Exhibit 4.28
Sixth Amendment to The Credit Agreement
This Sixth Amendment dated as of June 13, 2003 (this "Sixth
Amendment"), is entered into among Exide Technologies, a Delaware corporation
(the "Company"); Exide Delaware LLC, a Delaware limited liability company
("Exide LLC"); Exide Illinois, Inc., a Pennsylvania corporation ("Exide
Illinois"); RBD Liquidation, LLC, a Delaware limited liability company ("RBD";
together with the Company, Exide LLC and Exide Illinois, the "Borrowers"); GNB
Battery Technologies Japan, Inc., a Delaware corporation ("GNB"; and together
with the Borrowers, the "Domestic Guarantors"); the Lenders party hereto; and
Citicorp USA, Inc. ("CUSA"), as agent for the Lenders and the Issuers (in such
capacity, the "Administrative Agent") and as collateral monitoring agent (in
such capacity, the "Collateral Monitoring Agent"), and amends that certain
Secured Super-Priority Debtor in Possession Credit Agreement dated as of April
15, 2002 and amended by a First Amendment dated as of May 17, 2002, a Second
Amendment dated as of June 10, 2002, a Third Amendment and Waiver dated as of
December 18, 2002, a Fourth Amendment and Waiver dated as of March 31, 2003, and
a Fifth Amendment and Waiver dated as of April 11, 2003 (as amended hereby and
as the same may be further amended, supplemented or otherwise modified from time
to time, the "Credit Agreement") entered into among the Borrowers, the Domestic
Guarantors, the Lenders, the Issuers, and CUSA as Administrative Agent and
Collateral Monitoring Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company has requested that certain provisions of the
Credit Agreement be amended, all as more particularly set forth herein;
WHEREAS, pursuant to Section 13.1(a) (Amendments, Waivers, Etc.) of
the Credit Agreement, the consent of the Requisite Lenders is required to modify
certain portions of the Credit Agreement;
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
Section 1. Sixth Amendment to the Credit Agreement. The Credit Agreement
is, effective as of the Sixth Amendment Effective Date (as defined below),
hereby amended as follows:
(a) Article I of the Credit Agreement is amended by replacing
clause (k) in the definition of "Eligible Domestic Receivables" with the
following new clause (k):
(k) the Account Debtor on such Account is a Governmental
Authority, provided that such Account shall not be ineligible
pursuant to this clause (k) (i) until August 31, 2003 and (ii)
thereafter if (A) the respective Borrower has assigned its rights
to
payment of such Account to the Administrative Agent pursuant to
(x) in the case of a federal Governmental Authority, the
Assignment of Claims Act of 1940, as amended, (y) in the case of
any other Governmental Authority, applicable law, and (B) such
assignment under (x) or (y) herein, as the case may be, has been
accepted and acknowledged by the appropriate governmental
officers; or
(b) Article I of the Credit Agreement is amended by replacing the
definition of "Stage II Test Period" in its entirety with the following new
definition:
"Stage II Test Period" means the period commencing on April 1,
2003 and ending on the last day of the calendar month then last
ended (in each case, taken as one accounting period).
(c) Article I of the Credit Agreement is amended by adding the
following new definition in the appropriate alphabetical order therein:
"Sixth Amendment Effective Date" has the meaning set forth in the
Sixth Amendment dated as of June 13, 2003 among the Borrowers,
the Domestic Guarantors, the Lenders party thereto, and the
Administrative Agent.
(d) Article V of the Credit Agreement is amended by replacing
subsections (b) and (d) of Section 5.1, respectively, with the following new
subsections (b) and (d):
(b) The Company and its Domestic Subsidiaries shall have, for any
Stage II Test Period ending on the last day of a calendar month
set forth below, cumulative EBITDAR of not less than the
following:
------------------------------
Minimum
Month EBITDAR
------------------------------
April 2003 ($6,800,000)
------------------------------
May 2003 ($1,600,000)
------------------------------
June 2003 $ 4,000,000
------------------------------
July 2003 $ 10,800,000
------------------------------
August 2003 $ 20,100,000
------------------------------
September 2003 $ 28,100,000
------------------------------
October 2003 $ 38,200,000
------------------------------
November 2003 $ 42,900,000
------------------------------
December 2003 $ 52,100,000
------------------------------
January 2004 $ 55,300,000
------------------------------
February 2004 $ 59,300,000
------------------------------
2
(d) The Company and its Subsidiaries shall have, for any Stage II
Test Period ending on the last day of a calendar month set forth
below, cumulative EBITDAR of not less than the following:
------------------------------
Minimum
Month EBITDAR
------------------------------
April 2003 ($3,200,000)
------------------------------
May 2003 $ 9,600,000
------------------------------
June 2003 $ 22,200,000
------------------------------
July 2003 $ 36,400,000
------------------------------
August 2003 $ 51,300,000
------------------------------
September 2003 $ 72,100,000
------------------------------
October 2003 $ 98,100,000
------------------------------
November 2003 $118,100,000
------------------------------
December 2003 $136,800,000
------------------------------
January 2004 $152,300,000
------------------------------
February 2004 $164,600,000
------------------------------
(e) Section 5.2 of the Credit Agreement is deleted in its
entirety and replaced with the following new Section 5.2:
Section 5.2 Capital Expenditures
(a) The Company and its Domestic Subsidiaries shall not make or
incur, or permit to be made or incurred, Capital Expenditures
during (i) the twelve-month period ending on March 31, 2004 to
exceed $26,000,000 in the aggregate; and (ii) each fiscal quarter
in the fiscal year ended March 31, 2004, to exceed $9,000,000 in
the aggregate.
(b) The Company and its Subsidiaries, on a consolidated basis,
shall not make or incur, or permit to be made or incurred,
Capital Expenditures during (i) the twelve-month period ending on
March 31, 2004 to exceed $60,000,000 in the aggregate; and (ii)
each fiscal quarter in the fiscal year ended March 31, 2004, to
exceed $20,000,000 in the aggregate.
(f) Section 5.3 of the Credit Agreement is deleted in its
entirety and replaced with the following new Section 5.3:
Section 5.3 Maximum Cash Restructuring Costs
The Company and its Subsidiaries shall not make or incur, or
permit to be made or incurred, cash Restructuring Costs during
the twelve-month period ending on March 31, 2004 to exceed
$67,000,000 in the aggregate; and (ii) each fiscal quarter in the
fiscal year ended March 31, 2004, to exceed $22,000,000 in the
aggregate.
3
(g) Section 8.12 of the Credit Agreement is deleted in its
entirety and replaced with the following new Section 8.12:
Section 8.12 Accounts
Such Borrower shall not, nor shall it permit any of its
Subsidiaries to, permit the aggregate amount of cash or Cash
Equivalents held in any deposit account, operating account and
any other account (other than the Escrow Account, the Eligible
Escrow Account, any Cash Collateral Account, any Blocked Account
or any Approved Deposit Account) (a) in respect of the Borrowers
and the Domestic Guarantors only, on the sixtieth day after the
Closing Date and thereafter, to exceed $1,000,000 in the
aggregate at any one time outstanding for all the Borrowers and
the Domestic Guarantors, and (b) in respect of the Foreign
Subsidiaries, commencing on July 1, 2003 to exceed $25,000,000 in
accounts located outside the United States for any period of five
(5) consecutive Business Days unless all Foreign Intercompany
Loans have been paid in full.
Section 2. Conditions Precedent to the Effectiveness of this Sixth
Amendment.
This Sixth Amendment shall become effective as of the date hereof on
the date (the "Sixth Amendment Effective Date") when the following conditions
precedent have been satisfied:
(i) Certain Documents. The Administrative Agent shall have
received on or before the Sixth Amendment Effective Date all of the
following, all of which shall be in form and substance satisfactory to the
Administrative Agent, in sufficient quantity and, as applicable, originally
executed for each of the Lenders:
(A) this Sixth Amendment executed by the Borrowers, the
Domestic Guarantors, a sufficient number of Lenders to constitute the
Requisite Lenders, and the Administrative Agent;
(B) a Fourth Amendment and Waiver to the Standstill
Agreement, dated as of the date hereof, executed by the Standstill Parties
signatory thereto, the Standstill Lenders and the Pre-Petition Agent; and
(C) such additional documentation as the Administrative
Agent or, if appropriate, the Requisite Lenders may reasonably require.
(ii) Representations and Warranties. Each of the representations
and warranties made by the Borrowers or the other Loan Parties in or
pursuant to the Credit Agreement, as amended by this Sixth Amendment, and
the other Loan
4
Documents to which the Borrowers or any of the other Loan Parties is a
party or by which the Borrowers or any of the Loan Parties is bound, shall
be true and correct in all material respects on and as of the Sixth
Amendment Effective Date (other than representations and warranties in any
such Loan Document expressly that are limited to a specific date).
(iii) Corporate and Other Proceedings. All corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Sixth Amendment shall
be satisfactory in all respects, including without limitation, form and
substance, to the Administrative Agent in its sole discretion.
(iv) No Events of Default. No Event of Default or Default shall
have occurred and be continuing on the Sixth Amendment Effective Date.
(v) Payment of Costs, Fees and Expenses. All costs, fees and
expenses due and owing under any Loan Documents or Fee Letters to the
Administrative Agent and the Lenders shall have been paid in full and legal
counsel, including all foreign legal counsel, to the Administrative Agent
shall have been paid all outstanding fees and expenses due and owing in
connection with the Credit Agreement, the other Loan Documents and this
Sixth Amendment.
Section 3. Representations and Warranties. Each Borrower and each Domestic
Guarantor hereby represents and warrants to the Lenders that (a) as of the date
hereof, and after giving effect to the amendments contained herein, no Event of
Default or Default under the Credit Agreement shall have occurred and be
continuing and (b) all of the representations and warranties of such Borrower
and such Domestic Guarantor contained in Article IV (Representations and
Warranties) of the Credit Agreement and in any other Loan Document are true and
correct as of the date of execution hereof in all material respects, as though
made on and as of such date (other than representations and warranties in any
such Loan Document expressly that are limited to a specific date).
Section 4. Sixth Amendment Fee. On the Sixth Amendment Effective Date, the
Company shall have paid, to each Requisite Lender that has executed and
delivered this Sixth Amendment prior to 5 p.m. (New York time) on June 12, 2003
(collectively the "Signing Lenders"), an amendment fee equal to such Requisite
Lender's pro rata share of $312,500 based on such Requisite Lender's outstanding
Commitments as of the Sixth Amendment Effective Date divided by the outstanding
Commitments of all Signing Lenders.
Section 5. Reference to and Effect on the Loan Documents.
(a) Upon the effectiveness of this Sixth Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import, and each reference in the other Loan Documents to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.
5
(b) Except as specifically amended hereby, all of the terms of
the Credit Agreement and all other Loan Documents, including any waivers granted
and any covenants imposed, shall remain unchanged and in full force and effect.
(c) The execution, delivery and effectiveness of this Sixth
Amendment shall not operate as a waiver of any right, power or remedy under the
Credit Agreement or any of the Loan Documents of any Lender, any Issuer, the
Administrative Agent, the Collateral Monitoring Agent, or the Swing Loan Lender
nor constitute a waiver of any provision of the Credit Agreement or any of the
Loan Documents.
Section 6. Fees, Costs and Expenses. The Borrowers and the Domestic
Guarantors agree to pay (i) on demand in accordance with the terms of Section
13.3 (Costs and Expenses) of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Sixth Amendment and all other Loan Documents entered into
in connection herewith, including the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto and (ii) each
Lender's fee referred to in Section 4 hereto.
Section 7. Execution in Counterparts. This Sixth Amendment may be executed
and delivered in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same original agreement.
Section 8. Affirmation of Guaranties. Each of the Domestic Guarantors
hereby consents to the terms of this Sixth Amendment in its capacity as a
guarantor under the Credit Agreement and agrees that the terms of this Sixth
Amendment shall not affect in any way its obligations and liabilities under its
Guaranty or any other Loan Document to which it is a party, all of which
obligations and liabilities shall remain in full force and effect and each of
which is hereby reaffirmed.
Section 9. Governing Law. This Sixth Amendment shall be interpreted, and
the rights and liabilities of the parties determined, in accordance with the
internal law of the State of New York.
[Signature Pages Follow]
6
IN WITNESS WHEREOF, this Sixth Amendment has been duly executed on the
date set forth above.
EXIDE TECHNOLOGIES, A DEBTOR AND A DEBTOR IN
POSSESSION
as a Borrower and a Domestic Guarantor
By: /s/ Illegible
-----------------------------------------
Name:
Title:
EXIDE DELAWARE LLC, A DEBTOR AND A DEBTOR IN
POSSESSION
as a Borrower and a Domestic Guarantor
By: /s/ Illegible
-----------------------------------------
Name:
Title:
EIXDE ILLINOIS, INC., A DEBTOR AND A
DEBTOR IN POSSESSION
as a Borrower and a Domestic Guarantor
By: /s/ Illegible
-----------------------------------------
Name:
Title:
RBD LIQUIDATION LLC, A DEBTOR AND
A DEBTOR IN POSSESSION
as a Borrower and a Domestic Guarantor
By: /s/ Illegible
-----------------------------------------
Name:
Title:
GNB BATTERY TECHNOLOGIES
JAPAN, INC., as a Domestic Guarantor
By:
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
RBD LIQUIDATION, LLC, A DEBTOR AND
A DEBTOR IN POSSESSION
as a Borrower and a Domestic Guarantor
By:
-----------------------------------------
Name:
Title:
GNB BATTERY TECHNOLOGIES
JAPAN, INC., as a Domestic Guarantor
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
Citicorp USA, Inc.,
as Administrative Agent, Swing Loan
Lender, Collateral Monitoring Agent,
and a Lender
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Citibank, N.A.,
as Issuer
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Other Lenders:
CIT GROUP BUSINESS CREDIT
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By:
-----------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-----------------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By:
-----------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-----------------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By: /s/ Xxxx X. XxXxxxxxx
-----------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-----------------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By:
-----------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-----------------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By:
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Other Lenders:
CIT GROUP BUSINESS CREDIT
By:
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By:
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director
BEAR XXXXXXX & CO., INC.
By:
-----------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Senior Managing Director
GE CAPITAL CFE, INC.
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
By:
-----------------------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
SPCP GROUP LLC
By: /s/ Illegible
-----------------------------------------
Name: Illegible
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By FIT II GP, LLC, its General Partner
By:
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
SPCP GROUP LLC
By:
-----------------------------------------
Name:
Title:
XXXXXXX SACHS CREDIT PARTNERS L.P.
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By FIT II GP, LLC, its General Partner
By:
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
SPCP GROUP LLC
By:
-----------------------------------------
Name:
Title:
XXXXXXX SACHS CREDIT PARTNERS L.P.
By:
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By FIT II GP, LLC, its General Partner
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By:
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
SPCP GROUP LLC
By:
-----------------------------------------
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signature
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By:
-------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
FOOTHILL INCOME TRUST II, L.P.
By FIT II GP, LLC, its General Partner
By:
-------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXXXX & CO
By: Boston Management and Research
as Investment Advisor
By:
-------------------------------------
Name: Xxxxx Xx. Page
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By:
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management, as
Investment Advisor
By: /s/ Xxxxx X. Page
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXXXX & CO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxx Xx. Page
-------------------------------------
Name: Xxxxx Xx. Page
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxx X. Page
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investement Advisor
By: /s/ Xxxxx X. Page
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By:
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By:
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By:
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By:
-------------------------------------
Name: Xxxxx X. Page
Title: Vice President
US BANK NATIONAL ASSOCIATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
CANADIAN IMPERIAL BANK OF COMMERCE
By:
-----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Authorized Signatory
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: General Manager
THE FOOTHILL GROUP, INC.
By: /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Title: EVP
