Exhibit 10
AMENDMENT NO. 1 dated as of March 16, 2001 (this "Amendment"), to the
Amended and Restated Credit Agreement dated as of March 29, 2000 (the "Credit
Agreement"), among Hanger Orthopedic Group, Inc. (the "Borrower"), the lenders
party thereto (the "Lenders"), The Chase Manhattan Bank, as administrative agent
(in such capacity, the "Administrative Agent"), collateral agent (in such
capacity, the "Collateral Agent") and issuing bank (in such capacity, the
"Issuing Bank"), Bankers Trust Company, as syndication agent (in such capacity,
the "Syndication Agent"), and BNP Paribas, formerly known as Paribas, as
documentation agent (in such capacity, the "Documentation Agent").
A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have
extended and agreed to extend credit to the Borrower on the terms and subject to
the conditions set forth therein.
B. The Borrower has requested that certain provisions of the Credit
Agreement be amended as set forth herein.
C. The Required Lenders and the Required Term Lenders (as defined below)
are willing so to amend the Credit Agreement on the terms and subject to the
conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement. As used herein, "Required
Term Lenders" shall mean Lenders holding more than 50% of the aggregate
outstanding principal amount of each of the Tranche A Term Loans and the Tranche
B Term Loans.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Section 1.01 of the Credit Agreement. Section 1.01
of the Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Rate" is hereby amended and restated in
its entirety to read as follows:
"Applicable Rate" means (a) with respect to any Loan, for each day on which
the Senior Leverage Ratio exceeds 3.50 to 1.00, 0.25% per annum plus (b) for any
day (i) with respect to any Tranche B Term Loan, (A) 3.25% per annum, in the
case of an ABR Loan, or (B) 4.25% per annum, in the case of a Eurodollar Loan,
and (ii) with respect to any Revolving Loan or Tranche A Term Loan or with
respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "ABR Spread",
"Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon the
Leverage Ratio as of the most recent determination date:
=====================================================================
ABR Eurodollar Commitment
Leverage Ratio: Spread Spread Fee Rate
---------------------------------------------------------------------
Category 1
Greater than or equal to 2.25% 3.25% 0.50%
4.00 to 1.00
---------------------------------------------------------------------
Category 2
Greater than or equal to 2.00% 3.00% 0.50%
3.50 to 1.00 but less than
4.00 to 1.00
---------------------------------------------------------------------
Category 3
Greater than or equal to 1.75% 2.75% 0.375%
3.00 to 1.00 but less than
3.50 to 1.00
---------------------------------------------------------------------
Category 4
Less than 3.00 to 1.00 1.50% 2.50% 0.375%
=====================================================================
For purposes of the foregoing, (i) the Leverage Ratio shall be determined
as of the end of each fiscal quarter of the Borrower's fiscal year based upon
the Borrower's consolidated financial statements delivered pursuant to Section
5.01(a) or (b) and
(ii) each change in the Applicable Rate resulting from a change in the Leverage
Ratio shall be effective during the period commencing on and including the date
of delivery to the Administrative Agent of such consolidated financial
statements indicating such change and ending on the date immediately preceding
the effective date of the next such change; provided that the Leverage Ratio
shall be deemed to be in Category 1 (a) at any time that an Event of Default has
occurred and is continuing or (b) at the option of the Administrative Agent or
at the request of the Required Lenders, if the Borrower fails to deliver the
consolidated financial statements required to be delivered by it pursuant to
Section 5.01(a) or (b), during the period from the expiration of the time for
delivery thereof until such consolidated financial statements are delivered.
(b) The definition of "Consolidated EBITDA" is hereby amended by:
(i) replacing the word "and" immediately prior to clause (v) of the
definition with a comma and adding a new clause (a)(vi) as set forth below,
provided, however, that this amendment shall be disregarded and shall have
no force and effect in determining the Applicable Rate under the Credit
Agreement:
and (vi) to the extent not included in clause (iv), the
following charges (A) for the fiscal year ended December 31,
2000: (aa) an amount up to $300,000 for severance costs;
(bb) an amount up to $1,088,000 for integration expenses,
(cc) an amount up to $1,388,000 for acquisition adjustments
and (dd) an amount up to $8,000,000 for general and
administrative expenses associated with reductions in
workforce; and (B) for the fiscal year ended December 31,
2001: (aa) an amount up to $6,000,000 for restructuring
fees; (bb) an amount up to $2,400,000 for termination and
severance costs and (cc) an amount up to $580,000 for
non-recurring restructuring implementation costs.
(c) A new definition of "Amendment No. 1" shall be added in the appropriate
alphabetical order and shall read as follows:
"Amendment No. 1" shall have the meaning set forth in
Section 6.05(i).
(d) A new definition of "Senior Leverage Ratio" shall be added in
appropriate alphabetical order and shall read as follows:
"Senior Leverage Ratio" means, on any date, the ratio
of (a) Total Senior Indebtedness as of such date to (b)
Consolidated EBITDA for the period of four consecutive
fiscal quarters of the Borrower ended on such date (or, if
such date is not the last day of a fiscal quarter, ended on
the last day of the fiscal quarter of the Borrower most
recently ended prior to such date).
(e) A new definition of "Total Senior Indebtedness" shall be added in
appropriate alphabetical order and shall read as follows:
"Total Senior Indebtedness" means, as of any date, (a)
Total Indebtedness as of such date minus (b) the portion of
Total Indebtedness as of such date represented by (i) the
Subordinated Notes and (ii) the Permitted Seller Notes to
the extent subordinated by their terms to the prior payment
of any interest on, principal of or other amount payable in
respect of the Obligations.
SECTION 2. Amendment of Section 2.01 of the Credit Agreement. Section 2.01
of the Credit Agreement is hereby amended by replacing the penultimate sentence
thereof with the following:
Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay
and reborrow Revolving Loans; provided, however, that the
sum of the Revolving Exposures shall not exceed $90,000,000
at any time when the Senior Leverage Ratio is equal to or
exceeds 4.50 to 1.00.
SECTION 3. Amendment of Section 2.10(b) of the Credit Agreement. Section
2.10(b) of the Credit Agreement is hereby amended and restated in its entirety
as follows:
(b) In the event and on such occasion that the sum of
the Revolving Exposures (i) exceeds the total Revolving
Commitments or (ii) exceeds, at any time when the Senior
Leverage Ratio is equal to or exceeds 4.50 to 1.00,
$90,000,000, the Borrower shall prepay Revolving Borrowings
(or, if no such Borrowings are outstanding, deposit cash
collateral in an account with the Administrative Agent
pursuant to Section 2.04(j)) in an aggregate amount equal to
such excess.
SECTION 4. Amendment of Section 2.10(c) of the Credit Agreement. Section
2.10(c) of the Credit Agreement is hereby amended by deleting the period at the
end thereof and adding a new proviso as follows:
; provided, further that, in the case of Net Proceeds
received by or on behalf of the Borrower or any Subsidiary
not to exceed $15,000,000 in the aggregate from all future
Prepayment Events described in clause (c) of the definition
of "Prepayment Event", the Borrower may, immediately after
such Net Proceeds are received, prepay Revolving Loans in an
amount up to the aggregate amount of such Net Proceeds
(which prepayment shall not permanently reduce the Revolving
Commitments hereunder unless the Borrower shall elect to
reduce such Commitments pursuant to Section 2.07(b)) .
SECTION 5. Deletion of Section 5.14 of the Credit Agreement. Section 5.14
of the Credit Agreement is hereby deleted.
SECTION 6. Amendment to Section 6.05(i) of the Credit Agreement. Section
6.05(i) of the Credit Agreement is hereby amended by deleting the period at the
end thereof and adding a proviso as follows:
; provided, further that no acquisitions contemplated under
this clause (i) shall be permitted during the period
following the effective date (other than those acquisitions
which shall be consummated prior to such effective date) of
Amendment No. 1 to this Agreement, which amendment shall be
dated as of March 16, 2001, and entered into among the
Borrower, the Administrative Agent and the Lenders party
thereto ("Amendment No. 1"), through December 31, 2001.
SECTION 7. Amendment to Section 6.12 of the Credit Agreement. Section 6.12
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
SECTION 6.12. Interest Expense Coverage Ratio. The
Borrower will not permit the ratio of (a) Consolidated
EBITDA to (b) Consolidated Cash Interest Expense, in each
case for any period of four consecutive fiscal quarters
ending during any period set forth below, commencing with
the period of four consecutive fiscal quarters ending on
December 31, 2000, to be less than the ratio set forth below
opposite such period:
Period Ratio
Quarter ending December 31, 2000 1.35 to 1.00
Quarter ending March 31, 2001 1.25 to 1.00
Quarter ending June 30, 2001 1.35 to 1.00
Quarter ending September 30, 2001 1.50 to 1.00
Quarter ending December 31, 2001 1.75 to 1.00
Quarter ending March 31, 2002 2.00 to 1.00
Quarter ending June 30, 2002 2.00 to 1.00
Quarter ending September 30, 2002 2.00 to 1.00
Quarter ending December 31, 2002 2.00 to 1.00
Thereafter 3.00 to 1.00
SECTION 8. Amendment of Section 6.13 of the Credit Agreement. Section 6.13
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
SECTION 6.13. Leverage Ratio. The Borrower will not
permit the Leverage Ratio as of any date to exceed the ratio
set forth below opposite such date (or, if such date is not
set forth below, the most recent of the dates set forth
below):
Period Ratio
December 31, 2000 7.00 to 1.00
March 31, 2001 7.25 to 1.00
June 30, 2001 7.00 to 1.00
September 30, 2001 6.50 to 1.00
December 31, 2001 5.75 to 1.00
March 31, 2002 5.25 to 1.00
June 30, 2002 4.75 to 1.00
September 30, 2002 4.50 to 1.00
December 31, 2002 4.00 to 1.00
Each fiscal quarter end thereafter 3.25 to 1.00
SECTION 9. Amendment to Section 6.14 of the Credit Agreement. Section 6.14
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
SECTION 6.14. Consolidated Adjusted EBITDA/ Interest
Coverage Ratio. The Borrower will not permit the ratio of
(a) Consolidated Adjusted EBITDA to (b) Consolidated Cash
Interest Expense, in each case for any period of four
consecutive fiscal quarters ending on any date during any
period set forth below, commencing with the period of four
consecutive fiscal quarters ending on December 31, 2000, to
be less than the ratio set forth below opposite such period:
Period Ratio
Fiscal year ending December 31, 2000 1.05 to 1.00
Quarter ending March 31, 2001 1.05 to 1.00
Quarter ending June 30, 2001 1.10 to 1.00
Quarter ending September 30, 2001 1.20 to 1.00
Quarter ending December 31, 2001 1.50 to 1.00
Quarter ending March 31, 2002 1.50 to 1.00
Quarter ending June 30, 2002 1.75 to 1.00
Quarter ending September 30, 2002 2.00 to 1.00
Quarter ending December 31, 2002 2.25 to 1.00
Thereafter 2.50 to 1.00
- SECTION 10. Amendment of Section 6.15 of the Credit Agreement. Section
6.15 of the Credit Agreement is hereby amended by deleting the figure
"$7,500,000" set forth below the caption "Base Amount" opposite the fiscal year
2002 and inserting in lieu thereof the figure "$12,000,000".
SECTION 11. Addition of New Section 6.16 to the Credit Agreement. A new
Section 6.16 shall be inserted after Section 6.15 of the Credit Agreement and
shall read as follows:
SECTION 6.16. Senior Leverage Ratio. The Borrower will
not permit the Senior Leverage Ratio as of any date to
exceed the ratio set forth below opposite such date (or, if
such date is not set forth below, the most recent of the
dates set forth below):
Period Ratio
March 31, 2001 4.75 to 1.00
June 30, 2001 4.75 to 1.00
September 30, 2001 4.50 to 1.00
December 31, 2001 3.75 to 1.00
March 31, 2002 3.50 to 1.00
June 30, 2002 3.25 to 1.00
September 30, 2002 3.00 to 1.00
December 31, 2002 3.00 to 1.00
Each fiscal quarter end thereafter 3.00 to 1.00
SECTION 12. Permitted Assets Sales. Notwithstanding anything to the
contrary contained in the Credit Agreement, as amended, including without
limitation Section 6.04 thereof, or any other Loan Document, the Borrower and/or
its Subsidiaries may sell its pre-fabrication (SOGI) business and
warehouse/distributions (SPS) business, so long as such sales are made for fair
value as determined by the Board of Directors of the Borrower and solely for
cash and so long as the Net Proceeds therefrom are applied in accordance with
Section 2.10.
SECTION 13. Amendment Fee. In consideration of the agreements of the
Lenders contained herein, the Borrower agrees to pay to the Administrative
Agent, for the account of each Lender that delivers an executed counterpart of
this Amendment prior to 12:00 noon, New York City time, on March 16, 2001, an
amendment fee (the "Amendment Fee") equal to 0.375% of the sum of (a) the
outstanding Term Loans of such Lender and (b) the Revolving Commitment (whether
used or unused) of such Lender; provided that the Borrower shall not be required
to pay the Amendment Fee unless this Amendment becomes effective as provided in
Section 15 hereof. The Amendment Fee shall be payable in immediately available
funds on the Amendment Effective Date (as defined below). Once paid, the
Amendment Fee shall not be refundable.
SECTION 14. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower represents and warrants to
each other party hereto that, after giving effect to this Amendment, (a) the
representations and warranties set forth in Article III of the Credit Agreement
are true and correct in all material respects on and as of the date hereof,
except to the extent such representations and warranties expressly relate to an
earlier date, and (b) no Default or Event of Default has occurred and is
continuing.
SECTION 15. Conditions to Effectiveness. This Amendment shall become
effective at such time (the "Amendment Effective Date") as (i) the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of the Borrower, the Required Lenders and the
Required Term Lenders, (ii) the Administrative Agent shall have received the
Amendment Fee and (iii) all reasonable fees, disbursements and other charges of
Cravath, Swaine & ▇▇▇▇▇, counsel to the Administrative Agent, and all other
reasonable out-of-pocket expenses incurred by the Administrative Agent in
connection with the Loan Documents or the transactions contemplated thereby, for
which invoices shall have been submitted to the Borrower on or prior to the date
hereof, shall have been paid. Without limiting the foregoing, the amendments set
forth herein that affect the interest rates under the Credit Agreement shall
apply to all Loans outstanding on or after the Amendment Effective Date from and
including the Amendment Effective Date.
SECTION 16. Effect of Amendment and Waiver. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights or remedies of the
Lenders, the Issuing Bank, the Collateral Agent, the Syndication Agent, the
Documentation Agent or the Administrative Agent under the Credit Agreement, as
amended by this Amendment, or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement, as amended by this
Amendment, or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle the Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement, as amended by this
Amendment, or any other Loan Document in similar or different circumstances.
This Amendment shall apply and be effective only with respect to the provisions
of the Credit Agreement set forth herein. After the date hereof, any reference
to the Credit Agreement shall mean the Credit Agreement as modified hereby. This
Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.
SECTION 17. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which together shall constitute a single instrument. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart hereof.
SECTION 18. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 19. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
HANGER ORTHOPEDIC GROUP, INC.,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Interim C.F.O
THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent, Lender, Issuing Bank and
Collateral Agent,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY, individually
and as Syndication Agent,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BNP PARIBAS,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Director, Merchant
Banking Group
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
REGIMENT CAPITAL, LTD.,
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to
delegated authority
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ FINANCIAL, INC.,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
PINEHURST TRADING, INC.,
by /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
COMERICA BANK,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
SCOTIABANC INC.,
by /s/ ▇.▇. ▇▇▇▇▇
---------------------------------
Name: ▇.▇. ▇▇▇▇▇
Title: Managing Director
ABN AMRO BANK, N.V.,
by /s/ Juliette Mound
---------------------------------
Name: Juliette Mound
Title: Vice President
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
FIRST DOMINION FUNDING III,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
ALLSTATE INSURANCE COMPANY,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
by /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
by /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
FLEET NATIONAL BANK,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
ELC (CAYMAN) LTD. 2000-1,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
APEX (IDM) CDO I, LTD.,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
ELC (CAYMAN) LTD. CDO SERIES 1999-1,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇▇▇ CLO LTD.,
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Collateral Manager
by /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
NATIONAL BANK OF CANADA,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
by /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
PROVIDENT BANK OF MARYLAND,
by /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
DEBT STRATEGIES FUND, INC.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
MASTER SERIES FLOATING RATE TRUST,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
FRANKLIN FLOATING RATE TRUST,
by /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
KZH SOLEIL-2 LLC,
by /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
GALAXY CLO 1999-1 LTD.,
by: SAI Investment Adviser, Inc.
its Collateral Manager
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
SANKATY ADVISORS, INC. as Collateral
Manager for GREAT POINT CLO 1999-1
LTD., as Term Lender,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
KZH CRESCENT-2 LLC,
by /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
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
CYPRESSTREE SENIOR FLOATING RATE
FUND,
By: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Principal
NORTH AMERICAN SENIOR FLOATING RATE
FUND,
By: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Principal
FLEET NATIONAL BANK Formerly Known
As Summit Bank,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
SEQUILS I, LTD.,
By: TCW Advisors, Inc. as its
Collateral Manager
by /s/ ▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Managing Director
by /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Assistant Vice President
NORTHWOODS CAPITAL, LIMITED,
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P. as
Collateral Manager
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
NORTHWOODS CAPITAL II, LIMITED,
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P. as
Collateral Manager
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
UNITED OF OMAHA LIFE INSURANCE
COMPANY,
by /s/ ▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Managing Director
by /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO,
By: Boston Management and Research
as Investment Advisor
by /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
