THIRD AMENDMENT THIS THIRD AMENDMENT, dated as of March 3, 1999 (this "Third Amendment"), among REGAL CINEMAS, INC., a Tennessee corporation (the "Borrower"), the various financial institutions identified on the signature pages hereto and party to the...
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EXHIBIT 10.4.3
THIRD AMENDMENT
THIS THIRD AMENDMENT, dated as of March 3, 1999 (this "Third
Amendment"), among REGAL CINEMAS, INC., a Tennessee corporation (the
"Borrower"), the various financial institutions identified on the signature
pages hereto and party to the Existing Credit Agreement (as defined below)
(collectively, the "Lenders"), THE BANK OF NOVA SCOTIA, as administrative agent
(in such capacity, the "Administrative Agent") for the financial institutions
party to the Existing Credit Agreement, NATIONSBANC XXXXXXXXXX SECURITIES LLC as
successor by merger to BANCAMERICA XXXXXXXXX XXXXXXXX, as syndication agent for
the financial institutions party to the Existing Credit Agreement, and THE CHASE
MANHATTAN BANK, as documentation agent for the financial institutions party to
the Existing Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents are parties to that
certain Credit Agreement, dated as of May 27, 1998 and amended as of August 26,
1998 and December 30, 1998 (the "Existing Credit Agreement"); and
WHEREAS, the Borrower, the Lenders and the Agents desire and are
willing, upon the terms and conditions hereinafter set forth, to amend the
Existing Credit Agreement with respect to the definition of "Applicable Margin";
and
NOW, THEREFORE, in consideration of the agreements herein contained,
and for other valuable consideration receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Third Amendment, including its
preamble and recitals, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):
"Amended Credit Agreement" means the Existing Credit Agreement
as amended by this Third Amendment.
"Borrower" is defined in the preamble.
"Effective Date" is defined in Subpart 4.1.
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"Existing Credit Agreement" is defined in the first recital.
"Lender" defined in the preamble.
"Third Amendment" is defined in the preamble.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Third Amendment, including its
preamble and recitals, have the meanings ascribed thereto in the Existing Credit
Agreement.
PART II
AMENDMENTS TO CREDIT AGREEMENT
SUBPART 2.1. Amendments to Section 1.1 (Defined Terms). Effective on
(and subject to the occurrence of) the Effective Date, the definition of the
term "Applicable Margin" set forth in Section 1.1 of the Existing Credit
Agreement is hereby amended to delete such definition in its entirety and
replace the same as follows:
"Applicable Margin" means
(a) relative to the unpaid principal amount of each Revolving
Loan, the applicable rate per annum set forth below under the column
entitled "Applicable Margin - Base Rate Revolving Loans" or, as the
case may be, "Applicable Margin - LIBO Rate Revolving Loans":
Applicable Margin
--------------------------------------
Total Base Rate LIBO Rate
Leverage Ratio Revolving Loans Revolving Loans
--------------------- --------------- ---------------
> $ 5.5:1 1.000% 2.250%
< 5.5:1 and $ 5.0:1 0.750% 2.000%
< 5.0:1 and $ 4.5:1 0.375% 1.625%
< 4.5:1 and $ 4.0:1 0.125% 1.375%
< 4.0:1 and $ 3.5:1 0.000% 1.125%
< 3.5:1 and $ 3.0:1 0.000% 0.875%
< 3.0:1 0.000% 0.625%;
provided, however, that with respect to any Revolving Loan bearing
interest at the LIBO Rate, the Applicable Margin shall, for the period
commencing on (and
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including) January 1, 1999 and continuing through (but excluding)
July 1, 1999, be 2.250%;
(b) relative to the unpaid principal amount of each Term A
Loan, the applicable rate per annum set forth below under the column
entitled "Applicable Margin - Base Rate Term A Loans" or, as the case
may be, "Applicable Margin - LIBO Rate Term A Loans":
Applicable Margin
---------------------------------
Total Base Rate LIBO Rate
Leverage Ratio Term A Loans Term A Loans
-------------- ------------ ------------
> 5.5:1 1.000% 2.250%
< 5.5:1 0.750% 2.000%
provided, however, that with respect to any Term A Loan bearing
interest at the LIBO Rate, the Applicable Margin shall, for the period
commencing on (and including) January 1, 1999 and continuing through
(but excluding) July 1, 1999, be 2.250%;
(c) relative to the unpaid principal amount of each Term B
Loan, the applicable rate per annum set forth below under the column
entitled "Applicable Margin - Base Rate Term B Loans" or, as the case
may be, "Applicable Margin - LIBO Rate Term B Loans":
Applicable Margin
---------------------------------
Total Base Rate LIBO Rate
Leverage Ratio Term B Loans Term B Loans
-------------- ------------ ------------
> 5.5:1 1.250% 2.500%
< 5.5:1 and 4.5:1 1.000% 2.250%
< 4.5:1 0.750% 2.000%;
(d) relative to the unpaid principal amount of each Term C
Loan, the applicable rate per annum set forth below under the column
entitled "Applicable
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Margin - Base Rate Term C Loans" or, as the case may be, "Applicable
Margin - LIBO Rate Term C Loans":
Applicable Margin
---------------------------------
Total Base Rate LIBO Rate
Leverage Ratio Term C Loans Term C Loans
-------------- ------------ ------------
> 5.5:1 1.500% 2.750%
< 5.5:1 and > 4.5:1 1.250% 2.500%
< 4.5:1 1.000% 2.250%; and
(e) relative to Additional Loans, a rate per annum agreed to
by the Borrower and the Lenders making such Additional Loans in
accordance with Section 2.8.
The Total Leverage Ratio used to compute the "Applicable Margin" for
all types of Loans as set forth in clauses (a) through (d) shall be the
Total Leverage Ratio set forth in the Current Compliance Certificate;
provided, however, that for any period prior to June 30, 1998 for which
the Borrower shall not have delivered a Compliance Certificate, the
Applicable Margin for each type and class of Loan shall be determined
by reference to the second to highest Total Leverage Ratio for each
applicable type and class of Loan.
PART III
REPRESENTATIONS AND WARRANTIES
SUBPART 3.1. Representations and Warranties. The Borrower hereby
represents and warrants that: (a) the execution, delivery and performance by it
of this Third Amendment are within its corporate powers, have been duly
authorized by all necessary corporate action, and (i) do not contravene its
Organizational Documents, (ii) do not contravene any material Applicable Law or
any Material Contractual Undertaking binding on or affecting it and (iii) do not
result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under the terms of any material Contractual
Undertaking to which the Borrower or any of the Restricted Subsidiaries is a
party or by which it or any of its property or assets is bound; (b) no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution
and delivery of this Third Amendment or for the performance of the Amended
Credit Agreement; and (c) this Third Amendment and the Amended Credit Agreement
constitute its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject, as to enforceability, to the effect of (i)
any applicable bankruptcy, insolvency, moratorium, reorganization or similar law
affecting creditors? rights generally and (ii) the effect of general principles
of equity.
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PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1 Effective Date and Conditions. This Third Amendment shall
be and become effective as of March 3, 1999 (the "Effective Date"), provided
that each of the conditions set forth in Subparts 4.1.1 through 4.1.2 shall have
been fulfilled to the satisfaction of the Agents:
SUBPART 4.1.1. Executed Third Amendment. The Administrative Agent shall
have received one or more counterparts of this Third Amendment duly executed and
delivered by (x) an Authorized Officer of the Borrower and each Agent and (y)
Lenders comprising the Required Lenders.
SUBPART 4.1.2. Compliance with Warranties, etc. The representations and
warranties set forth in this Third Amendment shall be true and correct in all
material respects as of the Effective Date. The Administrative Agent shall have
received a certificate dated the Effective Date from a Responsible Officer of
the Borrower to the foregoing effect.
SUBPART 4.2. Expiration. If the Effective Date shall not have occurred
on or prior to March 31, 1999, the agreements of the parties contained in this
Third Amendment shall terminate effective immediately on such date and without
any further action.
PART V
MISCELLANEOUS PROVISIONS
SUBPART 5.1. Cross-References. References in this Third Amendment to
any Subpart are, unless otherwise specified, to such Subpart of this Third
Amendment.
SUBPART 5.2. Loan Document Pursuant to Existing Credit Agreement. This
Third Amendment is a Loan Document executed pursuant to the Existing Credit
Agreement and shall be construed, administered and applied in accordance with
the provisions of the Existing Credit Agreement, including Article X thereof.
SUBPART 5.3. Successors and Assigns. This Third Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 5.4. Full Force and Effect. Except as expressly amended hereby,
all of the representations, warranties, terms, covenants, conditions and other
provisions of the Existing Credit Agreement and the other Loan Documents shall
remain unamended and shall continue to be, and shall remain, in full force and
effect in accordance with their respective terms. The amendments set forth
herein shall be limited precisely as provided for herein to
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the provisions expressly amended herein and shall not be deemed to be an
amendment to consent to or modification of any other term or provision of the
Existing Credit Agreement, any other Loan Document referred to therein or herein
or of any transaction or further or future action on the part of the Borrower
which would require the consent of the Lenders under the Existing Credit
Agreement or any of the Loan Documents.
SUBPART 5.5. Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
SUBPART 5.6. Payment of Fees and Expenses. The Borrower hereby agrees
to pay and reimburse the Administrative Agent for all its reasonable and
documented fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Third Amendment and related
documents, including all reasonable itemized fees and out of pocket expenses of
a single primary counsel to the Administrative Agent.
SUBPART 5.7. Execution in Counterparts. This Third Amendment may be
executed in any number of counterparts by the parties hereto, each of which
counterparts when so executed shall be an original, but all the counterparts
shall together constitute one and the same agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed by their respective officers hereunto duly authorized as of the
day and year first above written.
REGAL CINEMAS, INC.
By: /s/
----------------------------------------
Title: Vice President & Treasurer
Address: 0000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Vice President and Treasurer
with copies to:
Hicks, Muse, Xxxx & First Incorporated
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No.: 000-000-0000
Attention: Xxxxxxxx X. Xxxxxx, Xx. and
Xxxxxxx X. XxXxx
Kohlberg Kravis Xxxxxxx & Co., L.P.
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, X.X. 00000
Facsimile No.: 000-000-0000
Attention: Xxxxxxxxx Xxxxx, Xx.
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AGENTS:
THE BANK OF NOVA SCOTIA, as the
Administrative Agent
By: /s/
----------------------------------------
Title: Senior Relationship Manager
Address: Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxx and Xxxxxx Xxxxxxxx
NATIONSBANC XXXXXXXXXX SECURITIES
LLC, as the Syndication Agent
By: /s/
----------------------------------------
Title: Managing Director
Address: 000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx X'Xxxxx
THE CHASE MANHATTAN BANK, as the
Documentation Agent
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Title: Vice President
Address: 000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxx
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AG CAPITAL FUNDING PARTNERS, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., as
Investment Adviser
By:
----------------------------------------
Name:
Title:
10
ALLSTATE LIFE INSURANCE COMPANY
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
11
ATHENA CDO, LIMITED
By: Pacific Investment Management Company,
as its Investment Advisor
By:
--------------------------------------
Name:
Title:
00
XXXX XX XXXXXXX NATIONAL TRUST & SAVINGS
ASSOCIATION
By:
----------------------------------------
Name:
Title:
13
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
00
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
00
XXX XXXX XX XXXX XXXXXX
By: /s/
----------------------------------------
Name:
Title:
16
BANK OF TOKYO MITSUBISHI TRUST
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
17
BAYERISCHE VEREINSBANK
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
18
CERES FINANCE LTD.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
19
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
20
CITICORP USA, INC.
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-in-Fact
21
CITY NATIONAL BANK
By: /s/
----------------------------------------
Name:
Title:
22
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ W. Xxxxxxx Xxxxxx
----------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: First Vice President
23
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, as
its Investment Manager
By:
----------------------------------------
Name:
Title:
24
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
25
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
---------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
26
DELANO COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By:
----------------------------------------
Name:
Title:
27
DLJ CAPITAL FUNDING, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
28
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
29
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FIRST AMERICAN NATIONAL BANK
By: /s/ M. Xxxxx Xxxxxxx
----------------------------------------
Name: M. Xxxxx Xxxxxxx
Title: Vice President
30
FIRSTAR BANK, N.A.
By: /s/ Xxxx X. Xxx
----------------------------------------
Name: Xxxx X. Xxx
Title: Assistant Vice President
31
FIRST HAWAIIAN BANK
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
32
THE FIRST NATIONAL BANK OF CHICAGO
By:
----------------------------------------
Name:
Title:
33
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
34
FLEET NATIONAL BANK
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
35
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
36
THE FUJI BANK, LIMITED
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
37
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
---------------------------------------
Name:
Title:
38
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:
----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
39
HIBERNIA NATIONAL BANK
By:
----------------------------------------
Name:
Title:
40
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
By: /s/
------------------------------------
Name:
Title:
41
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
42
KZH CNC LLC
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH ING-3 LLC
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
43
KZH RIVERSIDE LLC
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Agent
KZH XXXXXXXX LLC
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Agent
KZH III LLC
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By:
----------------------------------------
Name:
Title:
KZH LANGDALE LLC
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
44
LLOYDS BANK PLC
By: /s/
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
45
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
----------------------------------------
Name:
Title:
46
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx XX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx XX
Title: Managing Director
47
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc., as
its Investment Manager
By:
----------------------------------------
Name:
Title:
48
XXXXXX GUARANTY TRUST
By:
----------------------------------------
Name:
Title:
49
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/ Xxxxxxx Xxxx
----------------------------------------
Name: Xxxxxxx Xxxx
Title: Principal
50
NATIONAL WESTMINSTER BANK PLC
By:
----------------------------------------
Name:
Title:
51
NATIONSBANK, N.A.
By:
----------------------------------------
Name:
Title:
52
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By:
----------------------------------------
Name:
Title:
53
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as Manager
By:
----------------------------------------
Name:
Title:
54
OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as Manager
By:
----------------------------------------
Name:
Title:
55
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ Payson X. Xxxxxxxxx
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
56
PINEHURST TRADING, INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
57
PNC BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
58
PPM AMERICA, INC., as attorney in fact,
on behalf of Xxxxxxx National Life
Insurance Company
By:
----------------------------------------
Name:
Title:
59
PROVIDENT BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
00
XXXXX XXXX XX XXXXXX
By: /s/ Xxxx X'Xxxxxx
----------------------------------------
Name: Xxxx X'Xxxxxx
Title: Manager
61
THE SAKURA BANK, LIMITED
By:
----------------------------------------
Name:
Title:
62
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By:
----------------------------------------
Name:
Title:
63
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
----------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
64
SOUTHERN PACIFIC BANK
By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
65
STB DELAWARE FUNDING TRUST I
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
66
XXXXX XXX & FARNHAM INCORPORATED, as
Agent for Keyport Life Insurance Company
By: /s/ Xxxxx X. Good
--------------------------------------
Name: Xxxxx X. Good
Title: Vice President & Portfolio
Manager
00
XXX XXXXXXXX XXXX, XXXXXXX, XXX XXXX BRANCH
By: /s/ Xxxxxx X. Tata
----------------------------------------
Name: Xxxxxx X. Tata
Title: Senior Vice President
68
SUNTRUST BANK EAST TENNESSEE, N.A.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
69
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
70
TRANSAMERICA LIFE INSURANCE AND ANNUITY
COMPANY
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
71
THE TRAVELERS INSURANCE COMPANY
By:
----------------------------------------
Name:
Title:
72
XXX XXXXXX PRIME RATE INCOME TRUST
By:
----------------------------------------
Name:
Title:
73
XXX XXXXXX SENIOR INCOME TRUST
By:
----------------------------------------
Name:
Title:
74
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
