FIFTH AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
This Fifth Amendment to Senior Secured Credit Agreement (this
"Amendment") is entered into as of June __, 2001, by and among The Titan
Corporation (the "Borrower"), the financial institutions party hereto (the
"Lenders"), Credit Suisse First Boston, as Lead Arranger and as Administrative
Agent for the Lenders (the "Administrative Agent"), First Union Securities,
Inc., as Co-Arranger and as Syndication Agent (the "Syndication Agent"), and the
Bank of Nova Scotia, as the Documentation Agent (the "Documentation Agent").
RECITALS
A. The Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent are parties to that certain Senior
Secured Credit Agreement dated as of February 23, 2000 (as amended to date, the
"Credit Agreement"). Capitalized terms used herein without definition have the
meanings ascribed to such terms in the Credit Agreement.
B. The Borrower, the Administrative Agent and the Required
Lenders have agreed to amend the Credit Agreement as follows.
AGREEMENT
Section 1. AMENDMENTS TO CREDIT AGREEMENT. (a) Section 1.1 of
the Credit Agreement is hereby amended by:
(i) inserting the following definitions in appropriate
alphabetical order:
""AFRIPA" means Titan Wireless Afripa Holding, Inc., a
Delaware corporation."
""AFRIPA GROUP" means Afripa and each Subsidiary directly or
indirectly owned by Afripa but not owned directly by Borrower or any
Subsidiary of Borrower other than Afripa or a Subsidiary of Afripa."
(ii) amending the definition of "EBITDA" by inserting the
words "(other than SureBeam Post IPO and Afripa)" after the words "U.S.
Subsidiaries" in each place they appear;
(iii) amending the definition of "Guarantor" by deleting the
words "(other than Titan Capital Trust and Titan Africa, Inc.)" and
replacing them with "(other than Titan Capital Trust, Titan Africa,
Inc. and Afripa)";
(iv) amending the definition of "Net Income" by inserting
the words "(other than SureBeam Post IPO and Afripa)" after the
words "U.S. Subsidiaries"; and
(v) amending the definition of "Net Worth" by inserting the
words "(other than SureBeam Post IPO and the Afripa Group)" after the
word "Subsidiaries" in the first place it appears.
(b) Section 7.7 of the Credit Agreement is hereby amended by deleting
the last paragraph thereof and replacing it with the following:
"Notwithstanding the foregoing, in no event shall (i) SureBeam
Post IPO, Cayenta Post IPO, Titan Capital Trust or Titan Africa, Inc.
be subject to the provisions of this SECTION 7.7 or be required to
grant any Liens in favor of the Administrative Agent on behalf of the
Secured Parties, (ii) the Borrower be required to grant any Lien on any
Capital Stock of Titan Capital Trust or (iii) Afripa be required to
execute a supplement to the Subsidiary Guaranty, the Subsidiary
Security Agreement or the Subsidiary Pledge Agreement or grant any Lien
on any Capital Stock of any of its Foreign Subsidiaries."
(c) Section 8.2 of the Credit Agreement is hereby amended by deleting
the period at the end of such section and replacing it with the following:
"; and PROVIDED, FURTHER, that, notwithstanding any provision of this
Section 8.2, neither the Borrower nor any of its Restricted
Subsidiaries may incur any Indebtedness (including, without limitation,
Contingent Liabilities) otherwise permitted hereunder with respect to
any member of the Afripa Group or which will be utilized, directly or
indirectly, to fund or support in any respect any obligation or
commitment of or with respect to any member of the Afripa Group."
2
(d) Section 8.4(a) of the Credit Agreement is hereby amended by
deleting such provision in its entirety and inserting the following in
replacement therefor:
"(a) TOTAL DEBT TO EBITDA RATIO. The Borrower will not permit
the Total Debt to EBITDA Ratio as of the last day of any Fiscal Quarter
to be greater than the ratio set forth opposite such date:
Date Total Debt to EBITDA Ratio
--------------------------------------------------------------------------------------------
Closing Date and First Fiscal Quarter of
Fiscal Year 2000 3.50:1.00
Second Fiscal Quarter of Fiscal Year 2000 3.50:1.00
Third Fiscal Quarter of Fiscal Year 2000 3.50:1.00
Fourth Fiscal Quarter of Fiscal Year 2000 3.50:1.00
--------------------------------------------------------------------------------------------
First Fiscal Quarter of Fiscal Year 2001 3.25:1.00
Second Fiscal Quarter of Fiscal Year 2001 3.75:1.00
Third Fiscal Quarter of Fiscal Year 2001 3.75:1.00
Fourth Fiscal Quarter of Fiscal Year 2001 3.50:1.00
--------------------------------------------------------------------------------------------
First Fiscal Quarter of Fiscal Year 2002 3.25:1.00
Second Fiscal Quarter of Fiscal Year 2002 3.25:1.00
Third Fiscal Quarter of Fiscal Year 2002 3.25:1.00
Fourth Fiscal Quarter of Fiscal Year 2002 3.25:1.00
--------------------------------------------------------------------------------------------
First Fiscal Quarter of Fiscal Year 2003
and each Fiscal Quarter thereafter 2.50:1.00
(e) Section 8.4(b)(ii) of the Credit Agreement is hereby amended by
deleting the following language at the end of such provision:
"PLUS (aa) the product of 80% TIMES the net increase to the Borrower's
shareholders' equity resulting from the initial public offering of
SureBeam after the Closing Date, MINUS (bb) the net decrease to the
Borrower's shareholders' equity resulting from the deferred
compensation charge related to the employee, director, officer and
consultant stock options of SureBeam."
(f) Section 8.4(e) of the Credit Agreement is hereby amended by adding
the following sentence at the end of such provision:
3
"Any calculation to determine compliance with CLAUSES (a), (b), (c) or
(d) of this SECTION 8.4 for any period which includes the date of the
initial public offering of SureBeam shall be on a PRO FORMA basis and
calculated on the assumption that the initial public offering of
SureBeam was consummated on the first day of the relevant period."
(g) Section 8.5(j) of the Credit Agreement is hereby amended by
deleting such provision in its entirety and inserting the following in
replacement therefor:
"(j) after the Closing Date, Investments in the Afripa Group
and non-U.S. Persons in an amount not to exceed $50,000,000 in the
aggregate from the Closing Date through the remaining term of this
Agreement; and"
(h) Section 8.5(k) of the Credit Agreement is hereby amended by adding
the following proviso after the semi-colon at the end of such provision:
"PROVIDED, that no Investments pursuant to this clause (k) may be made,
directly or indirectly, by the Borrower or any of its Restricted
Subsidiaries in (x) any member of the Afripa Group, (y) any Person that
is not a Restricted Subsidiary which owns an Investment, directly or
indirectly (whether through other Persons or otherwise), in any member
of the Afripa Group or (z) any Person that any member of the Afripa
Group owns an Investment in;"
(i) Section 8.15 of the Credit Agreement is hereby amended by inserting
the words "(other than any Foreign Subsidiary which is a member of the Afripa
Group)" after the words "Foreign Subsidiaries" in the first place they appear.
Section 2. AMENDMENT EFFECTIVE DATE. This Amendment shall
become effective on the date on which all of the conditions set forth below have
been satisfied (or waived by the Required Lenders):
(1) The Administrative Agent shall have received counterparts of this
Amendment, executed by the Borrower and the Required Lenders.
(2) The Administrative Agent shall have received a certificate from an
Authorized Officer of the Borrower stating that immediately before and after
giving effect to this Amendment, no Default shall have occurred and be
continuing or
4
would result therefrom and that the representations and warranties set forth in
the Credit Agreement and in this Amendment are true and correct.
(3) The Borrower shall have paid to the Administrative Agent for the
account of each of the Lenders that consents to this Amendment an amount equal
to the aggregate principal amount of such Lender's Commitments under the Credit
Agreement, multiplied by 0.25%.
Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date of and after giving effect to this Amendment and on the effective date
of this Amendment, (a) the execution, delivery and performance of this Amendment
and any and all other documents executed and/or delivered in connection herewith
(x) have been authorized by all requisite corporate action on the part of the
Borrower and (y) will not violate the Borrower's articles of incorporation or
bylaws, (b) all representations and warranties set forth in the Credit Agreement
and in any other Loan Document are true and correct as if made again on and as
of such date (except those, if any, which by their terms specifically relate
only to a different date), (c) no Default or Event of Default has occurred and
is continuing, and (d) the Credit Agreement (as amended by this Amendment) and
all other Loan Documents are and remain legal, valid, binding and enforceable
obligations in accordance with the terms thereof.
Section 4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Amendment or any other Loan
Document shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by any of the Credit Agents or the
Lenders, or any closing, shall affect the representations and warranties or
the right of the Credit Agents and the Lenders to rely upon them.
Section 5. REFERENCE TO AGREEMENT. Each of the Loan
Documents, including the Credit Agreement, and any and all other agreements,
documents or instruments now or hereafter executed and/or delivered pursuant
to the terms hereof or pursuant to the terms of the Credit Agreement as
amended hereby, are hereby amended so that any reference in such Loan
Documents to the Credit Agreement, whether direct or indirect, shall mean a
reference to the Credit Agreement as amended hereby.
5
Section 6. COSTS AND EXPENSES. The Borrower shall pay on
demand all reasonable costs and expenses of the Administrative Agent (including
the reasonable fees, costs and expenses of counsel to the Administrative Agent)
incurred in connection with the preparation, execution and delivery of this
Amendment.
Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).
Section 8. EXECUTION. This Amendment may be executed in
counterparts, each of which shall be an original and all of which, collectively,
shall constitute one instrument.
Section 9. LIMITED EFFECT. This Amendment relates only to the
specific matters covered herein, shall not be considered to be a waiver of any
rights the Lenders may have under the Credit Agreement, and shall not be
considered to create a course of dealing or to otherwise obligate the Lenders to
execute any amendments or grant any waivers or consents under the same or
similar circumstances in the future.
6
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
THE TITAN CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: CFO
Fifth Amendment
ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR:
ACS Technologies Inc.
Advanced Communication Services, Inc.
Advanced Management Incorporated
Assist Cornerstone Technologies, Inc.
Atlantic Aerospace Electronics Corporation
AverStar, Inc.
Cayenta Operating Company
Cayenta, Inc.
Computer Based Systems, Inc.
DBA Systems, Inc.
Delfin Systems
Diversified Control Systems, Inc.
Eldyne, Inc.
Horizon Services Company, Inc.
Horizons Technology, Inc.
Integrated Control Systems, Inc.
Intermetrics International, Inc.
Intermetrics Securities, Inc.
▇.▇. Systems, Inc.
LinCom Corporation
LinCom Wireless, Inc.
Linkabit Wireless, Inc.
Mergeco, Inc.
MJR Associates, Inc.
Program Support Associates, Inc.
Pulse Engineering, Inc.
Pulse Sciences, Inc.
RF Microsystems, Inc.
SemCor, Inc.
SenCom, Inc.
System Resources Corporation
All By: /s/ ▇▇▇▇ ▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: CFO
Fifth Amendment
Titan Food Pasteurization Corp.
Titan Medical Sterilization Corp.
Titan Systems Corporation
Titan Unidyne Corporation
Titan Wireless, Inc.
Tomotherapeutics, Inc.
Validity Corporation
VisiCom Laboratories, Inc.
Microlithics Corporation
All By: /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: CFO
Fifth Amendment
LENDER:
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
Fifth Amendment
LENDER: Metropolitan Life Insurance Company
By: /s/ ▇▇▇▇▇ ▇. [ILLEGIBLE]
-----------------------------------
Name: ▇▇▇▇▇ ▇. [ILLEGIBLE]
Title: Director
Fifth Amendment
LENDER: Bank of Montreal
By: /s/ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇. ▇▇▇▇▇
Title: MD
Fifth Amendment
CYPRESSTREE INVESTMENT PARTNERS I, LTD
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: PRINCIPAL
CYPRESSTREE INVESTMENT PARTNERS II, LTD
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: PRINCIPAL
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company as
Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: PRINCIPAL
Fifth Amendment
LENDER:
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorized Signatory
Fifth Amendment
LENDER:
AMCO CDO Series 2000-A
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorized Signatory
Fifth Amendment
LENDER:
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Capital Management, LLC,
a Delaware limited liability company,
its authorized signatory
By: /s/ [ILLEGIBLE]
-----------------------------------
Its:
----------------------------------
By: /s/ [ILLEGIBLE]
-----------------------------------
Its:
----------------------------------
Fifth Amendment
LENDER:
CAPTIVA FINANCE LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
Fifth Amendment
LENDER: THE FUJI BANK, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Fifth Amendment
FRANKLIN CLO I, LTD
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
FRANKLIN FLOATING RATE
DAILY ACCESS FUND
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
FRANKLIN FLOATING RATE
MASTER SERIES
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
FRANKLIN FLOATING RATE
TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
FRANKLIN CLO II, LTD
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER:
HARBOURVIEW CDO II, LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: MANAGER
Fifth Amendment
LENDER:
▇▇▇▇▇▇▇▇▇▇▇ Senior Floating Rate Fund
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: A.V.P.
Fifth Amendment
LENDER:
▇▇▇▇▇ ▇▇▇ Floating Rate Limited
Liability Company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated,
as Advisor to the ▇▇▇▇▇ ▇▇▇ Floating Rate
Limited Liability Company
Fifth Amendment
LENDER:
Liberty-▇▇▇▇▇ ▇▇▇ Advisor Floating
Rate Advantage Fund, by ▇▇▇▇▇ ▇▇▇ &
Farnham Incorporated As Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President & Portfolio Manager
Fifth Amendment
LENDER:
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇ Ltd., by
▇▇▇▇▇ ▇▇▇ & Farnham Incorporated As
Portfolio Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President & Portfolio Manager
Fifth Amendment
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, SVP /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, VP
---------------------------- ------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President Vice President
Fifth Amendment
LENDER: The Bank of Nova Scotia
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
Fifth Amendment
LENDER: K2H CypressTree - I LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
Fifth Amendment
LENDER: K2H Shoshone LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
Fifth Amendment
LENDER: K2H Soleil LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
Fifth Amendment
LENDER: K2H Soleil - 2 LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
Fifth Amendment
LENDER: TRANSAMERICA BUSINESS CAPITAL
CORPORATION, AS SUCCESSOR
TO TRANSAMERICA BUSINESS
CREDIT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Fifth Amendment
KeyBank, N.A.:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER: MOUNTAIN CAPITAL CLO I, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: DIRECTOR
Fifth Amendment
LENDER: MOUNTAIN CAPITAL CLO II LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: DIRECTOR
Fifth Amendment
LENDER: CITADEL HILL 2000 LTD.
By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
AERIES FINANCIAL-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
DIVERSIFIED CREDIT PORTFOLIO LTD
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
Fifth Amendment
LENDER: IBM Credit Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager of Credit,
Commercial and
Specialty Financing
Fifth Amendment
LENDER: CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Fifth Amendment
LENDER: Citibank N.A. as Additional
Investment Manager for and on
behalf of Five Finance Corporation
By: /s/ M.A. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Alternative Investment Strategies
▇▇▇ ▇▇▇▇ ▇▇▇./▇▇▇ Fl/Zn./2
Ph: (▇▇▇) ▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇, VP
Title: Alternative Investment Strategies
▇▇▇ ▇▇▇▇ ▇▇▇./▇▇▇ Fl/Zn./2
Ph: (▇▇▇) ▇▇▇-▇▇▇▇
Fifth Amendment
LENDER: PILGRIM AMERICA [ILLEGIBLE]
INCOME INVESTMENTS INC. LTD.
By: ING Pilgrim Investments
as its investment manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
Fifth Amendment
PILGRIM CLO 1999-1 Ltd.
By: ING Pilgrim Investments
as its investment manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
Fifth Amendment
SEQUILS PILGRIM-1 Ltd.
By: ING Pilgrim Investments
as its investment manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
Fifth Amendment
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments
as its investment manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
Fifth Amendment
LENDER: SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. PAGE
-----------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Fifth Amendment
LENDER: ▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. PAGE
-----------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Fifth Amendment
LENDER: ▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR
LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. PAGE
-----------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Fifth Amendment
LENDER: OXFORD STRATEGIC INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. PAGE
-----------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Fifth Amendment
LENDER: ▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. PAGE
-----------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Fifth Amendment
LENDER: ▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. PAGE
-----------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Fifth Amendment
LENDER: ▇▇▇▇▇▇▇ & CO
By: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. PAGE
-----------------------------------
Name: ▇▇▇▇▇ ▇. PAGE
Title: VICE PRESIDENT
Fifth Amendment
LENDER: Galaxy CLO 1999-1, Ltd.
By: SAI Investment Adviser, Inc.
its Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED AGENT
Fifth Amendment
LENDER:
Thermopylae Funding Corp.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER:
SRF 2000 LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
Fifth Amendment
LENDER: ELT Ltd.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AUTHORIZED AGENT
Fifth Amendment
LENDER: Imperial Bank
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
Fifth Amendment
ERSTE BANK:
By: [ILLEGIBLE]
-----------------------------------
Name: [ILLEGIBLE]
Title: Vice President
Erste Bank New York Branch
By: [ILLEGIBLE]
-----------------------------------
Name: [ILLEGIBLE]
Title: Managing Director
Erste Bank New York Branch
Fifth Amendment
LENDER:
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Comerica Bank
Fifth Amendment
LENDER: ELC (Cayman) Ltd.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER: ELC (Cayman) Ltd.
CDO Series 1999-I
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER: ELC (Cayman) Ltd. 1999-II
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER: ELC (Cayman) Ltd. 1999-III
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER: APEX (IDM) CDO I, Ltd.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER: ▇▇▇▇▇ CLO Ltd. 2000-1
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Fifth Amendment
LENDER: First Union National Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
Fifth Amendment
