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Exhibit 10.27
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of February 14, 2000, by and among SpectraSite Communications,
Inc., a Delaware corporation (the "Borrower"), SpectraSite Holdings, Inc., a
Delaware corporation ("Holdco"), CIBC World Markets Corp. and Credit Suisse
First Boston, as arrangers (the "Arrangers"), Credit Suisse First Boston, as
syndication agent (the "Syndication Agent"), Canadian Imperial Bank of Commerce,
as administrative agent (the "Administrative Agent"), Canadian Imperial Bank of
Commerce, as collateral agent (the "Collateral Agent"), and the other Credit
Parties signatory hereto (the "Credit Parties").
W I T N E S S E T H:
WHEREAS, the Borrower, Holdco, the Arrangers, the Syndication
Agent, the Administrative Agent, the Collateral Agent and the Credit Parties are
parties to that certain Credit Agreement dated as of April 20, 1999, as amended
by that certain First Amendment to Credit Agreement dated as of August 23, 1999
and that certain Second Amendment to Credit Agreement dated as of December 22,
1999 (as the same may be further amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"); and
WHEREAS, the Borrower and Holdco have requested, and the
Arrangers, the Syndication Agent, the Administrative Agent, the Collateral Agent
and the Credit Parties have agreed, to amend the Credit Agreement as and to the
extent set forth herein;
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 hereby agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Credit Agreement, as amended hereby, except as
otherwise defined or limited herein, and further agree, subject to the
conditions precedent to this Amendment hereinafter set forth, as follows:
1. Amendment to Article 1.
(a)ab Article 1 of the Credit Agreement, Definitions, is hereby modified and
amended by adding the following new definitions to be placed in appropriate
alphabetical order:
"Additional Nextel Towers" shall mean those Towers
acquired in connection with the Nextel 2 Purchase Documents and
any additional Towers acquired from Nextel.
"`AirTouch' shall mean AirTouch Communications, Inc., a
Delaware corporation."
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"`AirTouch Acquisition' shall mean the Acquisition by
California Tower of certain Tower Assets from AirTouch in
conjunction with up to 550 Tower Sites pursuant to the terms and
conditions of the AirTouch Purchase Documents for an aggregate
purchase price not to exceed $198,000,000.
"`AirTouch Purchase Documents' shall mean those certain
documents set forth on Schedule 1.1 attached hereto and
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made a part hereof.
"`AirTouch Tenants' shall mean AirTouch and any of its
subsidiaries or controlled Affiliates.
"`California Tower' shall mean California Tower, Inc., a
Delaware corporation and a wholly owned Subsidiary of the
Borrower.
"`Nextel 2 Acquisition' shall mean the Acquisition by
Tower Sub of certain Tower Assets from Nextel in conjunction with
up to twenty-six (26) sites pursuant to the terms and conditions
of the Nextel 2 Purchase Documents.
"Nextel 2 Purchase Documents' shall mean the purchase
agreement and related documents pursuant to which Tower Sub
acquires certain Additional Nextel Towers from Nextel West Corp.,
a Delaware Corporation, Nextel of California, Inc., a Delaware
corporation, each d/b/a Nextel Communications, and Nextel
Communications, Inc., a Delaware corporation.
(b) Article 1 of the Credit Agreement, Definitions, is hereby further modified
and amended by deleting the existing definitions of "Future Nextel Towers,"
"Pre-Approved Transactions" and "Pre-Approved Transaction Documents" and by
substituting the following in lieu thereof:
"`Future Nextel Towers' shall mean (i) those Towers, the
construction of which is completed after the Agreement Date by or
for any of the Nextel Tenants, or to which any of the Nextel
Tenants otherwise acquires rights after the Agreement Date, which
are sold, transferred or assigned to Tower Sub pursuant to the
terms of the Master Site Commitment Agreement, and (ii) the
Additional Nextel Towers."
"`Pre-Approved Transactions' shall mean, collectively, the
Apex Acquisition, the DigiPH Acquisition, the UbiquiTel
Investment, the AirTouch Acquisition, the Nextel 2 Acquisition and
the Acquisitions described in Section 8.5(xiii) hereof.
"`Pre-Approved Transaction Documents' shall mean,
collectively, the Westower Merger Agreement, the NTA Investment
Documents, the Apex Acquisition Documents, DigiPH Purchase
Documents, the UbiquiTel Investment Documents, the AirTouch
Purchase Documents, the Nextel 2 Purchase Documents, the documents
relating to the acquisition of Additional Nextel Towers and the
documents relating to
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the Acquisitions described in Section 8.5(xiii) hereof
(including all schedules and exhibits thereto).
2. Amendment to Article 5. Section 5.1(h) of the Credit Agreement, Title to
Assets, is hereby modified and amended by deleting the last sentence therefrom
and by substituting the following in lieu thereof:
"Tower Sub does not own any material Assets other than Tower
Assets comprising the Nextel Collateral, Tower Space Lease
Agreements with Co-Locators on Towers comprising the Nextel
Collateral and the Additional Nextel Towers. California Tower does
not own any material Assets other than Tower Assets acquired
pursuant to the AirTouch Acquisition Documents and additional
Tower Assets acquired in accordance with Section 8.5(iii) of this
Agreement. Holdco does not own any material Assets other than (i)
the Capital Stock of the Borrower, (ii) the Capital Stock of any
shell Subsidiary formed by Holdco solely for the purpose of
consummating any Permitted Acquisition, and (iii) on the closing
date of any Permitted Acquisition, the Capital Stock of any target
company acquired in connection with such Permitted Acquisition
immediately prior to the contribution of such Capital Stock to the
Borrower."
3. Amendment to Section 8.2.
(a)ab Section 8.2 of the Credit Agreement, Investments, is hereby modified and
amended by adding "and California Tower" after the reference to Tower Sub in the
parenthetical in line 4 thereof, such that after giving effect thereto such
Section 8.2 shall begin as follows:
"Section 8.2 Investments. Neither Holdco nor the Borrower
shall, and the Borrower shall not permit any of its Subsidiaries
to, make any loan or advance, or make any Investment or otherwise
acquire any evidences of Funded Debt, Capital Stock or other
securities of any Person, except that the Borrower and its
Subsidiaries (other than Tower Sub and California Tower) may . ."
(b) Section 8.2 of the Credit Agreement, Investments, is hereby further
modified and amended by deleting existing clause (e) thereof and substituting
the following therefor:
"(e) make loans or advances to employees in the ordinary
course of business in an aggregate amount not to exceed $2,000,000
at any time outstanding;"
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4. Amendment to Section 8.5.
(a)ab Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby modified and amended by adding "and California
Tower" after the reference to Tower Sub in the parenthetical in line 1 of
subsection (ii) (A) thereof, such that after giving effect thereto, the text of
such Section 8.5(ii)(A) prior to the proviso therein shall read as follows:
"(A) a merger among Holdco, the Borrower or one or more
Subsidiaries (other than Tower Sub and California Tower) with or
into any other Person, or, subject to Section 8.5(vii) below, an
Acquisition permitted hereunder effected by a merger;"
(b) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by deleting
existing subsections (ii) (B) and (C) thereof and substituting the following
therefor:
"(B) a merger between or among two or more Subsidiaries
(other than Tower Sub and California Tower); and
(C) a liquidation or dissolution of one or more
Subsidiaries (other Tower Sub and California Tower) into its or
their parent entity (provided the Borrower or one of its
Subsidiaries (other than Tower Sub and California Tower) is such
parent entity);"
(c) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by deleting
existing subsection (iii) thereof and substituting the following therefor:
"(iii) subject to compliance with Sections 6.10, 6.16 and
8.5(vii) hereof, (A) Tower Sub may acquire the Future Nextel
Towers and the Additional Nextel Towers and (B) California Tower
may acquire additional Tower Assets from AirTouch with respect to
which an AirTouch Tenant is the anchor tenant;"
(d) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by deleting
existing subsection (v) thereof and substituting the following therefor:
"(v) the Borrower and its Subsidiaries (other than Tower
Sub and California Tower) may (A) make Investments as permitted
under Section 8.2(a) and (b) hereof, and (B) transfer Assets
amongst themselves;"
(e) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by deleting the
opening paragraph of existing subsection (vii) thereof and substituting the
following therefor:
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"(vii) subject to compliance with Section 6.10 and Section
6.16 hereof, the Borrower and its Subsidiaries (other than Tower
Sub and California Tower) may make Acquisitions, and Investments
(including the acquisition of Capital Stock or the equity
interests in persons engaged in businesses similar to the Tower
Operations) and form Subsidiaries with respect thereto, and Tower
Sub and California Tower may make acquisitions of the type
permitted under Section 8.5(iii) hereof, in each case subject to
the following conditions:"
(f) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by deleting
existing part (B) of subsection (vii) thereof and substituting the following
therefor:
"(B) the Purchase Price with respect any such
Acquisition or Investment shall be (I) payable solely in
common stock of Holdco, or (II) payable in cash so long as
(x) the cash portion of the Purchase Price with respect to
any single Acquisition or Investment (with respect to a
single transaction or a series of related transactions)
shall not exceed $50,000,000, and (y) the aggregate cash
portion of the Purchase Price for Acquisitions and
Investments consummated pursuant to this clause (vii)
(other than Tower Assets acquired pursuant to subsection
8.5(iii)) during the period from the Second Amendment Date
through the Tranche B Maturity Date, shall not exceed
$200,000,000;
(g) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by deleting
existing subsection (viii) thereof and substituting the following therefor:
"(viii) the Borrower and its Subsidiaries (other than
Tower Sub and California Tower) may acquire and construct Towers
and Tower Sites without an anchor tenant reasonably acceptable to
the Arrangers (with any Nextel Tenant or AirTouch Tenant being
deemed acceptable) under contract, so long as the aggregate
Investment for such Towers and Tower Sites is at all times less
than $10,000,000, provided, however, that if the Borrower or the
applicable Subsidiary shall enter into a binding contract with any
anchor tenant reasonably acceptable to the Arrangers (with any
Nextel Tenant or AirTouch Tenant being deemed acceptable) with
respect to any such Tower or Tower Site, the book value of the
Investment of the Borrower or the applicable Subsidiary in such
Tower or Tower Site shall be thereafter excluded from the
investments subject to the $10,000,000 limitation provided for
herein;"
(h) Section 8.5 of the Credit Agreement, Liquidation; Merger; Acquisition or
Disposition of Assets, is hereby further modified and amended by deleting
existing subsection (xii) thereof and substituting the following therefor:
"(xii) so long as no Default or Event of Default then
exists or would be caused thereby, subject to compliance with
Sections 6.10 and 6.16 hereof, the
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Borrower and its Subsidiaries (other than Tower Sub and
California Tower) may consummate each of the Pre-Approved
Transactions (other than the Nextel 2 Acquisition
and the transaction described in clause (xiii) below);"
5. Amendment to Section 8.6. Section 8.6 Limitation on Guaranties is hereby
amended by adding the words "and California Tower" to the parenthetical set
forth in item (d) thereof, such that after giving effect thereto, item (d) of
Section 8.6 shall read as follows:
"(d) a guaranty by Holdco, the Borrower or any of its
Subsidiaries (other than Tower Sub and California Tower) of the
performance obligations of the Borrower or any of its
Subsidiaries."
6. Amendment to Article 10. Section 10.1 of the Credit Agreement, Events of
Default (Senior Obligations), is hereby modified and amended by deleting the
world "or" after item (r) thereof, deleting the period after item (s) thereof
and inserting "; or" therefor, and adding the following new subsection (t)
thereafter:
"(t) (i) An event of default shall occur under the
Sublease (as defined in the Schedule of AirTouch Purchase
Documents appended to the Third Amendment to this Agreement)
entitling the sublessor thereunder to (x) terminate such Sublease
with respect to Material Towers, or (y) terminate the Sublease
with respect to all sites subject thereto, or (ii) an event of
default shall occur under the Master Tower Site Lease (as defined
in the schedule of AirTouch Purchase Documents attached to the
Third Amendment to this Agreement) entitling AirTouch to terminate
such Master Tower Site Lease with respect to Material Towers."
7. No Other Amendments. Except for the amendments set forth above, the text of
the Credit Agreement and the other Loan Documents shall remain unchanged and in
full force and effect, and the Arrangers, the Syndication Agent, the
Administrative Agent, the Collateral Agent and the Credit Parties hereby reserve
the right to require strict compliance with the terms of the Credit Agreement
and the other Loan Documents, including, without limitation, all terms
applicable to Subsidiaries of the Borrower, in the future.
8. Conditions Subsequent. As a condition subsequent to the amendments set
forth in this Amendment, the Borrower shall perform or cause to be performed the
following (the failure by the Borrower to so perform or cause to be performed
for any reason constituting an Event of Default under the Credit Agreement):
(a) Collateral. On each of the closing dates for the AirTouch
Acquisition, the Borrower shall execute and deliver, or as
applicable, cause its Subsidiaries to execute and deliver, to the
Collateral Agent all agreements, instruments and other items
required to be so delivered pursuant to Section 6.16 of the Credit
Agreement, including, without limitation, a collateral assignment
of the AirTouch Purchase Documents in favor of the Administrative
Agent.
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(b) Definitive Documentation. Promptly upon the closing of each
AirTouch Acquisition, the Borrower shall deliver to the Arrangers
a full set of copies of the documents executed in connection with
such Acquisition, which documents shall not differ materially from
the drafts thereof furnished to the Administrative Agent prior to
the Effective Date (as defined below).
9. Conditions to Effectiveness. This Amendment shall be effective as of the
date first written above (the "Effective Date") upon the following:
(a) the Administrative Agent's receipt of a counterpart
hereof duly executed by the Borrower and Holdco, and by the Majority Lenders;
(b) the Arrangers' receipt of, with respect to the
AirTouch Acquisition, updated Projections for the Borrower
demonstrating the Borrower's pro forma compliance with the
Financial Covenants after giving effect thereto; and
(c) the representations and warranties of Holdco and the
Borrower set forth in the Credit Agreement and this Amendment,
other than those that are expressly made as of a specific date,
are true and correct in all material respects with the same effect
as though such representations and warranties had been made on and
as of the Effective Date.
10. Representations and Warranties. Each of the Borrower and Holdco, for
itself and on behalf of each of its Subsidiaries, agrees, represents and
warrants in favor of the Arrangers, the Syndication Agent, the Administrative
Agent, the Collateral Agent and the Credit Parties that:
(a) This Amendment has been executed and delivered by duly authorized
representatives of the Borrower and Holdco, and the Credit
Agreement, as modified and amended by this Amendment, constitutes
a legal, valid and binding obligation of the Borrower and Holdco
and is enforceable against the Borrower and Holdco in accordance
with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and by the application of general
equitable principles;
(b) Before and after giving effect to this Amendment, no Default or
Event of Default with respect to the Borrower or Holdco has
occurred and is continuing;
(c) As of the date hereof and after giving effect to each of the
AirTouch Acquisition and the Nextel 2 Acquisition, (i) the
property of the Borrower, at a fair valuation on a going concern
basis, will exceed its debt; (ii) the capital of the Borrower will
not be unreasonably small to conduct its business; and (iii) the
Borrower will not have incurred debts, or have intended to incur
debts, beyond its ability to pay such debts as they mature;
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(d) No event contemplated in connection with either the AirTouch
Acquisition or the Nextel 2 Acquisition shall occur, which has not
been consented to or waived, the occurrence of which constitutes,
or with the passage of time or giving of notice or both would
constitute, a material default by Holdco, the Borrower or any of
their respective Subsidiaries under any material indenture,
agreement or other instrument, including, without limitation, the
material Necessary Authorizations and the Indentures, or any
judgment, decree or order, to which Holdco, the Borrower or any of
their respective Subsidiaries is a party or by which Holdco, the
Borrower or any of their respective Subsidiaries or any of their
respective properties may be bound or affected; and
(e) All of the representations and warranties of Holdco and the
Borrower contained in the Credit Agreement (other than
representations and warranties that relate solely to a specified
date) continue to be true and correct in all material respects as
of the date hereof as though made on and as of such date.
11. Counterparts. This Amendment may be executed in any number of separate
counterparts and by the different parties hereto on separate counterparts, each
of which shall be deemed an original and all of which, taken together, shall be
deemed to constitute one and the same instrument. In proving this Amendment in
any judicial proceedings, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement
is sought. Any signatures delivered by a party by facsimile transmission shall
be deemed an original signature hereto.
12. Law of Contract. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.
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SCHEDULE 1.1
The AirTouch Purchase Documents shall include the following documents, as
amended, and all schedules and exhibits thereto and documents executed in
connection therewith:
1. AGREEMENT TO SUBLEASE dated as of February 16, 2000 by and between
AirTouch Communications, Inc., a Delaware corporation, Los Angeles SMSA
Limited Partnership, a California limited partnership,
Oxnard-Ventura-Simi Limited Partnership, a California limited
partnership, as Sublessors, Holdco, and California Tower.
2. SUBLEASE dated as of ____________, 2000, between AirTouch
Communications, Inc., a Delaware corporation, The Other Parties Named
Therein as Sublessors, and California Tower, and for purposes of the
guaranty set forth in Section 26(e) thereof and the covenant set forth
in Section 26(h) thereof, Holdco (the "Sublease").
3. SITE DEVELOPMENT AND BUILD-TO-SUIT AGREEMENT dated as of __________,
2000 by and between AirTouch Communications, Inc., a Delaware
corporation, ("AirTouch") and California Tower for purposes of the
Guaranty set forth in Section 10.2(c) thereof, Holdco (the
"Build-To-Suit Agreement").
4. MASTER TOWER SITE LEASE AGREEMENT dated as of ____________, 2000, by
and between AirTouch Communications, Inc. and California Tower, and for
purposes of the guaranty set forth in Section 19.D. thereof Holdco (the
"Master Tower Site Lease").
5. SITE MARKETING AGREEMENT dated as of February 16, 2000, between (i)
AirTouch Communications, Inc. and the other entities listed under the
heading "Owner" on the signature pages thereto, and (ii) California
Tower, and (iii) solely for purpose of Section 24 thereof Holdco (the
"Site Marketing Agreement").
6. ESCROW AGREEMENT dated as of February 16, 2000, by and among Airtouch
Communications, Inc., a Delaware corporation, the entities other than
Air Touch which are listed under the heading "Sublessors" on the
signature pages thereto, California Tower and First Union National
Bank, as escrow agent (the "Escrow Agreement")
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THIRD AMENDMENT (SPECTRASITE COMMUNICATIONS, INC.)
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
BORROWER: SPECTRASITE COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Attest:
Name:
Title:
HOLDCO: SPECTRASITE HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
Attest:
Name:
Title:
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ADMINISTRATIVE CANADIAN IMPERIAL BANK OF
AGENT: COMMERCE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp. as Agent
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ARRANGERS: CIBC WORLD MARKETS CORP.
(f/k/a CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp.)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp. as Agent
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇ ▇'▇▇▇▇
-------------------------
Name: ▇▇▇▇ ▇'▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
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COLLATERAL AGENT: CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp. as Agent
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SYNDICATION AGENT: CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇ ▇'▇▇▇▇
-------------------------
Name: ▇▇▇▇ ▇'▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
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MANAGING AGENTS: BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Authorized Signatory
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By: /s/ ▇▇▇▇▇▇▇ D. Rainie
--------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By:
Name:
Title:
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CO-AGENT: CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
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LENDERS: CIBC INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp. as Agent
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CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇ ▇'▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇'▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
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BANK OF MONTREAL, CHICAGO BRANCH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Authorized Signatory
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FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By: /s/ ▇▇▇▇▇▇▇ D. Rainie
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
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DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
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TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
25
CREDIT LYONNAIS NEW YORK BRANCH
By: /s./ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: First Vice President
▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
28
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Director
CIBC World Markets Corp. as Agent
29
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇. ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
30
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment
Management Company, Inc., its
Managing Member
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
31
NORTHAMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment
Management Company, Inc.,
its Managing Member
By:
Name:
Title:
32
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance
Company as Portfolio Manager
By:
Name:
Title:
33
KZH CYPRESSTREE-1 LLC
By:
Name:
Title:
34
FREMONT INVESTMENT & LOAN
By:
Name:
Title:
35
▇▇▇▇▇▇ FINANCIAL, INC.
By:
Name:
Title:
36
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND, INC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
37
PPM AMERICA, INC., as attorney in fact, on behalf of
▇▇▇▇▇▇▇ National Life Insurance Company
By:
Name:
Title:
38
Fleet National Bank (f/k/a BankBoston, N.A.), as Trust
Administrator for LONGLANE MASTER TRUST IV
By:
Name:
Title:
39
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc.,
its Collateral Manager
By:
Name:
Title:
40
OXFORD STRATEGIC INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
41
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
42
▇.▇. ▇▇▇▇▇▇▇ MARKET VALUE FUND, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ Value GP, Ltd., its General Partner
By:
Name:
Title:
43
▇.▇. ▇▇▇▇▇▇▇ MEZZANINE FUND, L.P.
By: ▇▇▇▇▇▇▇ ▇▇, Ltd. - General Partner
----------------------------------
By:
Name:
Title:
44
BANK OF AMERICA, N.A.
By:
Name:
Title:
45
DEBT STRATEGIES FUND II, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
46
DEBT STRATEGIES FUND III, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
47
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By:
Name:
Title:
48
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By:
Name:
Title:
49
PROSPECT INTERNATIONAL DEBT
STRATEGY FUND
By:
Name:
Title:
50
CARAVELLE INVESTMENT FUND L.L.C.
By:
Name:
Title:
51
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
52
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND II, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
53
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME INCOME TRUST
By:
Name:
Title:
54
ELC "Cayman" Ltd. 1999-III
By:
Name:
Title:
55
SAWGRASS TRADING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
56
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
57
FIRST DOMINION FUNDING III
By:
Name:
Title:
