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EXHIBIT 10.1
SECOND AMENDMENT AND WAIVER
SECOND AMENDMENT (this "Amendment and Waiver"), dated as of April 23,
1999, among CAPSTAR BROADCASTING CORPORATION., a Delaware corporation
("Parent"), CAPSTAR BROADCASTING PARTNERS, INC., a Delaware corporation,
("Holdings"), CAPSTAR RADIO BROADCASTING PARTNERS, INC., a Delaware corporation
(the "Borrower"), the Banks party hereto from time to time, NATIONSBANC
XXXXXXXXXX SECURITIES LLC, as Syndication Agent, SALOMON BROTHERS HOLDING
COMPANY INC. and XXXXXXX XXXXX CREDIT PARTNERS L.P., as Documentation Agents,
and BANKERS TRUST COMPANY, as Administrative Agent. Unless otherwise defined
herein, capitalized terms used herein and defined in the Credit Agreement
referred to below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, Parent, Holdings, the Borrower, the Banks and the
Administrative Agent have entered into a Credit Agreement, dated as of May 29,
1998 (as amended through the date hereof, the "Credit Agreement");
WHEREAS, Parent, Chancellor Media Corporation ("Chancellor") and
Capstar Acquisition Corporation, a subsidiary of Chancellor, have entered into a
merger agreement, pursuant to which Chancellor will acquire all of the
outstanding capital stock of Parent ("Chancellor-Capstar Merger"), and Parent
will merge with Capstar Acquisition Corporation with Parent as the surviving
corporation;
WHEREAS, Holdings, the Borrower and CCI shall be required to offer to
purchase outstanding public debt and preferred securities from holders of such
securities who wish to exercise their right of repurchase triggered by a Change
of Ownership arising from the Chancellor-Capstar Merger;
WHEREAS, the Borrower may provide the funds in order to finance any
mandatory repurchase obligations triggered by any Change of Ownership arising
from the Chancellor-Capstar Merger, and/or Holdings may incur additional
unsecured debt for such mandatory repurchase obligations;
WHEREAS, the Borrower, Triathlon Broadcasting Company ("Triathlon") and
TBC Radio Acquisition Corp., a subsidiary of the Borrower, have entered into a
merger agreement, pursuant to which Triathlon will be the surviving corporation
and a Wholly-Owned Subsidiary of the Borrower (the "Triathlon Merger");
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WHEREAS, Subsidiaries of Triathlon own radio stations in Wichita,
Kansas, Colorado Springs, Colorado and Spokane, Washington, and upon the
consummation of the Triathlon Merger, Parent desires to cause Triathlon to sell
or swap such stations to third parties or Dividend such stations to Parent;
WHEREAS, A Subsidiary of Parent owns one radio station in Wichita,
Kansas, and desires to sell or transfer to a disposition trust such station,
along with radio stations received by Dividend following the Triathlon Merger;
WHEREAS, Parent, Holdings and the Borrower desire to amend certain
other covenants in the Credit Agreement;
WHEREAS, in connection with this request, the parties hereto wish to
amend certain provisions in the Credit Agreement, in each case as provided
herein;
NOW, THEREFORE, it is agreed;
A. Amendments to the Credit Agreement
1. Section 9.01 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (xxi) of such Section,
(ii) deleting the period "." at the end of clause (xxii) of such Section, and
inserting "; and" in lieu thereof and (iii) adding the following new clause
(xxiii):
"(xxiii) Liens on all property or assets created in favor of
the lender or lenders providing secured financing to Parent or a
Subsidiary of Parent in connection with the purchase of all
capital stock or assets of LAN International, Inc. (including the
pledge of all capital stock owned by Parent in LAN International,
Inc. or in any Subsidiary of Parent created pursuant to Section
9.14(b))."
2. Section 9.02 of the Credit Agreement is hereby amended by:
(i) adding the following parenthetical after the reference to
$200,000,000 appearing in clause (v) of the proviso in subsection (xiii): "(or
$210,000,000 in connection with the Triathlon Merger)", (ii) deleting the period
"." at the end of clause (xviii), and inserting ";" in lieu thereof and (iii)
inserting the following new clause (xix):
"(xix) the Chancellor-Capstar Merger shall be permitted;"
3. Section 9.02 of the Credit Agreement is hereby further amended by
adding the following new clause (xx):
"(xx) (a) licenses or sublicenses by Parent or its
Subsidiaries of software, trademarks, other intellectual property,
general intangibles, broadcast content, playlists and any other
property used in connection with the distribution of
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content or information using the Internet or the conduct of
business using the Internet and (b) a Subsidiary of Parent that
has no material assets other than the licenses and sublicenses
described in clause (a) above;"
4. Section 9.02 of the Credit Agreement is hereby further amended by
adding the following new clause (xxi):
"(xxi) the Borrower or any Subsidiary of the Borrower may
transfer Disposition Assets to Holdings and Holdings may transfer
Disposition Assets to Parent; "
5. Section 9.02 of the Credit Agreement is hereby further amended by
adding new clause (xxii):
"(xxii) Parent or its Subsidiaries may transfer Disposition
Assets to a trust or sale such assets to a third party; and"
6. Section 9.02 of the Credit Agreement is hereby further amended by
adding new clause (xxiii):
"(xxiii) Parent or a Subsidiary of Parent created pursuant to
Section 9.14(b) may purchase the capital stock or assets of LAN
International, Inc.
7. Section 9.03 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (xv), (ii) deleting the
period "." at the end of clause (xvi), and inserting in lieu thereof ";" and
(iii) inserting the following new clause (xvii):
"(xvii) (a) Holdings may repurchase the Senior Exchangeable
Preferred Stock and CCI may repurchase the CCI 12 5/8% Series E
Cumulative Exchangeable Preferred Stock to the extent that holders
of such stock exercise their right of repurchase as a result of a
Change of Ownership from the Chancellor-Capstar Merger and (b) the
Borrower may pay cash Dividends to Holdings in an amount not to
exceed $25,000,000 to permit it to make repurchases described
above and/or repurchases of Holdings Senior Notes to the extent
that holders of such notes exercise their right of repurchase as a
result of a Change of Ownership from the Chancellor-Capstar
Merger;"
8. Section 9.03 of the Credit Agreement is hereby further amended by
adding the following new clause (xviii):
"(xviii) any Subsidiary of Parent may make a non-cash Dividend
to any other such Subsidiary or to Parent of (A) licenses or
sublicenses of software, trademarks, other intellectual property,
general intangibles, broadcast content, playlists and such other
property used in connection with the distribution of content or
information using the Internet or the conduct of business using
the Internet or (B) a Subsidiary of Parent that has no material
assets other than the licenses or sublicenses described in clause
(A) above; and"
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9. Section 9.03 of the Credit Agreement is hereby further amended by
adding the following new clause (xix):
"(xix) the Borrower may pay non-cash Dividends of Disposition
Assets to Holdings and Holdings may pay non-cash Dividends of
Disposition Assets to Parent."
10. Section 9.04 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (xix), (ii) deleting the period "."
at the end of clause (xx), and inserting in lieu thereof "; and" and (iii)
inserting the following new clause (xxi):
"(xxi) unsecured Indebtedness (on terms and conditions
satisfactory to the Administrative Agent) of Holdings not to exceed the
amount used to purchase the Senior Exchangeable Preferred Stock and
Holdings' Senior Notes (less any Dividends paid to Holdings pursuant to
clause (xvii)(b) of Section 9.03) from holders of such securities who
exercise their right of repurchase as a result of a Change of Ownership
arising from the Chancellor-Capstar Merger."
11. Section 9.04 of the Credit Agreement is hereby further amended by
adding the following new clause (xxii):
"(xxii) (a) Secured Indebtedness of Parent or a Subsidiary of
Parent created pursuant to Section 9.14(b) in an amount not to exceed
$20,000,000, to be repaid on terms and conditions satisfactory to the
Administrative Agent and (b) in the case of Indebtedness of a
Subsidiary of Parent pursuant to clause (a), a guaranty from Parent to
the lender or lenders providing such financing to such Subsidiary of
Parent."
12. Section 9.05 of the Credit Agreement is hereby amended by (i)
deleting the period at the end of clause (xxiii), and inserting in lieu thereof
";" and (ii) inserting the following new clause (xxiv):
" (xxiv) the Borrower may make contributions or advances,
directly or indirectly, to CCI to be used by CCI to repurchase CCI 12
5/8% Series E Cumulative Exchangeable Preferred Stock, CCI 11 3/8%
Senior Subordinated Notes and/or CCI Existing 10 3/4% Senior
Subordinated Notes from holders of such securities who exercise their
right of repurchase as a result of a Change of Ownership arising from
the Chancellor-Capstar Merger; and"
13. Section 9.05 of the Credit Agreement is hereby further amended by
adding the following new clause (xxv):
"(xxv) investments by the Parent or any of its Subsidiaries
(A) in the Subsidiary described in subsection 9.03(xviii)(B) or (B) in
an Affiliate of Parent and Chancellor Media Corporation by way of
contribution or sale of the assets described in subsection 9.03(xviii)
and cash not to exceed $10,000,000."
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14. Section 9.05 of the Credit Agreement is hereby further amended by
adding the following new clause (xxvi):
"(xxvi) investments by Parent in a Subsidiary created in
connection with the purchase of Lan International, Inc."
15. Section 9.08 of the Credit Agreement is hereby further amended by
(i) deleting the part of the chart appearing therein from "April 1, 1999 to and
including December 31, 1999" to "January 1, 2000 to and including December 31,
2000" and (ii) inserting in lieu of the part thus deleted the following new
chart:
Period Ratio
------ -----
April 1, 1999 to and including
December 31, 1999 7.00:1.00
January 1, 2000 to and including
March 31, 2000 6.75:1.00
April 1, 2000 to and including
June 30, 2000 6.50:1.00
July 1, 2000 to and including
September 30, 2000 6.25:1.00
October 1, 2000 to and including
December 31, 2000 6.00:1.00
16. Section 9.10 of the Credit Agreement is hereby amended by (i)
deleting the comma "," at the end of clause (i), (ii) inserting the following
parenthetical at the end of clause (i): "(except that any payment or prepayment
otherwise restricted by this clause (i) shall be allowed to the extent holders
of any of the securities listed in this clause (i) exercise their right of
repurchase as a result of any Change of Ownership arising from the
Chancellor-Capstar Merger)," and (iii) inserting the following parenthetical
after the reference to "Chancellor Loan" in clause (ii): "(except that the
Chancellor Loan Documents may be amended in connection with the Triathlon Merger
in a manner which taken as a whole, is in the Administrative Agent's reasonable
judgment favorable to the Banks)".
17. Section 9.14 of the Credit Agreement is hereby amended and restated
in its entirety as follows:
"9.14 Limitation on Creation of Subsidiaries. (a) Parent shall
not and will not permit any Subsidiary to establish, create or acquire
any additional Subsidiaries after the Initial Borrowing Date without
the prior written consent of the Required Banks, except that (i) the
Borrower or any Wholly-Owned Subsidiary of the Borrower may create or
otherwise acquire
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new Subsidiaries in connection with the acquisition of Media Assets or
Persons that own Media Assets in compliance with Sections 4.02(e),
9.02(ix), 9.03(xiii) or 9.05(vi) and (ii) the Parent may create a
Subsidiary that has no assets other than the licenses or sublicenses
described in clause (a) of Section 9.02(xx); and
(b) Parent may create a new subsidiary in connection with the
purchase of the capital stock or assets of LAN International, Inc. (the
creation of which Subsidiary shall not be subject to Section 8.13 of
the Credit Agreement or Section 3.2 of the Pledge Agreement)."
18. Section 11 of the Credit Agreement is hereby amended by (i) making
the grid chart of the definition of "Applicable Margin" effective until and
including December 31, 1999, and designating such chart as "Chart A (Effective
until 12/31/99)" and (ii) inserting the following new grid chart as Chart B,
immediately after Chart A of such definition, to be effective after December 31,
1999:
Chart B (Effective after 12/31/99)
A Term Loans and A Term Loans and
Revolving Loans Revolving Loans B Term Loans B Term Loans
maintained as Base maintained as maintained as maintained as
Rate Loans Eurodollar Loans Base Rate Loans Eurodollar Loans
---------- ---------------- --------------- ----------------
Leverage Ratio
Greater than 6.75:1 1.50% 2.50% 1.75% 2.75%
Greater than 6.5:1 but less 1.375% 2.375% 1.50% 2.500%
than or equal to 6.75:1
Greater than 6.0:1 but less 1.25% 2.25% 1.50% 2.50%
than or equal to 6.5:1
Greater than 5.5:1 but less 1.00% 2.00% 1.25% 2.25%
than or equal to 6.0:1
Greater than 5.0:1 but less 0.625% 1.625% 1.25% 2.25%
than or equal to 5.5:1
Greater than 4.5:1 but less 0.375% 1.50% 1.25% 2.25%
than or equal to 5.0:1
Greater than 4.0:1 but less 0.125% 1.375% 1.25% 2.25%
than or equal to 4.5:1
Lesser than or equal to 0% 1.25% 1.25% 2.25%
4.0:1
19. Section 11 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the appropriate alphabetical order:
"Chancellor-Capstar Merger" shall mean the merger between
Chancellor Acquisition Corporation and Parent pursuant to the amended
and restated merger agreement dated as of April __, 1999, among
Chancellor Media Corporation, Chancellor Acquisition Corporation,
Parent and CBC Acquisition Company, Inc."
"Colorado Stations" shall mean the following radio stations in
Colorado Springs, Colorado: KVOR-FM, KTWK-AM and KKLI-FM, owned by
Subsidiaries of Triathlon Broadcasting Company.
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"Disposition Assets" shall mean (i) the following radio
stations in Wichita, Kansas: KEYN-FM, KWSJ-FM, KFH-AM and KQAM-AM,
owned by Subsidiaries of Triathlon Broadcasting Company, (ii) the
following radio station in Wichita, Kansas: KNSS-AM, owned by a
Subsidiary of the Borrower, (iii) the Washington Stations and (iv) the
Colorado Stations; provided that in the case of (iii) and (iv) above,
such stations shall constitute Disposition Assets only if they are not
sold or swapped substantially concurrently with the Triathlon Merger."
"Triathlon Merger" shall mean the merger between TBC Radio
Acquisition Corp., a subsidiary of Borrower, and Triathlon Broadcasting
Company, pursuant to the merger agreement dated as of ___."
"Washington Stations" shall mean the following stations in
Spokane, Washington: KEYF-FM and KEYF-AM, owned by Subsidiaries of
Triathlon Broadcasting Company."
B. Waiver
1. Notwithstanding anything to the contrary contained in Section 10.10
of the Credit Agreement, the Banks hereby waive any Default or Event of Default
which arises from a Change Of Ownership as a result of the Chancellor-Capstar
Merger.
C. Miscellaneous Provisions
1. In order to induce the Administrative Agent and the Banks to enter
into this Amendment and Waiver, each of Parent, Holdings and the Borrower hereby
represents and warrants that (i) the representations and warranties contained in
the Credit Agreement and in the other Credit Documents are true and correct in
all material respects on and as of the Second Amendment and Waiver Effective
Date (as defined below) (except with respect to any representations and
warranties limited by their terms to a specific date, which shall be true and
correct in all material respects as of such date) and (ii) there exists no
Default or Event of Default under the Credit Agreement on the Second Amendment
and Waiver Effective Date, in each case both before and after giving effect to
this Amendment.
2. This Amendment and Waiver is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, or any other Credit Document.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
4. This Amendment and Waiver shall become effective on the date (the
"Second Amendment and Waiver Effective Date") when (i) Parent, Holdings, the
Borrower, the Required
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Banks and the Administrative Agent shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of telecopier) the same to the Administrative Agent at the Notice Office
and (ii) receipt of an amendment fee, as disclosed in the accompanying cover
letter from Bankers Trust Company, payable to the Banks who sign a counterpart
hereof by 12:00 noon (New York time) on Friday, April 23, 1999.
5. From and after the Second Amendment and Waiver Effective Date, all
references in the Credit Agreement and in the other Credit Documents to the
Credit Agreement shall be deemed to be referenced to the Credit Agreement as
modified hereby.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment and
Waiver to be duly executed and delivered as of the date first above written.
CAPSTAR BROADCASTING CORPORATION
By:
------------------------------------
Name:
Title:
CAPSTAR BROADCASTING PARTNERS, INC.
By:
------------------------------------
Name:
Title:
CAPSTAR RADIO BROADCASTING PARTNERS, INC.
By:
------------------------------------
Name:
Title:
BANKERS TRUST COMPANY, Individually
and as Administrative Agent
By:
------------------------------------
Name:
Title:
S-1
10
CITICORP U.S.A., Individually and as
Documentation Agent
By:
------------------------------------
Name:
Title:
XXXXXXX SACHS CREDIT PARTNERS L.P.,
Individually and as Documentation Agent
By:
------------------------------------
Name:
Title:
NATIONSBANK, N.A.,
Individually
By:
------------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
------------------------------------
Name:
Title:
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. Its Managing Member
By:
------------------------------------
Name:
Title:
S-2
11
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY,
INC.,
As: Attorney-in-Fact and on Behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By:
------------------------------------
Name:
Title:
CITICORP U.S.A., Individually and as
Documentation Agent
By:
------------------------------------
Name:
Title:
CYPRESS TREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on Behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By:
------------------------------------
Name:
Title:
X-0
00
XXX XXXXXXXXXXX-0 LLC
By:
------------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO,
By: INVESCO Senior Secured Management, Inc.,
as Attorney-in-Fact
By:
------------------------------------
Name:
Title:
KZH ING-2 LLC
By:
------------------------------------
Name:
Title:
KZH SOLEIL-2 LLC
By:
------------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
S-4
13
FREMONT FINANCIAL CORPORATION
By:
------------------------------------
Name:
Title:
TRAVELERS INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
BAYERISCHE HYPO- UND VEREINSBANK, AG
By:
------------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE
By:
------------------------------------
Name:
Title:
S-5
14
GENERAL ELECTRIC CAPITAL CORPORATION
By:
------------------------------------
Name:
Title:
IMPERIAL BANK
By:
------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
------------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By:
------------------------------------
Name:
Title:
SUMMIT BANK
By:
------------------------------------
Name:
Title:
S-6
00
XXXXX XXXX XX XXXXXXXXXX, N.A.
By:
------------------------------------
Name:
Title:
PRIME INCOME TRUST
By:
------------------------------------
Name:
Title:
OCTAGON LOAN TRUST
By:
------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD
By:
------------------------------------
Name:
Title:
THE SAKURA BANK LTD.
By:
------------------------------------
Name:
Title:
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BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA,
NASSAU BRANCH
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
BEAR XXXXXXX INVESTMENT PRODUCT, INC.
By:
------------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:
------------------------------------
Name:
Title:
CHASE SECURITIES, INC. As Agent for The Chase
Manhattan Bank
By:
------------------------------------
Name:
Title:
S-8
17
CONTINENTAL ASSURANCE COMPANY SEPARATE
ACCOUNT [E]
By: TCW Asset Management Company as
Attorney-in-Fact
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
KZH CRESCENT-3 LLC
By:
------------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST,
By: Xxxxx Xxxxx Management as Investment
Advisor
By:
------------------------------------
Name:
Title:
S-9
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XXXXXX XXXXXXX SENIOR FUNDING, INC.
By:
------------------------------------
Name:
Title:
MOUNTAIN CLO TRUST
By:
------------------------------------
Name:
Title:
NATEXIS BANQUE BFCE
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
TCW LEVERAGED INCOME TRUST II, L.P.,
By: TCW Advisors (Bermuda), Ltd., as General
Partner
By:
------------------------------------
Name:
Title:
S-10
19
TCW LEVERAGED INCOME TRUST II, L.P.,
By: TCW Investment Management Company, as
Investment Advisor
By:
------------------------------------
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By:
------------------------------------
Name:
Title:
XXXXX FARGO BANK, NA
By:
------------------------------------
Name:
Title:
FIRST ALLIANCE FINANCIAL LIFE INSURANCE
COMPANY
By:
------------------------------------
Name:
Title:
S-11
20
KZH STERLING LLC
By:
------------------------------------
Name:
Title:
KZH RIVERSIDE LLC
By:
------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
------------------------------------
Name:
Title:
DRESDNER BANK AG
By:
------------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
------------------------------------
Name:
Title:
X-00
00
XXXXXXXX XXXX XXXX, XXXXXXXXX
By:
------------------------------------
Name:
Title:
RABOBANK NEDERLAND
By:
------------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By:
------------------------------------
Name:
Title:
XXXXX BANK, N.A.
By:
------------------------------------
Name:
Title:
S-13
22
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors, Inc., as Collateral
Manager
By:
------------------------------------------
Name:
Title:
ING HIGH INCOME PRINCIPAL PRESERVATION FUND
HOLDINGS, LDC
By: ING Capital Advisors, Inc.,
as Investment Advisor
By:
------------------------------------------
Name:
Title:
BANK OF MONTREAL
By
------------------------------------------
Name:
Title:
CAPTIVA III FINANCE, LTD.
By:
------------------------------------------
Name:
Title:
X-00
00
XXXXXX COMPANY
By:
------------------------------------
Name:
Title:
ROYALTON COMPANY LTD. (PIMCO)
By:
------------------------------------
Name:
Title:
CERES FINANCE LTD.
By:
------------------------------------
Name:
Title:
XXXXXXXXX AERIES FINANCE LTD.
By:
------------------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS- I
LTD.
By:
------------------------------------
Name:
Title:
X-00
00
XXXXXX XXXXXXXXX INCOME FUND
By:
------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By:
------------------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By:
------------------------------------
Name:
Title:
FRANKLIN FLOAT RATE TRUST
By:
------------------------------------
Name:
Title:
X-00
00
XX XXX XXX XXXXXXX XXXXXXX (CAYMAN) LTD.
By: ------------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
------------------------------------
Name:
Title:
PACIFICA PARTNERS I, L.P.
By:
------------------------------------
Name:
Title:
XXX CAPITAL FUNDING L.P.
By:
------------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
------------------------------------
Name:
Title:
S-17
26
FIRST UNION NATIONAL BANK
By:
------------------------------------
Name:
Title:
AERIES FINANCE LTD.
By:
------------------------------------
Name:
Title:
CERES FINANCE LTD.
By:
------------------------------------
Name:
Title:
TRAVELERS CORPORATE LOAN FUND, INC.
By: Travelers Asset Management International
Corporation
By:
------------------------------------
Name:
Title:
S-18
27
ATHENA CDO, LTD.
By:
------------------------------------
Name:
Title:
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management Company,
Inc., its Managing Member
By:
------------------------------------
Name:
Title:
S-19
28
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management Company,
Inc., its Managing Member
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
S-20
29
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY,
INC.
As: Attorney-in-Fact and on Behalf of First
Allmerica Financial Life Insurance
Company, as Portfolio Manager
By:
------------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By:
------------------------------------
Name:
Title:
S-21
30
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
PARIBAS
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
CITICORP U.S.A.
Individually and as Documentation Agent
By:
------------------------------------
Name:
Title:
S-22
31
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company,
Inc. as Portfolio Manager
By:
------------------------------------
Name:
Title:
SEQUIL I, LTD
By: TCW Advisors, Inc. as its Collateral
Manager
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
S-23
32
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company, its
Investment Advisor
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS II, LTD.,
By: CypressTree Investment Management Company
Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management Company,
Inc. its Managing Member
By:
------------------------------------
Name:
Title:
S-24
33
CYPRESSTREE INVESTMENT PARTNERS II, LTD.,
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management,
Company, Inc. its Managing Member
By:
------------------------------------
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management,
Company, Inc. its Managing Member
By:
------------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager.
By:
------------------------------------
Name:
Title:
X-00
00
XXXXXXXX XXXX XXXX
By:
------------------------------------
Name:
Title:
NATIONAL CITY BANK
By:
------------------------------------
Name:
Title:
S-26
35
PACIFICA PARTNERS I, LP
By: Imperial Credit Asset Management As Its
Investment Advisor
By:
------------------------------------
Name:
Title:
BEDFORD CDO, LTD
By: Pacific Investment Management Company as
its investment advisor
By: PIMCO Management Inc., a general partner
By:
------------------------------------
Name:
Title:
XXXXXX CDO, LIMITED
By: Massachusetts Mutual Life Insurance
Company, As Collateral Manager
By:
------------------------------------
ITS:
------------------------------------
S-27
