EXHIBIT 3
THIS AMENDMENT AGREEMENT is dated as of the 14th day of November, 2001
AMONG: GT GROUP TELECOM SERVICES CORP.
(hereinafter referred to as the "BORROWER")
AND: GT GROUP TELECOM INC.
(hereinafter referred to as the "GUARANTOR")
AND: GT GROUP TELECOM SERVICES (USA) CORP.
(hereinafter referred to as "GT (US)")
AND: LUCENT TECHNOLOGIES INC., as a Lender
under the Credit Agreement
(hereinafter referred to as "LUCENT")
AND: RESTRUCTURED ASSET SECURITIES WITH ENHANCED RETURNS,
SERIES 2001-3-PT TRUST
GOLDMAN SACHS CREDIT PARTNERS L.P.
STEIN ROE & FARNHAM CLO I, LTD
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
LIBERTY-STEIN RAOE ADVISOR FLOATING RATE ADVANTAGE FUND
HIGH YIELD PORTFOLIO, A SERIES OF INCOME TRUST
ARCHIMEDES FUNDING II, LTD
ARCHIMEDES FUNDING III, LTD
AXP VARIABLE PORTFOLIO-EXTRA
INCOME FUND, A SERIES OF AXP
VARIABLE PORTFOLIO INCOME
SERIES, INC.
AXP VARIABLE PORTFOLIO-MANAGED
FUND, A SERIES OF AXP VARIABLE
PORTFOLIO MANAGED SERIES, INC.
2
CALHOUN CBO, LTD
CEDAR CBO, LTD
CENTENNIAL CBO, LTD
CENTURION CDO I, LTD
CENTURION CDO II, LTD
ISLES CBO, LTD
CLARION CBO, LTD.
INCOME PORTFOLIO, A SERIES OF IDS
LIFE SERIES FUND, INC.
MANAGED PORTFOLIO, A SERIES OF IDS
LIFE SERIES FUND, INC.
TOTAL RETURN PORTFOLIO, A SERIES
OF GROWTH AND INCOME TRUST
PAM CAPITAL FUNDING LP
PAMCO CAYMAN LTD.
ARES IV CLO LTD.
ARES III CLO LTD
CREDIT SUISSE FIRST BOSTON
ELC (CAYMAN) LTD, 1999-III
APEX(IDM) CDO I, LTD
ELC (CAYMAN) LTD. 2000-I
ELC (CAYMAN) LTD. 1999-II
ADDISON CDO, LIMITED
DELANO COMPANY,
each as a Lender under the Credit Agreement
3
WHEREAS the parties hereto are parties to a credit agreement dated as of
February 3, 2000 (the "ORIGINAL AGREEMENT").
WHEREAS the Original Agreement was amended and restated pursuant to an amended
and restated credit agreement dated as of September 29, 2000 (the "CREDIT
AGREEMENT").
WHEREAS pursuant to Section 9.02(b) of the Credit Agreement, the parties may
amend the Credit Agreement, with the exception of certain provisions, by
agreement in writing entered into between the Credit Parties and the Required
Lenders (as such terms are defined in the Credit Agreement).
WHEREAS the parties hereto, other than the Credit Parties, include the Required
Lenders as at the date hereof.
WHEREAS the parties have decided to amend the Credit Agreement in accordance
herewith.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. DEFINED TERMS. All capitalized words and phrases used in this agreement shall
have the meaning assigned to them by the Credit Agreement unless such words or
phrases are otherwise defined in this agreement.
2. ONE AGREEMENT. This agreement amends the Credit Agreement. This agreement and
the Credit Agreement shall be read, interpreted, construed and have effect as,
and shall constitute, one agreement with the same effect as if the amendments
made by this agreement had been contained in the Credit Agreement as of the date
of this agreement.
3. DEFINITION OF "BURNABY DEBT". The definition of "Burnaby Debt" contained in
Section 1.01 of the Credit Agreement is hereby amended to the following:
"BURNABY DEBT" means Debt owing to CIBC Mortgages Inc. in an aggregate
principal amount not exceeding Cdn. $500,000 secured by a mortgage on 3887
Second Avenue, Burnaby, B.C.
4. DEFINITION OF "PERMITTED ACQUISITIONS". The definition of "Permitted
Acquisitions" contained in Section 1.01 of the Credit Agreement is hereby
amended by deleting Subsection (i) thereof in its entirety.
5. DEFINITION OF "PERMITTED DEBT".
5.1 The definition of "Permitted Debt" contained in Section 1.01 of the
Credit Agreement is hereby amended by deleting the amount "Cdn.
$1,350,000,000" in subparagraph (i) thereof and replacing such amount with
"Cdn. $1,000,000,000".
5.2 The definition of "Permitted Debt" is further amended by deleting the
period at the end of Subsection (xi) and replacing it with "; and", and by
adding after said Subsection (xi) the following:
4
(xii) unsecured Debt of Credit Parties for the deferred purchase price
of Permitted Acquisitions, in an aggregate principal amount not to
exceed Cdn. $50,000,000 (or any Equivalent Amount) at any time.
6. DEFINITION OF "PERMITTED INVESTMENTS". The definition of "Permitted
Investments" contained in Section 1.01 of the Credit Agreement is hereby amended
by deleting Subsection (i) thereof in its entirety.
7. DEFINITION OF "PERMITTED LIENS". The definition of "Permitted Liens"
contained in Section 1.01 of the Credit Agreement is hereby amended by deleting
the period at the end of Subsection (xiv) thereof and replacing it by ";" and by
further adding after said Subsection (xiv) the following:
(xv) Liens securing Permitted Refinancing Debt, provided that such Liens do
not affect any property other than the property that was subject to a
Lien in connection with the Debt being refinanced and provided that
such Liens have the same or lower priority after the refinancing as
they did prior to such refinancing; and
(xvi) Liens to secure performance obligations of a Credit Party in
connection with agreements pursuant to which (i) no Debt is incurred
by a Credit Party, (ii) the property subject to such Liens is owned,
but not available for use, by any Credit Party and (iii) the Lien is
created at the time the property is acquired by the Credit Party and
is limited to such property; such Lien may rank in priority to the
Security.
8. DEFINITION OF "PLAN". The definition of "Plan" contained in Section 1.01 of
the Credit Agreement is hereby deleted in its entirety.
9. DEFINITION OF "PURCHASE MONEY OBLIGATION". The definition of "Purchase Money
Obligation" contained in Section 1.01 of the Credit Agreement is hereby amended
to the following:
"PURCHASE MONEY OBLIGATION" means any Debt (including without limitation a
Capitalized Lease Obligation) incurred or assumed to finance all or any
part of the acquisition price of any property or services acquired by any
Credit Party after the date of this Agreement or to finance all or any part
of the cost of any improvement to any property of any Credit Party,
provided that such obligation is incurred or assumed prior to or within 60
days after the later of acquisition of such property or services or the
completion of such improvement and the date of this Agreement and does not
exceed the lesser of the acquisition price payable by such Credit Party for
such property, services or improvement and the fair market value of such
property, services or improvement; and includes any extension, renewal or
refunding of any such obligation so long as the principal amount thereof
outstanding on the date of such extension, renewal or refunding is not
increased except by accrued and unpaid interest and refinancing costs. For
greater certainty, Purchase Money Obligations shall not include Debt
incurred or assumed in a transaction of sale and leaseback of any property
entered into more than 60 days after the later of the acquisition of such
property and the date of this Agreement.
5
10. DEFINITION OF "TRANCHE A". The definition of "Tranche A" contained in
Section 1.01 of the Credit Agreement is hereby amended to the following:
"Tranche A" has the meaning given to such term in Subsection 2.01(a)(i).
11. DEFINITION OF "TRANCHE B". The definition of "Tranche B" contained in
Section 1.01 of the Credit Agreement is hereby amended to the following:
"Tranche B" has the meaning given to such term in Subsection 2.01(a)(ii).
12. FUNDING OF LOAN. Section 2.04 of the Credit Agreement is hereby amended by
adding after Subsection 2.04(b) the following:
(c) Notwithstanding anything to the contrary contained in this Agreement,
the Agent shall, at the request of Lucent so long as Lucent and/or any
Affiliate of Lucent are the only Lenders with Commitments and at any time
that the aggregate amount owed to Lucent Canada under the Supply Agreement
by the Borrower, as evidenced by a statement sent by Lucent to the
Borrower, is in excess of US$10,000,000, cause Loans to be advanced by the
Lenders for and on behalf of the Borrower whether or not (i) any Borrowing
Request is given in accordance with Section 2.03, (ii) any of the
conditions precedent set forth in Article IV hereof are satisfied, (iii)
any Default exists, or (iv) any other fact or circumstance exists. In order
for Loans to be advanced under this Subsection 2.04(c), Lucent shall have
given at least ten (10) Business Day's prior written notice to the
Administrative Agent and Borrower of Lucent's desire to cause such Loans to
be made. All proceeds of such Loans shall be used to pay amounts payable to
Lucent Canada or its designees for products and/or services purchased
pursuant to the Supply Agreement which have not been disputed and which
have not been paid when due or which are due on or after the date of the
Loan is to be made pursuant to this Subsection 2.04(c). All Loans advanced
pursuant to this Section shall be initially advanced as a Eurodollar Loan
with a one month Interest Period, unless (A) the Borrower has requested in
writing at least two Business Days prior to such advance that any of such
Loans have an Interest Period with a different duration in accordance with
the requirements of the Agreement or (B) the circumstances in Section
2.13(a) or (b) (read as if reference in Section 2.13(b) to "the Required
Lenders" was instead a reference to "Lucent") then exist, in which case the
Loan advanced pursuant to this Subsection 2.04(c) shall initially be made
as an ABR Loan.
13. NEGATIVE COVENANTS. Subsection 5.02(h) of the Credit Agreement is hereby
amended by deleting the amount "Cdn. $1,350,000,000" and replacing such amount
with "Cdn. $1,000,000,000".
14. STAGE I FINANCIAL COVENANTS.
14.1 SENIOR DEBT RATIO. Subsection 5.03(a)(iii) of the Credit Agreement is
hereby amended to the following:
(iii) December 31, 2001 to September 30, 2002 to be more than 0.45 to 1.0.
6
14.2 TOTAL DEBT RATIO. Subsection 5.03(b)(ii) of the Credit Agreement is
hereby amended to the following:
(ii) December 31, 2001 to September 30, 2002 to be more than 0.65 to 1.0.
15. STAGE II FINANCIAL COVENANTS. Subsections 5.04(b) through 5.04 (f)
inclusively of the Credit Agreement are hereby amended to the following:
(b) Total Debt Ratio. It will not permit the Total Debt Ratio at any time
from
(i) the Stage II Date to June 30, 2004 to exceed 0.65 to 1.0;
(ii) July 1, 2004 to June 30, 2006 to exceed 0.67 to 1.00;
(iii) July 1, 2006 and thereafter to exceed 0.65 to 1.00.
(c) Senior Debt Leverage Ratio. It will not permit the Senior Debt
Leverage Ratio at any time from
(i) the Stage II Date to December 31, 2002 to exceed 18.00 to 1.00;
(ii) January 1, 2003 to March 31, 2003 to exceed 11.00 to 1.00;
(iii) April 1, 2003 to June 30, 2003 to exceed 8.00 to 1.00;
(iv) July 1, 2003 to September 30, 2003 to exceed 7.50 to 1.00;
(v) October 1, 2003 to December 31, 2003 to exceed 6.50 to 1.00;
(vi) January 1, 2004 to March 31, 2004 to exceed 5.00 to 1.00;
(vii) April 1, 2004 to June 30, 2004 to exceed 3.50 to 1.00;
(viii) July 1, 2004 to September 30, 2004 to exceed 3.50 to 1.00;
(ix) October 1, 2004 and thereafter to exceed 3.00 to 1.00.
(d) Total Debt Leverage Ratio. It will not permit the Total Debt Leverage
Ratio at any time from
(i) the Stage II Date to December 31, 2002 to exceed 35.00 to 1.00;
(ii) January 1, 2003 to March 31, 2003 to exceed 25.00 to 1.00;
(iii) April 1, 2003 to June 30, 2003 to exceed 20.00 to 1.00;
(iv) July 1, 2003 to September 30, 2003 to exceed 14.00 to 1.00;
(v) October 1, 2003 to December 31, 2003 to exceed 12.00 to 1.00;
(vi) January 1, 2004 to March 31, 2004 to exceed 10.00 to 1.00;
7
(vii) April 1, 2004 to June 30, 2004 to exceed 9.00 to 1.00;
(viii) July 1, 2004 to September 30, 2004 to exceed 8.00 to 1.00;
(ix) October 1, 2004 to December 31, 2004 to exceed 7.00 to 1.00.
(x) January 1, 2005 to March 31, 2005 to exceed 7.00 to 1.00;
(xi) April 1, 2005 and thereafter to exceed 5.00 to 1.00.
(e) Interest Coverage Ratio. It will ensure that the Interest Coverage
Ratio at any time from
(i) the Stage II Date to December 31, 2002 exceeds 0.20 to 1.00;
(ii) January 1, 2003 to March 31, 2003 exceeds 0.25 to 1.00;
(iii) April 1, 2003 to June 30, 2003 exceeds 0.40 to 1.00;
(iv) July 1, 2003 to September 30, 2003 exceeds 0.50 to 1.00;
(v) October 1, 2003 to December 31, 2003 exceeds 0.50 to 1.00;
(vi) January 1, 2004 to March 31, 2004 exceeds 0.75 to 1.00;
(vii) April 1, 2004 to June 30, 2004 exceeds 0.75 to 1.00;
(viii) July 1, 2004 to September 30, 2004 exceeds 1.00 to 1.00;
(ix) October 1, 2004 to December 31, 2004 exceeds 1.25 to 1.00;
(x) January 1, 2005 to March 31, 2005 exceeds 1.25 to 1.00;
(xi) April 1, 2005 to June 30, 2005 exceeds 1.25 to 1.00;
(xii) July 1, 2005 to September 30, 2005 exceeds 1.50 to 1.00;
(xiii) October 1, 2005 to December 31, 2005 exceeds 1.50 to 1.00;
(xiv) January 1, 2006 and thereafter exceeds 1.80 to 1.00.
(f) Fixed Charge Coverage Ratio. It will ensure that the Fixed Charge
Coverage Ratio at any time from
(i) October 1, 2004 to December 31, 2004 exceeds 0.45 to 1.00;
(ii) January 1, 2005 to March 31, 2005 exceeds 0.50 to 1.00;
(iii) April 1, 2005 to June 30, 2005 exceeds 0.75 to 1.00;
(iv) July 1, 2005 to September 30, 2005 exceeds 0.75 to 1.00;
8
(v) October 1, 2005 to December 31, 2005 exceeds 0.75 to 1.00;
(vi) January 1, 2006 to March 31, 2006 exceeds 1.40 to 1.00;
(vii) April 1, 2006 to June 30, 2006 exceeds 1.50 to 1.00;
(viii) July 1, 2006 to September 30, 2006 exceeds 1.50 to 1.00;
(ix) October 1, 2006 to December 31, 2006 exceeds 1.75 to 1.00;
(x) January 1, 2007 to March 31, 2007 exceeds 1.75 to 1.00;
(xi) April 1, 2007 and thereafter exceeds 2.00 to 1.00.
16. ONGOING FINANCIAL COVENANTS.
16.1 REVENUES. Subsections 5.05(a)(v) through 5.05(a)(xv) inclusively are
hereby amended to the following:
(v) for the four financial quarters ending December 31, 2001 to be
less than Cdn. $210,000,000;
(vi) for the four financial quarters ending March 31, 2002 to be less
than Cdn. $235,000,000;
(vii) for the four financial quarters ending June 30, 2002 to be less
than Cdn. $260,000,000;
(viii) for the four financial quarters ending September 30, 2002 to be
less than Cdn. $300,000,000;
(ix) for the four financial quarters ending December 31, 2002 to be
less than Cdn. $335,000,000;
(x) for the four financial quarters ending March 31, 2003 to be less
than Cdn. $380,000,000;
(xi) for the four financial quarters ending June 30, 2003 to be less
than Cdn. $420,000,000;
(xii) for the four financial quarters ending September 30, 2003 to be
less than Cdn. $470,000,000;
(xiii) for its financial year ending September 30, 2004 to be less
than Cdn. $710,000,000;
(xiv) for its financial year ending September 30, 2005 to be less than
Cdn. $1,005,000,000; and
(xv) for its financial year ending September 30, 2006 and thereafter
to be less than Cdn. $1,320,000,000.
9
16.2 CAPITAL EXPENDITURES. Subsection 5.05(b) of the Credit Agreement is
hereby amended to the following:
(b) Capital Expenditures. It will not permit Capital Expenditures
during the Parent Guarantor's financial year ending
(i) September 30, 2000 to exceed $375,000,000;
(ii) September 30, 2001 to exceed Cdn. $690,000,000;
(iii) September 30, 2002 to exceed Cdn. $200,000,000;
(iv) September 30, 2003 to exceed Cdn. $180,000,000;
(v) September 30, 2004 to exceed Cdn. $160,000,000;
(vi) September 30, 2005 to exceed Cdn. $160,000,000;
(vii) September 30, 2006 to exceed Cdn. $160,000,000;
(viii) September 30, 2007 and thereafter to exceed Cdn. $240,000,000
per financial year;
provided that (A) to the extent that actual Capital Expenditures
during any financial year are less than the corresponding maximum
threshold amount set out above, an additional amount equal to the
difference (the "Unused Amount") may be spent on Capital Expenditures
during the first two quarters of the next following financial year
(provided that a maximum of Cdn. $75,000,000 of the Unused Amount from
the financial year ending September 30, 2001 may be spent on the
Capital Expenditures during the first two quarters of the financial
year ending September 30, 2002) and, to the extent that actual Capital
Expenditures during such two quarter period are less than the Unused
Amount, an additional amount equal to 50% of the difference may be
spent on Capital Expenditures during the remainder of such financial
year (excluding the financial year ending September 30, 2001), and
Capital Expenditures made during such financial year shall not be
counted as against the applicable maximum threshold amount set out
above until such additional amounts (if any) have been exceeded
(provided that any unused portions of such additional amounts may not
be carried forward pursuant to this proviso (A)), and (B) from
February 3, 2000 to the Maturity Date Capital Expenditures in any
financial year may exceed the applicable maximum threshold set out
above where (x) the Borrower has provided the Agent with a certificate
of a Senior Officer certifying that such excess Capital Expenditures
shall not reasonably be expected to create a Default or Event of
Default, and (y) the aggregate amount of all such excess Capital
Expenditures made from February 3, 2000 to the Maturity Date does not
exceed the Combined Cap less Cdn. $600,000,000;
16.3 EBITDA. Subsection 5.05(c) of the Credit Agreement is hereby amended
to the following:
(c) EBITDA. It will not permit EBITDA
10
(i) for its financial year ending September 30, 2000 to be less than
negative Cdn. $95,000,000;
(ii) for its financial year ending September 30, 2001 to be less than
negative Cdn $135,000,000;
(iii) for the four financial quarters ending December 31, 2001 to be
less than negative $88,000,000;
(iv) for the four financial quarters ending March 31, 2002 to be less
than negative $75,000,000;
(v) for the four financial quarters ending June 30, 2002 to be less
than negative $60,000,000;
(vi) for its financial year ending September 30, 2002 to be less than
negative Cdn. $25,000,000;
(vii) for its financial year ending September 30, 2003 to be less than
Cdn. $70,000,000;
(viii) for its financial year ending September 30, 2004 to be less
than Cdn. $210,000,000; and
(ix) for its financial year ending September 30, 2005 to be less than
Cdn. $370,000,000, or for any financial year thereafter to be
less than Cdn. $370,000,000.
17. NOTICE OF ASSIGNMENT TO BORROWER. Subsection 9.04(c) of the Credit Agreement
is hereby amended by inserting, immediately prior to the last sentence thereof,
the following:
The Agent shall, in the calendar month following the month in which the
assignment was recorded in the Register, notify the Borrower of the
identity of the assignee, and shall prepare and distribute to the Borrower
an amendment to Schedule 2.01 hereto reflecting the adjustment to the
applicable Commitments after such assignment.
18. CONFIRMATION. The parties hereby confirm the provisions of the Credit
Agreement as amended by this agreement and each of the Credit Parties hereby
confirms that each of the other Credit Documents remains in full force and
effect.
19. EFFECTIVE DATE. This agreement and the amendments to the Credit Agreement
contained in this agreement shall be effective upon execution of this agreement
by the Required Lenders, with effect as of and from the date of this agreement.
By its signature of this agreement, the Agent confirms that the Required Lenders
have executed this agreement.
20. CONFIRMATION OF REPRESENTATIONS: Each of the Borrower and the Guarantors
represents and warrants that, as at the date of this agreement and assuming that
the amendments made to the Credit Agreement by this amending agreement have
become effective, no Default or Event of Default has occurred and is continuing
and the representations and warranties contained in Article Three of the Credit
Agreement are true and correct.
11
21. HEADINGS. The section headings used herein are for convenience of reference
only, are not part of this agreement and shall not affect the construction of,
or be taken into consideration in interpreting this agreement.
22. GOVERNING LAW. This agreement shall be construed and interpreted in
accordance with and governed by the laws of the State of New York.
23. COUNTERPARTS. This agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.
24. SUCCESSORS AND ASSIGNS. This agreement shall enure to the benefit of and be
binding on the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be duly
executed by their respective authorized officers as of the date and year first
above written.
GT GROUP TELECOM SERVICES CORP.
Per:
----------------------------------------------
Steven Shoemaker
Chief Financial Officer
GT GROUP TELECOM INC.
Per:
----------------------------------------------
Steven Shoemaker
Executive Vice-President and
Chief Financial Officer
GT GROUP TELECOM SERVICES (USA) CORP.
Per:
----------------------------------------------
Robert M. Fabes
Senior Vice-President and General Counsel
LUCENT TECHNOLOGIES INC.
Per:
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12
RESTRUCTURED ASSET SECURITIES WITH ENHANCED RETURNS,
SERIES 2001-3-PT TRUST
Per:
----------------------------------------------
GOLDMAN SACHS CREDIT PARTNERS L.P.
Per:
----------------------------------------------
STEIN ROE & FARNHAM CLO I, LTD
Per:
----------------------------------------------
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
Per:
----------------------------------------------
LIBERTY-STEIN RAOE ADVISOR FLOATING RATE
ADVANTAGE FUND
Per:
----------------------------------------------
HIGH YIELD PORTFOLIO, A SERIES OF INCOME TRUST
Per:
----------------------------------------------
ARCHIMEDES FUNDING II, LTD
Per:
----------------------------------------------
ARCHIMEDES FUNDING III, LTD
Per:
----------------------------------------------
13
AXP VARIABLE PORTFOLIO-EXTRA INCOME FUND, A
SERIES OF AXP VARIABLE PORTFOLIO INCOME SERIES, INC.
Per:
----------------------------------------------
AXP VARIABLE PORTFOLIO-MANAGED FUND, A SERIES OF
AXP VARIABLE PORTFOLIO MANAGED SERIES, INC.
Per:
----------------------------------------------
CALHOUN CBO, LTD
Per:
----------------------------------------------
CEDAR CBO, LTD
Per:
----------------------------------------------
CENTENNIAL CBO, LTD
Per:
----------------------------------------------
CENTURION CDO I, LTD
Per:
----------------------------------------------
CENTURION CDO II, LTD
Per:
----------------------------------------------
ISLES CBO, LTD
Per:
----------------------------------------------
14
CLARION CBO, LTD.
Per:
----------------------------------------------
INCOME PORTFOLIO, A SERIES OF
IDS LIFE SERIES FUND, INC.
Per:
----------------------------------------------
MANAGED PORTFOLIO, A SERIES OF
IDS LIFE SERIES FUND, INC.
Per:
----------------------------------------------
TOTAL RETURN PORTFOLIO, A SERIES OF
GROWTH AND INCOME TRUST
Per:
----------------------------------------------
PAM CAPITAL FUNDING LP
Per:
----------------------------------------------
PAMCO CAYMAN LTD.
Per:
----------------------------------------------
ARES IV CLO LTD.
Per:
----------------------------------------------
ARES III CLO LTD
Per:
----------------------------------------------
15
CREDIT SUISSE FIRST BOSTON
Per:
----------------------------------------------
ELC (CAYMAN) LTD, 1999-III
Per:
----------------------------------------------
APEX(IDM) CDO I, LTD
Per:
----------------------------------------------
ELC (CAYMAN) LTD. 2000-I
Per:
----------------------------------------------
ELC (CAYMAN) LTD. 1999-II
Per:
----------------------------------------------
ADDISON CDO, LIMITED
Per:
----------------------------------------------
DELANO COMPANY
Per:
----------------------------------------------