Contract

Exhibit 99.1 FIFTH AMENDMENT FIFTH AMENDMENT, dated as of May 20, 2005 (this "Amendment"), to the Credit Agreement, dated as of June 6, 2002 (as amended pursuant to the First Amendment, dated as of December 10, 2002, the Second Amendment, dated as of May 12, 2003, the Third Amendment, dated as of March 29, 2004, and the Fourth Amendment, dated as of March 10, 2005, and as the same may be further amended (including pursuant to this Amendment), supplemented or otherwise modified from time to time, the "Credit Agreement"), among Roundy's Acquisition Corp., a Delaware corporation ("Holdings"), Roundy's, Inc., a Wisconsin corporation (the "Borrower"), the several banks, financial institutions and other entities from time to time parties thereto (the "Lenders"), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner (in such capacity, the "Lead Arranger"), Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the "Administrative Agent"), Canadian Imperial Bank of Commerce, as syndication agent (in such capacity, the "Syndication Agent"), and the institutions listed in the Credit Agreement as documentation agents (collectively, in such capacity, the "Documentation Agents"). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. W I T N E S S E T H : - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; WHEREAS, Holdings and the Borrower have requested certain amendments to the Credit Agreement as more fully set forth herein; and WHEREAS, the Lenders have agreed to such amendments but only on the terms and conditions contained in this Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Unless otherwise defined herein, ------------- terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendments to Section 1.1. (a) Section 1.1 of the ------------------------- Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order: "Fifth Amendment": the Fifth Amendment to this --------------- Agreement, dated as of May 20, 2005. "Fifth Amendment Effective Date": the "Fifth ------------------------------ Amendment Effective Date" under the Fifth Amendment. SECTION 3. Amendment to Section 3.1. Section 3.1 of the Credit ------------------------ Agreement is hereby amended by inserting a new paragraph (c) at the end thereof to read as follows: "(c) The Borrower may from time to time elect to increase the amount of the Total Revolving Commitments, provided that, (i) the aggregate amount of increases in the Total Revolving Commitments effected pursuant to this paragraph shall not exceed $25,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000 and (iii) no more than two increases may be effected pursuant to this paragraph after the Fifth Amendment Effective Date. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an "Increasing Lender"), or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an "Augmenting Lender"), that agree to increase their existing Revolving Commitments or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and (ii) the Borrower and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and its status as a Revolving Lender. Increases and new Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders and/or Augmenting Lenders, and the Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Total Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Increasing or Augmenting Lenders) documents consistent with those delivered on the Effective Date under paragraphs (h) and (i) of Section 6.1 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and related matters and such other documents that the Administrative Agent shall reasonably request in connection therewith (which may include amendments to the Security Documents necessary or advisable in the reasonable good faith judgment of the Administrative Agent in connection with such increase). On the effective date of any increase in the Total Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds and in Dollars for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Revolving Loans of all the Lenders to equal its Revolving Percentage of such outstanding Revolving Loans and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company in accordance with the requirements of Section 3.2). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.11 if the deemed payment occurs other than on the last day of the related Interest Periods. SECTION 4. Amendment to Section 8.6. Section 8.6 of the Credit ------------------------ Agreement is hereby amended by deleting the word "and" at the end of paragraph (f), by deleting the period at the end of paragraph (g) and substituting "; and" in lieu thereof and by adding the following new paragraph (h): "(h) the Borrower may pay a one-time cash dividend on its Capital Stock in an amount up to $85,000,000 on or prior to the date which is thirty calendar days after the Fifth Amendment Effective Date." SECTION 5. Amendment to Section 8.9. Section 8.9 of the Credit ------------------------ Agreement is hereby amended by adding the following language at the end of the first parenthetical therein: "and other than, so long as no Default or Event of Default shall have then occurred and be continuing or would result therefrom, the optional prepayment, repurchase or redemption of Senior Subordinated Notes for aggregate cash consideration not to exceed $50,000,000." SECTION 6. Conditions to Effectiveness. This Amendment shall --------------------------- become effective upon the date (the "Fifth Amendment Effective Date") on which ------------------------------ the Administrative Agent shall have received (i) this Amendment, executed and delivered by a duly authorized officer of each of Holdings, the Borrower and the Required Lenders and (ii) for the account of each Lender that executes and delivers this Amendment on or before May 19, 2005, an amendment fee equal to 0.05% of aggregate outstanding principal amount of such Lender's Term B-1 Loans and Revolving Commitments. SECTION 7. Representations and Warranties. The Borrower ------------------------------ represents and warrants to the Administrative Agent and the Lenders that as of the Fifth Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and the representations and warranties made by the Borrower in or pursuant to the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Fifth Amendment Effective Date as if made on such date (except to the extent that any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date). SECTION 8. Effect of Amendment. (a) This Amendment shall not ------------------- constitute an amendment or waiver of or consent to any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect in accordance with its terms. (b) On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 9. Costs and Expenses. The Borrower agrees to ------------------ reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. SECTION 10. Headings. The headings of this Amendment are for -------- purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 11. Counterparts. This Amendment may be executed by ------------ one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile), each of which when so executed and delivered shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument. SECTION 12. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND ------------- OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [The remainder of this page is intentionally left blank.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. ROUNDY'S, INC., as Borrower By: /s/ EDWARD G. KITZ ------------------------------------- Name: Edward G. Kitz Title: Group Vice President, Legal, Risk and Treasury, Corporate Secretary ROUNDY'S ACQUISITION CORP., as Holdings By: /s/ DARREN W. KARST -------------------------------------- Name: Darren W. Karst Title: Executive Vice President and Chief Financial Officer BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent By: /s/ BRAM SMITH ---------------------------------- Name: Bram Smith Title: Vice President BEAR STEARNS CORPORATE LENDING INC., By: /s/VICTOR BULZACCHELLI ---------------------------------- Name: Victor Bulzacchelli Title: Vice President ASSOCIATED BANK, N. A. -------------------------------------- Name of Financial Institution By: /s/ DANIEL HOLZHAUER ---------------------------------- Name: Daniel Holzhauer Title: AVP CIBC INC., AS LENDER -------------------------------------- Name of Financial Institution By: /s/ GEORGE KNIGHT ---------------------------------- Name: George Knight Title: Managing Director HARRIS TRUST & SAVINGS BANK -------------------------------------- Name of Financial Institution By: /s/ C. SCOTT PLACE ---------------------------------- Name: C. Scott Place Title: Director RZB FINANCE LLC -------------------------------------- Name of Financial Institution By: /s/ ASTRID WILKE ---------------------------------- Name: Astrid Wilke Title: Vice President By: /s/ DAN DOBRJANSKYJ ---------------------------------- Name: Dan Dobrjanskyj Title: Vice President U.S. BANK, N.A. -------------------------------------- Name of Financial Institution By: /s/ JEFFREY J. JANZA ---------------------------------- Name: Jeffrey J. Janza Title: Vice President JP MORGAN CHASE BANK, N.A. -------------------------------------- Name of Financial Institution By: /s/ DAVID GOODNO ---------------------------------- Name: David Goodno Title: Assistant Vice President COMERICA BANK -------------------------------------- By: /s/HEATHER A. WHITING ---------------------------------- Name: Heather A. Whiting Title: Account Officer M&I MARSHALL & ILSLEY BANK -------------------------------------- Name of Financial Institution By: /s/ ERIC L. THOMAS ---------------------------------- Name: Eric L. Thomas Title: Vice President By: /s/ ROBERT J. BUERGER ---------------------------------- Name: Robert J. Buerger Title: Vice President COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL" NEW YORK BRANCH -------------------------------------- Name of Financial Institution By: /s/ IVAN RODRIGUEZ ---------------------------------- Name: Ivan Rodriguez Title: Vice President By: /s/ BRETT DELFINO ---------------------------------- Name: Brett Delfino Title: Executive Director GRAYSTON CLO II 2004-1 LTD. By BEAR STEARNS ASSET MANAGEMENT, INC., AS ITS COLLATERAL MANAGER -------------------------------------- Name of Financial Institution By: /s/ JONATHAN BERG ---------------------------------- Name: Jonathan Berg Title: Associate Director GALLATIN FUNDING I LTD.. By BEAR STEARNS ASSET MANAGEMENT, INC., AS ITS COLLATERAL MANAGER -------------------------------------- Name of Financial Institution By: /s/ JONATHAN BERG ---------------------------------- Name: Jonathan Berg Title: Associate Director BRAYMOOR & CO. By BEAR STEARNS ASSET MANAGEMENT, INC., AS ITS ATTORNEY-IN-FACT ----------------------------------- Name of Financial Institution By: /s/ JONATHAN BERG ---------------------------------- Name: Jonathan Berg Title: Associate Director BEAR STEARNS LOAN TRUST By BEAR STEARNS ASSET MANAGEMENT, INC., AS ITS ATTORNEY-IN-FACT -------------------------------------- Name of Financial Institution By: /s/ JONATHAN BERG ---------------------------------- Name: Jonathan Berg Title: Associate Director GRAYSTON CLO II 2001-01 LTD. By BEAR STEARNS ASSET MANAGEMENT, INC., AS ITS COLLATERAL MANAGER -------------------------------------- Name of Financial Institution By: /s/ JONATHAN BERG ---------------------------------- Name: Jonathan Berg Title: Associate Director ARCHIMEDES FUNDING III, LTD. By ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER ------------------------------------- Name of Financial Institution By: /s/ CHERYL A WASILEWSKI ---------------------------------- Name: Cheryl A. Wasilewski Title: Director ARCHIMEDES FUNDING IV (CAYMAN), LTD. By ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER -------------------------------------- Name of Financial Institution By: /s/ CHERYL A WASILEWSKI ---------------------------------- Name: Cheryl A. Wasilewski Title: Director ING-ORYX CLO, LTD. By ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER -------------------------------------- Name of Financial Institution By: /s/ CHERYL A WASILEWSKI ---------------------------------- Name: Cheryl A. Wasilewski Title: Director NEMEAN CLO, LTD. By ING CAPITAL ADVISORS LLC, AS INVESTMENT MANAGER -------------------------------------- Name of Financial Institution By: /s/ CHERYL A WASILEWSKI ---------------------------------- Name: Cheryl A. Wasilewski Title: Director SEQUILS-ING I (HBDGM), LTD. By ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER -------------------------------------- Name of Financial Institution By: /s/ CHERYL A WASILEWSKI ---------------------------------- Name: Cheryl A. Wasilewski Title: Director HANOVER SQUARE CLO LTD. By Blackstone Debt Advisors L.P. as Collateral Manager -------------------------------------- Name of Financial Institution By: /s/ DEAN CRIARES ---------------------------------- Name: Dean Criares Title: Managing Director MONUMENT PARK CDO LTD. By Blackstone Debt Advisors L.P. as Collateral Manager ------------------------------------- Name of Financial Institution By: /s/ DEAN CRIARES --------------------------------- Name: Dean Criares Title: Managing Director LOAN FUNDING VI LLC, FOR ITSELF OR as Agent for Corporate Loan Funding VI LLC ------------------------------------- Name of Financial Institution By: /s/ DEAN CRIARES --------------------------------- Name: Dean Criares Title: Managing Director DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO I, LTD, OR AN AFFILIATE ------------------------------------- Name of Financial Institution By: /s/ JOHN P. THACKER --------------------------------- Name: John P. Thacker Title: Chief Credit Officer DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO II, LTD, OR AN AFFILIATE ------------------------------------- Name of Financial Institution By: /s/ JOHN P. THACKER --------------------------------- Name: John P. Thacker Title: Chief Credit Officer DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO III, LTD, OR AN AFFILIATE ------------------------------------- Name of Financial Institution By: /s/ JOHN P. THACKER --------------------------------- Name: John P. Thacker Title: Chief Credit Officer SENIOR DEBT PORTFOLIO By BOSTON MANAGEMENT AND RESEARCH INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR INCOME TRUST By EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By EATON VANCE MANAGEMENT INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD By EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President COSTANITINUS EATON VANCE CDO V, LTD By EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI, LTD By EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President GRAYSON & CO. By BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President BIG SKY SENIOR LOAN FUND, LTD. By EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE VT FLOATING-RATE INCOME FUND By EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President TOLLI & CO. By EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------- Name of Financial Institution By: /s/ MICHAEL B. BOTTHOF --------------------------------- Name: Michael B. Botthof Title: Vice President PUTNAM MASTER INTERMEDIATE INCOME TRUST ------------------------------------- Name of Financial Institution By: /s/BETH MAZOR --------------------------------- Name: Beth Mazor Title: V. P. PUTNAM PREMIUM INCOME TRUST ------------------------------------- Name of Financial Institution By: /s/BETH MAZOR --------------------------------- Name: Beth Mazor Title: V. P. PUTNAM DIVERSIFIED INCOME TRUST ------------------------------------- Name of Financial Institution By: /s/BETH MAZOR --------------------------------- Name: Beth Mazor Title: V. P. PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND ------------------------------------- Name of Financial Institution By: /s/BETH MAZOR --------------------------------- Name: Beth Mazor Title: V. P. STONE TOWER CDO II By: Stone Tower Debt Advisors As its Collateral Manager ------------------------------------- Name of Financial Institution By: /s/ W. ANTHONY EDSON --------------------------------- Name: W. Anthony Edson Title: Authorized Signatory NEW YORK LIFE INSURANCE COMPANY Name of Financial Institution By: /s/ ROBERT H. DIAL -------------------------------- Name: Robert H. Dial Title: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By New York Life Investment Management LLC, its Investment Manager ------------------------------------ Name of Financial Institution By: /s/ ROBERT H. DIAL -------------------------------- Name: Robert H. Dial Title: Managing Director ELF FUNDING TRUST III By New York Life Investment Management LLC, as Attorney-in-Fact ------------------------------------ Name of Financial Institution By: /s/ ROBERT H. DIAL -------------------------------- Name: Robert H. Dial Title: Managing Director NYLIM FLATIRON CLO 2003-1 LTD. By New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact ------------------------------------ Name of Financial Institution By: /s/ ROBERT H. DIAL -------------------------------- Name: Robert H. Dial Title: Managing Director NYLIM FLATIRON CLO 2004-1 LTD. By New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact ------------------------------------ Name of Financial Institution By: /s/ ROBERT H. DIAL -------------------------------- Name: Robert H. Dial Title: Managing Director ADDISON CDO, LIMITED By Pacific Investment Management Company LLC, as its Investment Advisor ------------------------------------ Name of Financial Institution By: /s/ MOHAN V. PHANSALKAR -------------------------------- Name: Mohan V. Phansalkar Title: Managing Director WRIGLEY CDO, LTD. By Pacific Investment Management Company LLC, as its Investment Advisor ------------------------------------ Name of Financial Institution By: /s/ MOHAN V. PHANSALKAR -------------------------------- Name: Mohan V. Phansalkar Title: Managing Director JISSEKIKUN FUNDING, LTD. By Pacific Investment Management Company LLC, as its Investment Advisor ------------------------------------ Name of Financial Institution By: /s/ MOHAN V. PHANSALKAR -------------------------------- Name: Mohan V. Phansalkar Title: Managing Director WAVELAND - INGOTS, LTD. By Pacific Investment Management Company LLC, as its Investment Advisor ------------------------------------ Name of Financial Institution By: /s/ MOHAN V. PHANSALKAR -------------------------------- Name: Mohan V. Phansalkar Title: Managing Director LOAN FUNDING III, LLC By Pacific Investment Management Company LLC, as its Investment Advisor ------------------------------------ Name of Financial Institution By: /s/ MOHAN V. PHANSALKAR -------------------------------- Name: Mohan V. Phansalkar Title: Managing Director PIMCO FLOATING RATE INCOME FUND By Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO ------------------------------------ Name of Financial Institution By: /s/ MOHAN V. PHANSALKAR -------------------------------- Name: Mohan V. Phansalkar Title: Managing Director SEQUILS-MAGNUM, LTD. By Pacific Investment Management Company LLC, as its Investment Advisor ------------------------------------ Name of Financial Institution By: /s/ MOHAN V. PHANSALKAR -------------------------------- Name: Mohan V. Phansalkar Title: Managing Director AMMC CDO II, LIMITED By American Money Management Corp., as Collateral Manager ------------------------------------ Name of Financial Institution By: /s/ CHESTER M. ENG -------------------------------- Name: Chester M. Eng Title: Senior Vice President FARM CREDIT BANK OF TEXAS AS LENDER ------------------------------------ Name of Financial Institution By: /s/ LUIS M. H. REQUEJO -------------------------------- Name: Luis M.H. Requejo Title: Vice President Capital Markets LIGHT POINT CLO 2004-I, LTD. Premium Loan Trust I, Ltd. ------------------------------------ Name of Financial Institution By: /s/ TIMOTHY S. VAN KIRK -------------------------------- Name: Timothy S. Van Kirk Title: Managing Director NATEXIS BANQUES POPULAIRES ------------------------------------ Name of Financial Institution By: /s/ FRANK H. MADDEN, JR. -------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager By: /s/ KRISTEN E. BRAINARD -------------------------------- Name: Kristen E. Brainard Title: Assistant Vice President PPM SPYGLASS FUNDING TRUST ------------------------------------ Name of Financial Institution By: /s/ MEREDITH J. KOSLICK -------------------------------- Name: Meredith J. Koslick Title: Authorized Agent PPM SHADOW CREEK FUNDING LLC ------------------------------------ Name of Financial Institution By: /s/ MEREDITH J. KOSLICK -------------------------------- Name: Meredith J. Koslick Title: Assistant Vice President NATIONAL COOPERATIVE BANK ------------------------------------ Name of Financial Institution By: /s/ MICHAEL J. NOVAK -------------------------------- Name: Michael J. Novak Title: Vice President