WAIVER, dated as of May 1, 2000, under the DEFERRAL AND FOREBEARANCE AGREEMENT (the "Agreement"), dated as of April 7, 2000, to --------- the Amended and Restated Credit Agreement, dated as of April 3, 1998 (as amended, supplemented or otherwise...
WAIVER, dated as of May 1, 2000, under the DEFERRAL AND
FOREBEARANCE AGREEMENT (the "Agreement"), dated as of April 7, 2000, to
---------
the Amended and Restated Credit Agreement, dated as of April 3, 1998
(as amended, supplemented or otherwise modified prior to the date
hereof, the "Credit Agreement"), among SAFETY-KLEEN SERVICES, INC.
----------------
(formerly known as LES, Inc.), a Delaware corporation (the "Company"),
-------
SAFETY-KLEEN LTD. (successor to Safety-Kleen (Canada) Ltd., which was
formerly known as ▇▇▇▇▇▇▇ Environmental Services (Canada) Ltd.), a
Canadian corporation and a wholly owned subsidiary of the Company
(together with the Company, the "Borrowers"), the several banks and
other financial institutions or entities from time to time parties
thereto (the "Lenders"), TORONTO DOMINION (TEXAS), INC., as general
-------
administrative agent (in such capacity, the "General Administrative
-----------------------
Agent"), THE TORONTO-DOMINION BANK, as Canadian administrative agent,
-----
TD SECURITIES (USA) INC., as advisor to the Borrowers and arranger of
the commitments described in the Credit Agreement, THE BANK OF NOVA
SCOTIA, BANK OF AMERICA (formerly known as Nationsbank, N.A.), BANK
ONE, N.A. (formerly known as The First National Bank of Chicago) and
WACHOVIA BANK, N.A., as managing agents, THE BANK OF NOVA SCOTIA and
BANK ONE, N.A. (formerly known as The First National Bank of Chicago),
as co-documentation agent, and BANK OF AMERICA (formerly known as
Nationsbank, N.A.), as syndication agent.
WITNESSETH:
----------
WHEREAS, under the Agreement, the Lenders agreed to defer payment
of interest that becomes due during the Deferral Period (as defined therein;
capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Agreement or the Credit Agreement, as the case may be)
and to forbear from exercising remedies in respect of such payments;
WHEREAS, under the Agreement, the Lenders' agreement to defer interest
and forbear from the exercise of remedies are subject to the occurrence of a
Termination Event;
WHEREAS, the payment of interest on Indebtedness during the Deferral
Period constitutes a Termination Event, subject to certain limited exceptions;
WHEREAS, the Company has advised the General Administrative Agent that
it intends to pay approximately $471,000 in interest on certain tax-exempt
bonds and has requested the Required Lenders to waive the Termination Event that
would occur upon the payment of such interest;
093110-0154-00421-A04U95EL-AMD
2
WHEREAS, the equired Lenders have agreed to such deferral upon the
terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in the Credit Agreement, the parties hereto hereby
agree as follows:
1. Waiver. Upon and subject to receipt by the General Administrative
------ Agent of counterparts of this Waiver from the Required
Lenders, the Termination Event occurring upon payment of approxi-
mately $471,000 interest on Indebtedness in the form of tax-exempt
bonds is hereby waived and rescinded, such waiver to be binding upon
the Administrative Agents and all Lenders.
2. Continuing Effects. Except as expressly waived or amended hereby,
------------------ each of the Agreement and the Credit Agreement
shall continue to be in full force and effect in accordance with its
terms.
3. No Waiver; Reservation of Rights. This Waiver Agreement does
---------- not constitute a waiver of any Defaults or Events
of Default in existence as of the date hereof, or which may occur
during the Deferral Period or a waiver of any other rights or
remedies of the Administrative Agents and the Lenders in respect of
other Defaults or Events of Default or any other obligations of the
Loan Parties. All such rights and remedies are fully reserved by
the Administrative Agents and the Lenders.
4. Expenses. The Company agrees to pay and reimburse the General
-------- Administrative Agent and the informal steering
committee of Lenders for all of their respective reasonable
out-of-pocket costs and expenses incurred in connection with the
negotiation, preparation, execution, and delivery of this Waiver,
including the reasonable fees and expenses of counsel and financial
advisors.
3
5. Counterparts. This Waiver may be executed on any number of separate
------------ counterparts and al of said counterparts taken
together shall be deemed to constitute one and the same instrument.
6. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND
------------- INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
SAFETY-KLEEN LTD. (successor to Safety-
Kleen Services (Canada) Ltd., which was
formerly known as ▇▇▇▇▇▇▇ Environmental
Services (Canada) Ltd.)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
4
TORONTO DOMINION (TEXAS), INC.,
as General Administrative Agent and Lender
By: /s/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
THE TORONTO DOMINION BANK
as Canadian General Administrative Agent
By: /s/ ▇. ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇
Title: Manager, Loan Syndications
TD SECURITIES (USA) inc. as Arranger
By:
------------------------------
Name:
Title:
THE TORONTO DOMINION BANK, as a
Lender
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇
Title: VP
THE BANK OF NOVA SCOTIA, as Managing
Agent, Co-Documentation Agent and Lender
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Director
5
BANK ONE, N.A. f/k/a The First National Bank
of Chicago, as Managing Agent,
Co-Documentation Agent and Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA (formerly known as
Nationsbank, N.A.), as Syndication Agent,
Managing Agent and Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
WACHOVIA BANK, N.A, as Managing Agent
and Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President
6
AERIES FINANCE-II LIMITED
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Managing
Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT,
L.P., as Manager on behalf of Alliance
Capital Funding, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT,
L.P., General Partner of
Alliance Capital Management, L.P.
By:
-------------------------
Name:
Title:
AMARA-I FINANCE LTD
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
7
AMARA-II FINANCE LTD
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
AMERICAN GENERAL ANNUITY
INSURANCE COMPANY (formerly Western
National Life Insurance Company)
By:
-------------------------
Name:
Title:
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P., a
General Partner
By: APPALOOSA PARTNERS INC., a General
Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
8
ARCHIMEDES FUNDING II, LTD.
By: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By:
---------------------------
Name:
Title:
ARCHIMEDES FUNDING III, LTD.
By: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By:
---------------------------
Name:
Title:
ARCHIMEDES FUNDING, LLC
By: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By:
---------------------------
Name:
Title:
9
ATHENA CDO, LIMITED
By: PACIFIC INVESTMENT MANAGEMENT,
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT,INC., a General
Partner
By:
---------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO INVESCO SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
BALANCED HIGH-YIELD FUND I LTD.
By: BHG (USA) Capital Corporation, as
Attorney-in-Fact
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
10
BALANCED HIGH-YIELD FUND II LTD.
By: BHF (USA) Capital Corporation, as
Attorney-in-Fact
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
BANCO ESPIRITO SANTO E COMERCIAL
DE LISBOA, NASSAU BRANCH
By: ---------------------------
Name:
Title:
By: ---------------------------
Name:
Title:
BANK OF HAWAII
By: ---------------------------
Name:
Title:
▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ I
By: General Re-New England Asset Management,
Inc., as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP
12
BANQUE WORMS CAPITAL CORPORATION
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
▇▇▇▇▇▇▇▇▇ PARK CBO I
By:
---------------------------
Name:
Title:
BAYERISCHE HYPO-UND VEREINSBANK
AG, NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Associate Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
13
BHF (USA) CAPITAL CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
BLACK DIAMOND CLO 1998-I LTD.
By:
---------------------------
Name:
Title:
BLACK DIAMOND INTERNATIONAL
FUNDING LTD.
By:
---------------------------
Name:
Title:
CAISSE DE DEPOT ET PLACEMENT DU
QUEBEC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Manager
By: /s/ (illegible)
---------------------------
Name: (illegible)
Title:
14
CAPTIVA II FINANCE LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
CAPTIVA III FINANCE LTD., as advised by
Pacific Investment Management Company
By:
---------------------------
Name:
Title:
CAPTIVA IV FINANCE LTD., as advised by
Pacific Investment Management Company
By:
---------------------------
Name:
Title:
CERES FINANCE LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Managing
Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
15
CITY NATIONAL BANK
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
COMERICA BANK
By:
---------------------------
Name:
Title:
COMMERCIAL LOAN FUNDING TRUST I
By: ▇▇▇▇▇▇ Commercial Paper Inc., not in its
individual capacity but solely as
administrative agent
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
CONTINENTAL ASSURANCE COMPANY
By: TCW Asset Management Company, as
Attorney-in-Fact
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
16
COOPERATIEVE CENTRALE RAIFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, as its
Investment Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
17
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: Cypresstree Investment Management
Company, Inc., its Managing Member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal
CYPRESSTREE INVESTMENT FUND, LLC
By: Cypresstree Investment Management
Company, Inc., its Managing Member
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
CYPRESSTREE INVESTEMENT PARTERS II,
LTD.
By: Cypresstree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal
18
CYPRESSTREE INVESTMENT PARTNERS I,
LTD.
By: CypressTree Investment Management
Company, Inc., 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
DLJ CAPITAL FUNDING, INC.
By:
---------------------------
Name:
Title:
19
ELC (CAYMAN) LTD. CDO SERIES 1999-1
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ELC (CAYMAN) LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
FIRST DOMINION FUNDING I
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SVP
20
FIRSTAR BANK, N.A. f/k/a Star Bank, National
Association
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
FIRSTRUST BANK
By:
---------------------------
Name:
Title::
FLEET BUSINESS CREDIT CORPORATION
(formerly Sanwa Business Credit Corporation)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Officer
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
FLOATING RATE PORTFOLIO
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as attorney in fact
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
21
GALAXY CLO 1990-1, LTD.
By:
---------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Duly Authorized Signatory
STATE STREET BANK AND TRUST
COMPANY, as Trustee for GENERAL
MOTORS EMPLOYEES GLOBAL GROUP
PENSION TRUST
By:
---------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
GPSF SECURITIES, INC.
By: /s/ (illegible)
---------------------------
Name:
Title:
22
HAPOALIM B.M.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
HSBC BANK USA (formerly Marine Midland
Bank)
By:
---------------------------
Name:
Title:
IMPERIAL BANK
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Managing Director
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: INDOSUEZ CAPITAL, as Portfolio
Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: INDOSUEZ CAPITAL, as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
23
INDOSUEZ CAPITAL FUNDING IIA,
LIMITED
By: INDOSUEZ CAPITAL, as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as attorney in fact on
behalf of ▇▇▇▇▇▇▇ National Life Insurance
Company
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ FLOATING RATE FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
KZH CNC LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
24
KZH CRESCENT LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By:
---------------------------
Name:
Title:
KZH ING-1 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
25
KZH LANGDALE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH RIVERSIDE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH SHOSHONE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
26
KZH SOLEIL-2 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES
PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT, L.P., as Investment
Advisor
By:
---------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE
FUND, INC.
By:
---------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE
COMPANY
By:
---------------------------
Name:
Title:
27
MLCLO XII PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTEMENTS, INC., as its
Investment Manager
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
Title: Vice President
MLCLO XV PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTEMENTS, INC., as its
Investment Manager
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
Title: Vice President
MONUMENT CAPITAL LTD., as Assignee
By: ALLIANCE CAPITAL MANAGEMENT
L.P., as Investment Manager
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, as General Partner
By:
---------------------------
Name:
Title:
Title:
MOUNTAIN CAPITAL CLO I LTD.
By:
---------------------------
Name:
Title:
28
NATIONAL CITY BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
NORTH AMERICAN SENIOR FLOATING
RATE FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
---------------------------
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: OAK HILL SECURITIES GENPAR, L.P.,
its General Partner
By: OAK HILL SECURITIES MGP, INC., its
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: VP
29
OAK MOUNTAIN LIMITED, as Assignee
By: ALLIANCE CAPITAL MANAGEMENT
L.P., as Investment Manager
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, as General Partner
By:
---------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO I LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
OCTAGON INVESTMENT PARTNERS II,
LLC
By: OCTAGON CREDIT INVESTORS, LLC, as
Sub-investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. Nechamian
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. Nechamian
Title: Portfolio Manager
30
OCTAGON INVESTMENT PARTNERS III,
LTD.
By: OCTAGON CREDIT INVESTORS, LLC, as
Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. Nechamian
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. Nechamian
Title: Portfolio Manager
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Agent
PACIFICA PARTNERS I, L.P.
By: IMPERIAL CREDIT ASSET
MANAGEMENT, as its Investment Manager
By:
---------------------------
Name:
Title:
PALOMINO FUND LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
31
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: PILGRIM INVESTEMENTS, INC., as its
Investment Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
Title: Vice President
PILGRIM CLO 1999-I LTD.
By: PILGRIM INVESTEMENTS, INC., as its
Investment Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, CFA
Title: Vice President
PPM SPYGLASS FUNDING TRUST
By:
---------------------------
Name:
Title:
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇
Title: Sr. Manager
32
ROYALTON COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT, INC., a General
Partner
By:
---------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
---------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
---------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT, as
Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
---------------------------
Name: ▇▇▇▇▇ ▇. Page
Title: Vice President
33
SEQUILS I, LTD.
By: TCW ADVISORS, INC., as its Collateral
Managers
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
SEQUILS-ING I (HBDGM), LTD.
By: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
SOUTHERN PACIFIC BANK
By:
---------------------------
Name:
Title:
34
STB DELAWARE FUNDING TRUST I
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
STOCKS PLUS LP SUBFUND B
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor,
acting through Investors Fiduciary Trust
in the Nominee Name of IFTCO
By: PIMCO MANAGEMENT INC., a General
Partner
By:
---------------------------
Name:
Title:
STRATA FUNDING LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Managing
Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
SUMMIT BANK
By:
---------------------------
Name:
Title:
35
TEXTRON FINANCIAL CORP.
By: /s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: R. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
---------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
---------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Manager
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
---------------------------
Name:
Title:
36
THE SUMITOMO BANK, LTD.
By:
---------------------------
Name:
Title:
TRIGON HEALTHCARE INC.
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor,
acting through the Bank of New York in
the Nominee Name of Hare & Co.
By: PIMCO MANAGEMENT INC., a General
Partner
By:
---------------------------
Name:
Title:
TRITON CDO IV, LIMITED
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Investment
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
37
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC., as
Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC., as
Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME
TRUST
By: ▇▇▇ ▇▇▇▇▇▇ INVESTMENT
ADVISORY CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
38
▇▇▇ ▇▇▇▇▇▇ SENIOR FLOATING RATE
FUND
By: ▇▇▇ ▇▇▇▇▇▇ INVESTMENT
ADVISORY CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
WINGED FOOT FUNDING TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Agent
ZERMATT CBO, LTD.
By:
---------------------------
Name:
Title: