutual Life Insurance Company
As Portfolio Manager
by
/s/ Steven J. Katz
-----------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD,
By: ING Investments, LLC
as its investment manager
by
/s/ Robert L. Wilson
-----------------------------------------
Name: Robert L. Wilson
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC
as its investments manager
by
/s/ Robert L. Wilson
-----------------------------------------
Name: Robert L. Wilson
Title: Vice President
39
PPM AMERICA, INC., as Attorney-in-fact,
on behalf of Jackson National Life Insurance
Company.
by
/s/ David C. Wagner
-----------------------------------------
Name: David C. Wagner
Title: Managing Director
ROYALTON COMPANY (Acct 280)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
THE ROYAL BANK OF SCOTLAND PLC,
by
/s/ Jayne Seaford
-----------------------------------------
Name: Jayne Seaford
Title: Senior Vice President
SAAR HOLDINGS CDO LTD
By: Mass Mutual Life Insurance Company
As Collateral Manager
by
/s/ Steven J. Katz
-----------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
40
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC
as Collateral Manager
by
/s/ Gordon Cook
-----------------------------------------
Name: Gordon Cook
Title: Senior Vice President & Portfolio
Manager
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management
Company
as its Investment Advisor
by
/s/ Mohan V. Phansalkar
-----------------------------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
SEQUILS-PILGRIM I, LTD.
By: ING Investments, LLC
as its investment manager
by
/s/ Robert L. Wilson
-----------------------------------------
Name: Robert L. Wilson
Title: Vice President
41
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its Collateral
Manager
by
/s/ Mark Gold
----------------------------------------
Name: Mark Gold
Title: Managing Director
by
/s/ Jonathan Berg
----------------------------------------
Name: Jonathan Berg
Title: Assistant Vice President
SEQUILS IV, LTD
By: TCW Advisors, Inc. as its Collateral
Manager
by
/s/ Mark Gold
----------------------------------------
Name: Mark Gold
Title: Managing Director
by
/s/ Jonathan Berg
----------------------------------------
Name: Jonathan Berg
Title: Assistant Vice President
42
SIMSBURY CLO, LTD
By: Mass Mutual Life Insurance Company
As Collateral Manager
by
/s/ Steven J. Katz
----------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
SOMERS CDO, LTD
By: Mass Mutual Life Insurance Company
As Collateral Manager
by
/s/ Steven J. Katz
----------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
SOUTHERN PACIFIC BANK,
by
/s/ Mun Young Kim
----------------------------------------
Name: Mun Young Kim
Title: Vice President
43
SRF TRADING, INC.,
by
/s/ Diana L. Mushill
----------------------------------------
Name: Diana L. Mushill
Title: Assistant Vice President
STANDARD FEDERAL BANK,
by
/s/ Dorian Smith
----------------------------------------
Name: Dorian Smith
Title: Assistant Vice President
STANFIELD ARBITRAGE CDO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
by
/s/ Christopher A. Bondy
----------------------------------------
Name: Christopher A. Bondy
Title: Partner
STANFIELD CLO LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
by
/s/ Christopher A. Bondy
----------------------------------------
Name: Christopher A. Bondy
Title: Partner
STANFIELD/RMF TRANSATLANTIC CDO
LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
by
/s/ Christopher A. Bondy
----------------------------------------
Name: Christopher A. Bondy
Title: Partner
44
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY,
by
/s/ James R. Fellows
----------------------------------------
Name: James R. Fellows
Title: Senior Vice President
SUNAMERICA SENIOR FLOATING RATE
FUND INC.
By: Stanfield Capital Partners LLC
As Subadvisor
by
/s/ Christopher A. Bondy
----------------------------------------
Name: Christopher A. Bondy
Title: Partner
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its Collateral
Manager
by
/s/ Mark Gold
----------------------------------------
Name: Mark Gold
Title: Managing Director
by
/s/ Jonathan Berg
----------------------------------------
Name: Jonathan Berg
Title: Assistant Vice President
45
THERMOPYLAE FUNDING CORP.
by
/s/ Frank Bilotta
----------------------------------------
Name: Frank Bilotta
Title: Vice President
TORONTO DOMINION (NEW YORK),
INC.
by
/s/ Gwen Zirkle
----------------------------------------
Name: Gwen Zirkle
Title: Vice President
TRAVELERS CORPORATE LOAN FUND
INC.
By: Travelers Asset Management
International Company LLC
by
/s/ William M. Gardner
----------------------------------------
Name: William M. Gardner
Title: Assistant Investment Officer
TRYON 2000-I CDO (IDM)
by
/s/ Amos N. Beason
----------------------------------------
Name: Amos N. Beason
Title: Director
46
VAN KAMPEN PRIME RATE INCOME
TRUST
By: Van Kampen Investment Advisory Corp.
by
/s/ Darvin D. Pierce
----------------------------------------
Name: Darvin D. Pierce
Title: Executive Director
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
by
/s/ Darvin D. Pierce
----------------------------------------
Name: Darvin D. Pierce
Title: Executive Director
VENTURE CDO 2002, LIMITED,
by
/s/ Martin F. Davey
----------------------------------------
Name: Martin F. Davey
Title: Director
WASHINGTON MUTUAL BANK,
by
/s/ Richard J. Ameny, Jr.
----------------------------------------
Name: Richard J. Ameny, Jr.
Title: Assistant Vice President
47
WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC
as its Investment Manager
by
/s/ Christopher A. Bondy
----------------------------------------
Name: Christopher A. Bondy
Title: Partner
WINGED FOOT FUNDING TRUST,
by
/s/ Diana L. Mushill
----------------------------------------
Name: Diana L. Mushill
Title: Authorized Agent