Exhibit 10(y)
AMENDMENT NO. 1 TO FINANCING AGREEMENT AND WAIVER
THIS AMENDMENT NO. 1 TO FINANCING AGREEMENT AND WAIVER, dated as of
March 1, 2004 (this "Amendment"), by and among Solutia Inc., as a debtor and
---------
debtor-in-possession, a Delaware corporation (the "Parent"), and Solutia
------
Business Enterprises, Inc., as a debtor and debtor-in-possession, a New York
corporation, ("Solutia Business" and together with the Parent, each a
----------------
"Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent
-------- ---------
listed as a "Guarantor" on the signature pages hereto, each as a debtor and
debtor-in-possession (each a "Guarantor" and collectively, the
---------
"Guarantors"), the lenders from time to time party hereto (each a "Lender"
---------- ------
and collectively, the "Lenders"), the issuers from time to time party hereto
-------
(each an "Issuer" and collectively, the "Issuers"), Citicorp USA, Inc.
------ -------
("CUSA"), as collateral agent for the Lenders (in such capacity, the
----
"Collateral Agent"), CUSA, as administrative agent for the Lenders (in such
----------------
capacity, the "Administrative Agent"), and CUSA and Wells Fargo Foothill,
--------------------
LLC, as co-documentation agents for the Lenders, (in such capacity, the
"Documentation Agent" and together with the Collateral Agent and the
-------------------
Administrative Agent, each an "Agent" and collectively, the "Agents").
----- ------
RECITALS:
WHEREAS, the Borrowers, the Guarantors, the Lenders, the Issuers,
the Collateral Agent, the Administrative Agent and CUSA as initial
Documentation Agent ("Initial Documentation Agent") have heretofore entered
---------------------------
into that certain Financing Agreement, dated as of January 16, 2004 (the
"Financing Agreement");
-------------------
WHEREAS, the Borrowers, the Guarantors, the Lenders, the Issuers,
the Collateral Agent, the Administrative Agent and the Initial Documentation
Agent now desire to amend the Financing Agreement in certain respects, as
hereinafter provided; and
WHEREAS, the Borrowers have requested the Lenders to waive
compliance with certain provisions of the Financing Agreement.
NOW, THEREFORE, in consideration of the premises set forth above,
the terms and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Unless otherwise defined or the
-----------
context otherwise requires, terms for which meanings are provided in the
Financing Agreement shall have such meanings when used in this Amendment.
ARTICLE II
AMENDMENTS
Section 2.01 Amendment to Section 1.01 of the Financing
-------------------------------------------
Agreement.
- ---------
(a) Section 1.01 of the Financing Agreement is
hereby amended by deleting the definition of "Documentation Agent" and
-------------------
replacing it with the following:
"'Documentation Agent' means CUSA and Wells Fargo
-------------------
Foothill, LLC collectively in their capacities as co-documentation
agents."
(b) Section 1.01 of the Financing Agreement is
hereby amended by deleting the words "the Agents, the Required Lenders and
the Borrowers" appearing in the definition of "Bankruptcy Court Order"
therein and inserting in lieu thereof the words "the Administrative Agent,
the Required Lenders and the Borrowers".
(c) Section 1.01 of the Financing Agreement is
hereby amended by deleting the words "in form and substance satisfactory to
the Agents" appearing in the definition of "Pledge Agreement" therein and
inserting in lieu thereof the words "in form and substance satisfactory to
the Administrative Agent and the Collateral Agent".
(d) Section 1.01 of the Financing Agreement is
hereby amended by (i) deleting the words "on terms and conditions acceptable
to the Agents and the Required Lenders" appearing in the definitions of
"2009 Post-Petition Liens" and "2009 Pre-Petition Liens" therein and
inserting in lieu thereof the words "on terms and conditions acceptable to
the Administrative Agent and the Required Lenders" and (ii) deleting the
words "in form and substance satisfactory to the Agents and the Required
Lenders" appearing in such definitions and inserting in lieu thereof the
words "in form and substance satisfactory to the Administrative Agent and
the Required Lenders".
(e) Section 1.01 of the Financing Agreement is
hereby amended by inserting the following definitions of "Approved Fund" and
-------------
"Fund" in the proper alphabetical position:
----
"'Approved Fund' means any Fund that is advised
-------------
or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or Affiliate of an entity that administers or manages a
Lender."
"'Fund' means any Person (other than a natural
----
Person) that is or will be engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions
of credit in the ordinary course of its business."
2
Section 2.02 Amendment to Section 5.02 of the Financing
------------------------------------------
Agreement. Section 5.02(a) of the Financing Agreement is hereby amended by
- ---------
deleting the words "or the Documentation Agent" appearing therein.
Section 2.03 Amendment to Section 8.01 of the Financing
------------------------------------------
Agreement. Section 8.01 of the Financing Agreement is hereby amended in the
- ---------
manner set forth below:
(a) Section 8.01(r)(i) is hereby amended by
deleting the words "30 days" appearing therein and inserting in lieu thereof
the words "90 days".
(b) Section 8.01(r)(iii) is hereby amended by
deleting the words "14 days" appearing therein and inserting in lieu thereof
the words "90 days".
Section 2.04 Amendment to Section 9.03 of the Financing
------------------------------------------
Agreement. Section 9.03 of the Financing Agreement is hereby amended in the
- ---------
manner set forth below:
(a) Section 9.03(a) is hereby amended by deleting
the words "and the Documentation Agent" appearing therein.
(b) Section 9.03(a)(ii) of the Financing
Agreement is hereby amended by deleting the words "ten (10) days" appearing
therein and inserting in lieu thereof the words "ten (10) Business Days".
Section 2.05 Amendment to Section 11.08 of the Financing
-------------------------------------------
Agreement. Section 11.08(a) of the Financing Agreement is hereby amended by
- ---------
deleting the words "the Administrative Agent, the Collateral Agent and the
Documentation Agent" appearing therein and inserting in lieu thereof the
words "the Administrative Agent and the Collateral Agent".
Section 2.06 Amendment to Section 13.01 of the Financing
-------------------------------------------
Agreement. Section 13.01 of the Financing Agreement is hereby amended to
- ---------
provide that all notices to the Documentation Agent shall also be sent to
the following address:
Wells Fargo Foothill, LLC
2450 Colorado Avenue, Suite 3000W
Santa Monica, CA 90404
Attention: Lan Wong
Telecopier: 310-453-7446.
Section 2.07 Amendment to Section 13.07 of the Financing
-------------------------------------------
Agreement. Section 13.07 of the Financing Agreement is hereby amended in the
- ---------
manner set forth below:
(a) The first paragraph of Section 13.07(b)
thereof is hereby amended and restated to read in its entirety as follows:
3
"(b) Each Lender may, (x) with the written consent of the
Administrative Agent (such consent not to be unreasonably withheld or
delayed), assign to one or more other lenders or other entities all or a
portion of its rights and obligations under this Agreement with respect to
all or a portion of its Term Loan A Commitment and the Term Loan A made by
it or its Term Loan B Commitment and the Term Loan B made by it and (y) with
the written consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed), assign to one or more other lenders or
other entities all or a portion of its rights and obligations under this
Agreement with respect to all or a portion of its Revolving Credit
Commitment, the Revolving Loans made by it and its Pro Rata Share of Letter
of Credit Obligations; provided, however, that (i) such assignment is in an
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amount which is at least $5,000,000 or a multiple of $1,000,000 in excess
thereof (or the remainder of such Lender's Revolving Credit Commitment)
(except such minimum amount shall not apply to an assignment by a Lender (A)
to an Affiliate of such Lender or an Approved Fund or (B) with the consent
of the Administrative Agent (such consent not to be unreasonably withheld or
delayed), to a Person and its Affiliates or an Approved Fund to the extent
the aggregate amount assigned to all such Persons is at least $5,000,000 or
a multiple of $1,000,000 in excess thereof), (ii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance, an Assignment and Acceptance and an acknowledgement to a
separate written agreement among the Agents and the Lenders, together with
any promissory note subject to such assignment and such parties shall
deliver to the Administrative Agent a processing and recordation fee of
$3,500 (except (A) the payment of such fee shall not be required in
connection with an assignment by a Lender to an Affiliate of such Lender or
to an Approved Fund and (B) only a single processing and recordation fee
shall be required in connection with two or more contemporaneous assignments
by a Lender, an Affiliate of such Lender or an Approved Fund, and (iii) no
written consent of the Administrative Agent shall be required in connection
with any assignment by a Lender to an Affiliate of such Lender or to an
Approved Fund. The Borrowers and the Agents may continue to deal solely and
directly with an assigning Lender in connection with the interest so
assigned until such Lender and its assignee shall have executed and
delivered to the Administrative Borrower and the Administrative Agent, and
the Administrative Agent shall have accepted and recorded, an Assignment and
Acceptance. Upon such execution, delivery and acceptance, from and after the
effective date specified in each Assignment and Acceptance, which effective
date shall be at least three (3) Business Days after the delivery thereof to
the Administrative Agent (or such shorter period as shall be agreed to by
the Administrative Agent and the parties to such assignment), (A) the
assignee thereunder shall become a "Lender" hereunder and, in addition to
the rights and obligations hereunder held by it immediately prior to such
effective date, have the rights and obligations hereunder that have been
assigned to it pursuant to such Assignment and Acceptance and (B) the
assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto)."
4
(b) Section 13.07 is further amended by adding
the following subsection (d):
"(d) In addition to the other assignment rights provided
in this Section 13.07, each Lender may assign, as collateral or otherwise,
-------------
any of its rights under this Agreement, whether now owned or hereafter
acquired (including rights to payments of principal or interest on the
Loans), to, without consent of the Administrative Agent or the Borrowers,
any trustee for the benefit of the holders of obligations owed, or
securities issued, by such Lender as security for such obligations or
securities; provided, however, that no such assignment or grant shall
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release such Lender from any of its obligations hereunder except, in the
case of a subsequent foreclosure, pursuant to an assignment made in
compliance with the other provisions of this Section 13.07."
-------------
Section 2.08 Amendments to Certain Other References to
-----------------------------------------
"Agents" Appearing in the Financing Agreement. The Financing Agreement is
- ---------------------------------------------
hereby further amended in the manner set forth below:
(a) Sections 1.03, 2.08(d), 8.01(a)(vi),
8.01(a)(x), 8.01(a)(xx), 8.01(f), 10.01(c), and 10.01(d), and clause (y) of
Section 13.04, are each hereby amended by deleting each instance of the
words "any Agent" appearing therein and inserting in lieu thereof the words
"the Administrative Agent or the Collateral Agent".
(b) Sections 2.05(c)(vii), 2.08(d), 5.01,
6.01(a), 7.01(i), 7.01(dd), 8.01(a)(v), 8.01(a)(vi), 8.01(a)(vii),
8.01(j)(iii), 8.01(j)(vii), 8.02(c)(ii)(B), and 8.02(m), the first sentence
of Section 7.01(p), the second paragraph of Section 8.01(j), and the first
sentence of Section 13.16, are each hereby amended by deleting each instance
of the words "the Agents" appearing therein and inserting in lieu thereof
the words "the Administrative Agent and the Collateral Agent".
(c) Sections 9.01(f) and 9.01(h) are each hereby
amended by deleting each instance of the words "each Agent" appearing
therein and inserting in lieu thereof the words "each of the Administrative
Agent and the Collateral Agent".
(d) Section 10.01(i) is hereby amended by
deleting the words "the Agents and the Required Lenders" appearing therein
and inserting in lieu thereof the words "the Administrative Agent, the
Collateral Agent and the Required Lenders".
Section 2.09 Amendment to Schedule II to the Pledge
--------------------------------------
Agreement. Schedule II of the Pledge Agreement is hereby is hereby amended
- ---------
and restated to read in its entirety as set forth in Exhibit A hereto.
---------
Section 2.10 Limited Waiver of Section 8.01(r)(i) of the
-------------------------------------------
Financing Agreement. The Lenders hereby waive compliance by the Loan Parties
- -------------------
with the provisions of Section 8.01(r)(i) of the Financing Agreement to the
extent that such section requires the delivery of those certain agreements
and documents set forth therein not later than 30 days following the
Facility Effective Date. Such waiver does not constitute a waiver of Section
8.01(r)(i) of the Financing Agreement as amended herein, any other provision
of the Financing Agreement or any other Loan Document or any
5
waiver of any other Default or Event of Default that may exist under the
Financing Agreement or arise after the date hereof or an acquiescence
therein.
Section 2.11 Limited Waiver of Section 8.01(r)(iii) of the
---------------------------------------------
Financing Agreement. The Lenders hereby waive compliance by the Loan Parties
- -------------------
with the provisions of Section 8.01(r)(iii) of the Financing Agreement to
the extent that such section requires the delivery of those certain
agreements and documents set forth therein not later than 14 days following
the Facility Effective Date. Such waiver does not constitute a waiver of
Section 8.01(r)(iii) of the Financing Agreement as amended herein, any other
provision of the Financing Agreement or any other Loan Document or any
waiver of any other Default or Event of Default that may exist under the
Financing Agreement or arise after the date hereof or an acquiescence
therein.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01 Conditions to Effectiveness of this
-----------------------------------
Amendment. This Amendment shall be effective as of the date hereof, upon the
- ---------
satisfaction of the conditions precedent that:
(a) Amendment. The Administrative Agent shall
---------
have received executed counterparts of this Amendment, duly executed by at
least the Required Lenders, the Borrowers, each Guarantor, the Documentation
Agent, the Administrative Agent, the Collateral Agent and the Issuer.
(b) Representations and Warranties. As of the
------------------------------
date hereof, both before and after giving effect to this Amendment, all of
the representations and warranties contained in the Financing Agreement and
in each other Loan Document shall be true and correct in all material
respects as though made on the date hereof (and by its execution hereof, the
Borrowers shall be deemed to have represented and warranted such).
(c) No Default. As of the date hereof, both
----------
before and after giving effect to this Amendment, no Default (other than
with respect to the provisions of Sections 8.01(r)(i) and (iii) that would,
upon effectiveness of this Amendment, be waived pursuant to Sections 2.05
and 2.06 above) shall have occurred and be continuing (and by its execution
hereof, the Borrowers shall be deemed to have represented and warranted
such).
ARTICLE IV
MISCELLANEOUS
Section 4.01 Effect; Ratification. The amendments and
--------------------
waivers set forth herein are effective solely for the purposes set forth
herein and shall be limited precisely as written, and shall not be deemed to
(i) be a consent to, or acknowledgment of, any amendment, waiver or
modification of any other term or condition of the Financing Agreement or of
any other instrument or agreement referred to therein or (ii) prejudice
6
any right or remedy which the Agents or any other party may now have or may
have in the future under or in connection with the Financing Agreement as
amended hereby or any other instrument or agreement referred to therein.
This Amendment shall be construed in connection with and as part of the
Financing Agreement, and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Financing Agreement and each other
instrument or agreement referred to therein, except as herein amended, are
hereby ratified and confirmed and shall remain in full force and effect.
Section 4.02 Due Authorization; Authority; No Conflicts;
-------------------------------------------
Enforceability. The execution, delivery and performance by each Loan Party
- --------------
of this Amendment (i) have been duly authorized by all necessary action,
(ii) do not and will not contravene its charter or by-laws, its limited
liability company or operating agreement or its certificate of partnership
or partnership agreement, as applicable, or any applicable law or any
contractual restriction binding on or otherwise affecting it or any of its
properties (other than conflicts, breaches and defaults, the enforcement of
which will be stayed by virtue of the filing of the Chapter 11 Cases), or
any order or decree of any court or Governmental Authority (including,
without limitation, any order entered in the Chapter 11 Cases), (iii) do not
and will not result in or require the creation of any Lien upon or with
respect to any of its material properties, and (iv) do not and will not
result in any material default, noncompliance, suspension, revocation,
impairment, forfeiture or nonrenewal of any material permit, license,
authorization or approval applicable to its operations or any of its
properties. No authorization or approval or other action by, and no notice
to or filing with, any Governmental Authority, including the Bankruptcy
Court, is required in connection with the due execution, delivery and
performance by any Loan Party of this Amendment. This Amendment, when
delivered hereunder, is or will be, duly and validly executed and delivered
by each of the Loan Parties which is a party hereto and each of this
Amendment and the Financing Agreement as amended hereby constitutes the
legal, valid and binding obligation of each of the Loan Parties which is a
party hereto or thereto, enforceable in accordance with the terms hereof or
thereof.
Section 4.03 No Novation. Neither this Amendment nor the
-----------
replacement of the terms of the Financing Agreement by the terms of this
Amendment shall extinguish the obligations for the payment of money
outstanding under the Financing Agreement or discharge or release the Lien
or priority of any security agreement, any pledge agreement or any other
security therefor. Nothing herein contained shall be construed as a
substitution or novation of the Obligations outstanding under the Financing
Agreement or instruments securing the same, which shall remain in full force
and effect, except as modified hereby. Nothing expressed or implied in this
Amendment or any other document contemplated hereby or thereby shall be
construed as a release or other discharge of the Borrowers or any other Loan
Party under any Loan Document from any of its obligations and liabilities
thereunder. Each of the Financing Agreement and the other Loan Documents
shall remain in full force and effect, until and except as modified hereby
or in connection herewith. This Amendment is a Loan Document executed
pursuant to the Financing Agreement and shall be construed, administered and
applied in accordance with the terms and provisions thereof.
7
Section 4.04 Costs, Fees and Expenses. The Borrowers
------------------------
jointly and severally agree to reimburse the Agents and the Lenders upon
demand for all costs, fees and expenses (including the reasonable fees and
expenses of counsel to the Agents and the Lenders) incurred in connection
with the preparation, execution and delivery of this Amendment.
Section 4.05 Counterparts. This Amendment may be executed
------------
in any number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart of this Amendment by telecopier shall be equally
as effective as delivery of an original executed counterpart of this
Amendment. Any party delivering an executed counterpart of this Amendment by
telecopier also shall deliver an original executed counterpart of this
Amendment but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this
Amendment.
Section 4.06 Severability. Any provision of this Amendment
------------
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
Section 4.07 CHOICE OF LAW. THIS AMENDMENT SHALL BE
-------------
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW
YORK EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE.
Section 4.08 No Party Deemed Drafter. Each of the parties
-----------------------
hereto agrees that no party hereto shall be deemed to be the drafter of this
Amendment.
Section 4.09 Ratification of Guaranty. Each Guarantor
------------------------
hereby consents to this Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of this Amendment, the Guaranty is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of
this Amendment, each reference in the Guaranty to the "Agreement",
"thereunder", "thereof" or words of like import referring to the Financing
Agreement shall mean and be a reference to the Financing Agreement as
amended by this Amendment, and (b) the Loan Documents to which it is a party
and all of the Collateral described therein do, and shall continue to,
secure the payment of all of the Obligations secured thereby.
(Signature Page Follows)
8
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
BORROWERS:
----------
SOLUTIA INC., as a debtor and a debtor-in-
possession
By:
--------------------------------------
Name:
Title:
SOLUTIA BUSINESS ENTERPRISES, INC., as
a debtor and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
GUARANTORS:
-----------
AXIO RESEARCH CORPORATION, as a debtor
and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
BEAMER ROAD MANAGEMENT COMPANY, as a
debtor and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
CPFILMS INC., as a debtor and a debtor-in-
possession
By:
--------------------------------------
Name:
Title:
MONCHEM, INC., as a debtor and a debtor-
in-possession
By:
--------------------------------------
Name:
Title:
MONCHEM INTERNATIONAL, INC., as a debtor
and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA GREATER CHINA, INC., as a debtor
and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA INTER-AMERICA, INC., as a debtor
and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA INTERNATIONAL HOLDING, LLC, as a
debtor and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA INVESTMENTS, LLC, as a debtor and
a debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA MANAGEMENT COMPANY, INC., as a
debtor and a debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA OVERSEAS, INC., as a debtor and a
debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA SYSTEMS, INC., as a debtor and a
debtor-in-possession
By:
--------------------------------------
Name:
Title:
SOLUTIA TAIWAN, INC., as a debtor and a
debtor-in-possession
By:
--------------------------------------
Name:
Title:
ADMINISTRATIVE AGENT, COLLATERAL AGENT,
---------------------------------------
CO-DOCUMENTATION AGENT AND A LENDER:
-----------------------------------
CITICORP USA, INC., for itself as the
Administrative Agent, the Collateral
Agent, a Co-Documentation Agent and a
Lender
By:
--------------------------------------
Name:
Title:
CO-DOCUMENTATION AGENT AND A LENDER:
-----------------------------------
WELLS FARGO FOOTHILL, LLC, for itself as
a Co-Documentation Agent and a Lender
By:
--------------------------------------
Name:
Title:
ISSUER:
------
CITIBANK, N.A., as an Issuer and a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
CITIGROUP GLOBAL MARKETS INC., as a
Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
HIGHLAND LEGACY LIMITED, as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
HIGHLAND LOAN FUNDING V LTD., as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
RESTORATION FUNDING CLO, LTD., as a
Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT
SYSTEM, as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
AMARANTH LLC, as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
SATELLITE ASSET MANAGEMENT, L.P., as a
Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
SATELLITE SENIOR INCOME FUND, LLC, as a
Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
SATELLITE SENIOR INCOME FUND II, LLC, as
a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
MORGAN STANLEY SENIOR FUNDING, INC., as a
Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
OZ SPECIAL MASTER FUND, LTD., as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
PERRY PRINCIPALS INVESTMENTS, LLC, as a
Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
WINGATE CAPITAL LTD., as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
BAYERISCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH, as a Lender
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
LENDER:
-------
SHEPHERD INVESTMENTS INTERNATIONAL, LTD.,
as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
TCW SELECT LOAN FUND, LIMITED, as a
Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
C-SQUARED CDO LTD., as a Lender
By:
--------------------------------------
Name:
Title:
LENDER:
-------
LOAN FUNDING I LLC, as a Lender
By:
--------------------------------------
Name:
Title: