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Previous: SUPERIOR TELECOM INC, 10-Q, EX-10.1, 2000-11-14 |
Next: SUPERIOR TELECOM INC, 10-Q, EX-10.3, 2000-11-14 |
<PAGE>
EXHIBIT 10.2
AMENDMENT NUMBER FOUR, dated as of September 30, 2000 (the
"AMENDMENT"), to the Amended and Restated Credit Agreement dated as of November
27, 1998, as previously amended, modified and supplemented and as last amended
by Amendment No. 3 and Waiver, dated as of March 13, 2000 (the "CREDIT
AGREEMENT"), among SUPERIOR TELECOMMUNICATIONS INC. (formerly known as
Superior/Essex Corp.), a Delaware corporation (the "COMPANY"), ESSEX GROUP INC.,
a Michigan corporation ("ESSEX" and, together with the Company, the
"BORROWERS"), each of the Guarantors party thereto (the "GUARANTORS") (which
Guarantors shall include Superior TeleCom Inc., a Delaware corporation (the
"PARENT")), the lending institutions from time to time party thereto (each a
"LENDER" and, collectively, the "LENDERS"), BANKERS TRUST COMPANY, as
Administrative Agent, MERRILL LYNCH & CO., as Documentation Agent, and FLEET
NATIONAL BANK, as Syndication Agent (the "AGENTS"). Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement.
WHEREAS the Borrowers have requested the Lenders to adjust
certain negative covenants in Section 8; and
WHEREAS, in connection with the foregoing, the Borrowers have
requested that the Agents and the Lenders amend certain provisions of the Credit
Agreement; and
WHEREAS, the Agents and the Lenders have considered and agreed
to the Borrowers' requests, upon the terms and conditions set forth in this
Amendment; and
WHEREAS, the consent of the Required Lenders is necessary to
effect this Amendment;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION ONE - AMENDMENT
The Credit Agreement is amended as hereinafter provided in
this Section One, effective as of September 30, 2000 (the "AMENDMENT EFFECTIVE
DATE").
<PAGE>
-2-
1.1. AMENDMENTS TO SECTION 8 (NEGATIVE COVENANTS) OF THE CREDIT
AGREEMENT
(a) Section 8.09 shall be amended by deleting the text thereof in its
entirety and replacing it with the following:
"8.09. MINIMUM CONSOLIDATED EBITDA. The Company will not
permit Consolidated EBITDA during any Test Period set forth below to be
less than the amount set forth below with respect to such Test Period:
<TABLE>
<CAPTION>
($ in millions)
Test Period Ending: Amount:
------------------ ------
<S> <C>
09/30/2000 219.0
12/31/2000 209.0
03/31/2001 203.0
06/30/2001 195.0
09/30/2001 208.0
12/31/2001 213.0
03/31/2002 340.0
06/30/2002 350.0
09/30/2002 355.0
12/31/2002 360.0
03/31/2003 365.0
06/30/2003 370.0
09/30/2003 375.0
12/31/2003 and the last day of each 380.0
Fiscal Quarter thereafter
</TABLE>
(b) Section 8.10 shall be amended by deleting the text thereof in its
entirety and replacing it with the following:
"8.10. INTEREST COVERAGE RATIO. The Company will not permit
the Interest Coverage Ratio for any Test Period set forth below to be
equal to or less than the ratio set forth below with respect to such
Test Period:
<TABLE>
<CAPTION>
Test Period Ending: Ratio:
------------------ -----
<S> <C>
09/30/2000 1.55x
12/31/2000 1.45x
</TABLE>
<PAGE>
-3-
<TABLE>
<CAPTION>
Test Period Ending: Ratio:
------------------ -----
<S> <C>
03/31/2001 1.40x
06/30/2001 1.35x
09/30/2001 1.40x
12/31/2001 1.45x
03/31/2002 2.50x
06/30/2002 2.75x
09/30/2002 3.00x
12/31/2002 3.00x
03/31/2003 3.25x
06/30/2003 3.25x
09/30/2003 3.50x
12/31/2003 and the last day of each 3.50x
Fiscal Quarter thereafter
</TABLE>
(c) Section 8.11 shall be amended by deleting the text thereof in its
entirety and replacing it with the following:
"8.11. LEVERAGE RATIO. The Company will not permit the Pro
Forma Leverage Ratio at any time during the Test Period set forth below
to be equal to or more than the ratio set forth below with respect to
such Test Period:
<TABLE>
<CAPTION>
Test Period Ending: Ratio:
------------------ -----
<S> <C>
09/30/2000 5.80x
12/31/2000 6.00x
03/31/2001 6.10x
06/30/2001 6.25x
09/30/2001 5.85x
12/31/2001 5.60x
03/31/2002 3.75x
06/30/2002 3.50x
09/30/2002 3.25x
12/31/2002 3.25x
03/31/2003 3.00x
06/30/2003 3.00x
</TABLE>
<PAGE>
-4-
<TABLE>
<CAPTION>
Test Period Ending: Ratio:
------------------ -----
<S> <C>
09/30/2003 2.75x
12/31/2003 and the last day of each 2.75x
Fiscal Quarter thereafter
</TABLE>
"
(d) For the purposes of determining compliance with the covenants
contained in Sections 8.09, 8.10 and 8.11, in order to calculate Consolidated
Net Income, any deduction therefrom for expenses incurred and accounted for by
the Company on or before June 30, 2001 associated with the disposition, wind-up
and/or restructuring of assets and operations related to the automotive wire
business based at the Company's Orleans, Indiana plant (up to an aggregate
maximum amount of $2.5 million) shall be added back to the calculation.
1.2. AMENDMENTS TO SECTION 10 (DEFINITIONS) OF THE CREDIT AGREEMENT
(a) The definition of "Applicable Base Rate Margin" shall be amended by
deleting the text thereof in its entirety and replacing it with the following:
"'Applicable Base Rate Margin' shall mean (i) in the case of each of
the Revolving Loans and Tranche A Term Loans, a percentage per annum equal to
2.25% and (ii) in the case of Tranche B Term Loans, a percentage per annum equal
to 3.00%; provided that the percentages set forth above shall be adjusted by the
applicable Interest Reduction Discount."
(b) The definition of "Applicable Euro Rate Margin" shall be amended by
deleting the text thereof in its entirety and replacing it with the following:
"'Applicable Euro Rate Margin' shall mean (i) in the case of
each of the Revolving Loans and Tranche A Term Loans, a percentage per annum
equal to 3.25% and (ii) in the case of Tranche B Term Loans, a percentage per
annum equal to 4.00%; PROVIDED that the percentages set forth above shall be
adjusted by the applicable Interest Reduction Discount."
(c) The definition of "Interest Reduction Discount" shall be amended by
deleting the text thereof in its entirety and replacing it with the following:
<PAGE>
-5-
"'Interest Reduction Discount' shall mean zero; PROVIDED that
from and after the first day of any Margin Reduction Period (the "Start Date")
to and including the last day of such Margin Reduction Period (the "End Date"),
the Interest Reduction Discount shall be the respective percentage PER ANNUM set
forth in clause (A), (B), (C), (D) or (E) below if, but only if, as of the last
day of the immediately preceding fiscal quarter or fiscal year of the Company
preceding such Start Date (the "Test Date"), the applicable conditions set forth
in clause (A), (B), (C), (D) or (E) below, as the case may be, are met:
(A) for Revolving Loans, Tranche A Term Loans and Tranche B
Term Loans, .25% if, but only if, as of the Test Date immediately prior
to such Start Date the Pro Forma Leverage Ratio for the Test Period
ended on such Test Date shall be less than 5.00:1.0 and none of the
conditions set forth in clause (B), (C), (D) or (E) below, as the case
may be, are satisfied;
(B) for Revolving Loans and Tranche A Term Loans only, .50%
if, but only if, as of the Test Date immediately prior to such Start
Date the Pro Forma Leverage Ratio for the Test Period ended on such
Test Date shall be less than 4.00:1.0 and none of the conditions set
forth in clause (C), (D) or (E) below, as the case may be, are
satisfied;
(C) for Revolving Loans and Tranche A Term Loans only, .75%
if, but only if, as of the Test Date immediately prior to such Start
Date the Pro Forma Leverage Ratio for the Test Period ended on such
Test Date shall be less than 3.50:1.0 and the condition set forth in
clause (D) or (E) below is not satisfied;
(D) for Revolving Loans and Tranche A Term Loans only, 1.0%
if, but only if, as of the Test Date immediately prior to such Start
Date the Pro Forma Leverage Ratio for the Test Period ended on such
Test Date shall be less than 3.00:1.0 and the condition set forth in
clause (E) below is not satisfied; or
(E) for Revolving Loans and Tranche A Term Loans only, 1.25%
if, but only if, as of the Test Date immediately prior to such Start
Date the Pro Forma Leverage Ra-
<PAGE>
-6-
tio for the Test Period ended on such Test Date shall be less than or
equal to 2.50:1.0.
Notwithstanding anything to the contrary contained above in
this definition, the Interest Reduction Discount shall be zero at any time when
a Default or an Event of Default shall exist."
1.3. AMENDMENTS TO SECTION 12 (MISCELLANEOUS) OF THE CREDIT AGREEMENT
(a) Section 12.04(b) of the Credit Agreement shall be amended by
deleting the text thereof in its entirety and replacing it with the following:
"(b) Notwithstanding the foregoing, any Lender (or any Lender together
with one or more other Lenders) may (x) assign all or a portion of its Tranche A
Term Loan Commitment, Tranche B Term Loan Commitment, Revolving Loan Commitment
and/or BTCo's commitment to make Swingline Loans (and related outstanding
Obligations hereunder) to any Affiliate of such Lender which is at least 50%
owned by such Lender or its parent company or to one or more Lenders or (y)
assign all, or if less than all, a portion equal to at least $5,000,000 in the
aggregate for the assigning Lender or assigning Lenders, of such Commitment (and
related outstanding Obligations hereunder)(except, in the case of Tranche B Term
Loan Commitments (and related outstanding Obligations hereunder), where such
dollar amount shall be $2,500,000) to one or more Eligible Transferees, each of
which assignees shall become a party to this Agreement as a Lender by execution
of an Assignment and Assumption Agreement; PROVIDED that (i) at such time Annex
I shall be deemed modified to reflect the Commitments of such new Lender and of
the existing Lenders, (ii) upon surrender of the old Notes, new Notes will be
issued, at the Company's expense, to such new Lender and to the assigning
Lender, such new Notes to be in conformity with the requirements of Section 1.05
(with appropriate modifications) to the extent needed to reflect the revised
Commitments, (iii) the consent of the Administrative Agent, which consent shall
not be unreasonably withheld, shall be required in connection with any such
assignment pursuant to clause (y) of this Section 12.04(b) and (iv) the
Administrative Agent shall receive at the time of each such assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500; and PROVIDED, FURTHER,
<PAGE>
-7-
that such transfer or assignment will not be effective until recorded by the
Administrative Agent on the Register pursuant to Section 7.12. To the extent of
any assignment pursuant to this Section 12.04(b), the assigning Lender shall be
relieved of its obligations hereunder with respect to its assigned Commitment.
At the time of each assignment pursuant to this Section 12.04(b) to a Person
which is not already a Lender hereunder and which is not a United States person
(as such term is defined in Section 7701(a)(30) of the Code) for Federal income
tax purposes, the respective assignee Lender shall provide to the Company and
the Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable, a Section 4.04(b)(ii) Certificate) described in Section 4.04(b)."
(b) A new section 12.04(d) shall be added as follows:
"(d) Any Lender that is a fund that invests in bank loans may pledge
all or any portion of its rights in connection with this Agreement to the
trustee for holders of obligations owed, or securities issued, by such fund as
security for such obligations or securities, provided, that any foreclosure or
other exercise of remedies by such trustee shall be subject to the provisions of
this section regarding assignments in all respects. No pledge described in the
immediately preceding clause shall release such Lender from its obligations
hereunder."
SECTION TWO - CONDITIONS TO EFFECTIVENESS
(a) This Amendment shall become effective as of the Amendment Effective
Date when, and only when, the Administrative Agent shall have received (i)
counterparts of this Amendment executed by each Borrower and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the Administrative
Agent that such Lender has executed this Amendment and (ii) a one-time cash fee
for each Lender that executes and delivers a signature page to this Amendment
not later than the close of business (New York time) on October 13, 2000 equal
to 0.25% of the sum of the aggregate amount of Loans then outstanding owing to
such Lender plus the then effective aggregate amount of the undrawn Revolving
Loan Commitment of such Lender which fee shall be paid by wire transfer of
immediately available funds and distributed by the Administrative Agent to the
Lenders entitled thereto.
<PAGE>
-8-
(b) The effectiveness of this Amendment (other than this Section Two)
is further conditioned upon the accuracy of the representations and warranties
set forth in Section Three hereof.
SECTION THREE - REPRESENTATIONS AND WARRANTIES
The Parent and the Company hereby confirm, reaffirm and
restate the representations and warranties made by it in Section 6 of the Credit
Agreement and all such representations and warranties are true and correct in
all material respects as of the date hereof (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct only as of such specified date), except
such representations and warranties need not be true and correct to the extent
that changes in the facts and conditions on which such representations and
warranties are based are required or permitted under the Credit Agreement or
such changes arise out of events not prohibited by the covenants set forth in
Sections 7 and 8 of the Credit Agreement or otherwise permitted by consents or
waivers. The Company hereby further represents and warrants (which
representations and warranties shall survive the execution and delivery hereof)
to the Agents and each Lender that:
(a) Each Credit Party has the corporate power and authority to
execute, deliver and perform this Amendment and has taken all corporate
actions necessary to authorize the execution, delivery and performance
of this Amendment;
(b) No Default or Event of Default has occurred and is
continuing;
(c) No consent of any person other than all of the Lenders and
the Agents parties hereto, and no consent, permit, approval or
authorization of, exemption by, notice or report to, or registration,
filing or declaration with, any governmental authority is required in
connection with the execution, delivery, performance, validity or
enforceability against any Credit Party of this Amendment;
(d) This Amendment has been duly executed and delivered on
behalf of each Credit Party by a duly authorized officer or
attorney-in-fact of such Credit Party, and constitutes a legal, valid
and binding obligation of each Credit Party enforceable against such
Credit Party in ac-
<PAGE>
-9-
cordance with its terms, except as such enforceability may be limited
by (a) bankruptcy, insolvency, fraudulent conveyance, preferential
transfer, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors' rights and
remedies generally, (b) general principles of equity (whether such
enforceability is considered in a proceeding in equity or at law), and
by the discretion of the court before which any proceeding therefor may
be brought, or (c) public policy considerations or court
administrative, regulatory or other governmental decisions that may
limit rights to indemnification or contribution or limit or affect any
covenants or agreements relating to competition or future employment;
and
(e) The execution, delivery and performance of this Amendment
will not violate (i) any provision of law applicable to any Credit
Party or (ii) any contractual obligation of any Credit Party, other
than such violations that would not reasonably be expected to result
in, singly or in the aggregate, a Material Adverse Effect.
SECTION FOUR - MISCELLANEOUS
(a) Except as herein expressly amended, the Credit Agreement
and all other agreements, documents, instruments and certificates executed in
connection therewith, except as otherwise provided herein, are ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.
(b) This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be an original and all of which
shall constitute one and the same agreement.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS.
(d) This Amendment shall not constitute a consent or waiver to
or modification of any provision, term or condition of the Credit Agreement,
other than such terms, provisions, or conditions that are required to consummate
the transactions contemplated by this Amendment. All terms, provisions,
covenants, representations, warranties, agreements and conditions
<PAGE>
-10-
contained in the Credit Agreement, as amended hereby, shall remain in full force
and effect.
<PAGE>
Signature Pages to Amendment No. 4
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment and Waiver as of the
date first above written.
SUPERIOR TELECOMMUNICATIONS INC.,
as Borrower and Guarantor
By: /s/ David S. Aldridge
-----------------------------------------
Name: David S. Aldridge
Title: Chief Financial
Officer
SUPERIOR TELECOM INC.,
as Guarantor
By: /s/ David S. Aldridge
-----------------------------------------
Name: David S. Aldridge
Title: Chief Financial
Officer
DNE SYSTEMS, INC.
as Guarantor
By: /s/ David S. Aldridge
-----------------------------------------
Name: David S. Aldridge
Title: Chief Financial
Officer
<PAGE>
Signature Pages to Amendment No. 4
DNE MANUFACTURING & SERVICE
COMPANY, as Guarantor
By: /s/ David S. Aldridge
-----------------------------------------
Name: David S. Aldridge
Title: Chief Financial
Officer
DNE TECHNOLOGIES, INC.,
as Guarantor
By: /s/ David S. Aldridge
-----------------------------------------
Name: David S. Aldridge
Title: Chief Financial
Officer
TEXAS SUT INC.,
as Guarantor
By: /s/ David S. Aldridge
-----------------------------------------
Name: David S. Aldridge
Title: Chief Financial
Officer
<PAGE>
Signature Pages to Amendment No. 4
ESSEX GROUP, INC.,
as Borrower and Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
ESSEX INTERNATIONAL INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
<PAGE>
Signature Pages to Amendment No. 4
ACTIVE INDUSTRIES, INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
DIAMOND WIRE & CABLE CO.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
ESSEX GROUP, INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
ESSEX GROUP MEXICO INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
ESSEX MEXICO HOLDINGS, L.L.C., as
Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
<PAGE>
Signature Pages to Amendment No. 4
Title: Vice President &
Treasurer
<PAGE>
Signature Pages to Amendment No. 4
ESSEX SERVICES, INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
ESSEX TECHNOLOGY, INC.,
as Guarantor
By: /s/ Douglas L. Pett
-----------------------------------------
Name: Douglas L. Pett
Title: President
ESSEX WIRE CORPORATION,
as Guarantor
By: /s/ David A. Owen
-----------------------------------------
Name: David A. Owen
Title: Vice President &
Treasurer
<PAGE>
Signature Pages to Amendment No. 4
BANKERS TRUST COMPANY,
as Administrative Agent
By: /s/ June C. George
-----------------------------------------
Name: June C. George
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
FLEET NATIONAL BANK,
as Syndication Agent
By: /s/ Howard J. Diamond
-----------------------------------------
Name: Howard J. Diamond
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH & CO.,
as Documentation Agent
By: /s/
-----------------------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
BANKERS TRUST COMPANY, as Lender
By: /s/ June C. George
-----------------------------------------
Name: June C. George
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
ABN AMRO BANK N.V., as Lender
By: /s/ Thomas M. Toerpe
-----------------------------------------
Name: Thomas M. Toerpe
Title: Group Vice President
By: /s/ Mary L. Honda
-----------------------------------------
Name: Mary L. Honda
Title: Group Vice President
<PAGE>
Signature Pages to Amendment No. 4
ALLSTATE LIFE INSURANCE COMPANY, as Lender
By: /s/
-----------------------------------------
Name:
Title:
By: /s/
-----------------------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc., as Sub-
Advisor
By: /s/ Gregory Stoeckle
------------------------------------
Name: Gregory Stoeckle
Title: Authorized
Signatory
<PAGE>
Signature Pages to Amendment No. 4
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc., as Sub-
Advisor
By: /s/ Gregory Stoeckle
--------------------------------
Name: Gregory Stoeckle
Title: Authorized
Signatory
<PAGE>
Signature Pages to Amendment No. 4
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Michael D. Hatley
----------------------------------
Name: Michael D. Hatley
Title: Managing
Director
<PAGE>
Signature Pages to Amendment No. 4
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Michael D. Hatley
----------------------------------
Name: Michael D. Hatley
Title: Managing
Director
<PAGE>
Signature Pages to Amendment No. 4
ATHENA CDO, LIMITED,
as Lender
By: Pacific Investment
Management Company LLC, as
its Investment Advisor
By: /s/ Mohan V. Phansalkar
--------------------------------
Mohan V. Phansalkar
Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
AVALON CAPITAL, LTD. 2
By: INVESCO Senior Secured
Management, Inc., as
Portfolio Advisor
By: /s/ Gregory Stoeckle
------------------------------------
Name: Gregory Stoeckle
Title: Authorized
Signatory
<PAGE>
Signature Pages to Amendment No. 4
Banco Espirito Santo S.A., Nassau Branch
By: /s/ Andrew M. Orsen
-----------------------------------------
Name: Andrew M. Orsen
Title: Vice President
By: /s/ Terry R. Hull
-----------------------------------------
Name: Terry R. Hull
Title: Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC., as
Lender
By:
-----------------------------------------
Name:
Title:
By:
-----------------------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
BANK LEUMI USA,
as Lender
By: /s/ Joung Hee Hong
-----------------------------------------
Name: Joung Hee Hong
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
THE BANK OF AMERICA, N.A.,
as Lender
By: /s/ Steve A. Aronowitz
-----------------------------------------
Name: Steve A. Aronowitz
Title: Managing Director
<PAGE>
Signature Pages to Amendment No. 4
THE BANK OF NEW YORK., as Lender
By: /s/ David C. Siegel
-----------------------------------------
Name: David C. Siegel
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
THE BANK OF NOVA SCOTIA,
as Lender
By: /s/ William E. Zarrett
-----------------------------------------
Name: William E. Zarrett
Title: Managing Director
<PAGE>
Signature Pages to Amendment No. 4
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Lender
By: /s/ Karen Brinkman
-----------------------------------------
Name: Karen Brinkman
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
BANK POLSKA KASA OPIEKI, S.A.,
as Lender
By: /s/ Barry W. Henry
-----------------------------------------
Name: Barry W. Henry
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
BEDFORD CDO, LIMITED, as Lender
By: Pacific Investment
Management Company LLC, as
its Investment Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------------
Mohan V. Phansalkar
Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
BLACKROCK FINANCIAL
MANAGEMENT/BLACKROCK SENIOR
LOAN FUND, as Lender
By:
-----------------------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
BNP PARIBAS, as Lender
By /s/ Stephanie Rogers
-----------------------------------------
Name: Stephanie Rogers
Title: Vice President
By /s/ Duane Helkowski
-----------------------------------------
Name: Duane Helkowski
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
CAPTIVA III Finance Ltd.,
as Lender,
as advised by Pacific Investment
Management Company LLC
By: /s/ David Dyer
-----------------------------------------
Name: David Dyer
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
CAPTIVA IV Finance Ltd., as
Lender
as advised by Pacific Investment
Management Company LLC
By: /s/ David Dyer
-----------------------------------------
Name: David Dyer
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
CATALINA CDO, Ltd., as Lender
By: Pacific Investment
Management Company LLC, as
its Investment Advisor
By: /s/ Mohan V. Phansalkar
-------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
CERES II FINANCE LTD.
By: INVESCO Senior Secured
Management Inc., as Sub-
Managing Agent (Financial)
By: /s/ Gregory Stoeckle
--------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
CHANG HWA COMMERCIAL BANK LTD, as
Lender
By: /s/ Wan-Tu Yeh
------------------------
Name: Wan-Tu Yeh
Title: Senior Vice President
& General Manager
<PAGE>
Signature Pages to Amendment No. 4
CHIAO TUNG BANK CO., LTD,
as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
Crescent/Mach I Partners, L.P.
By: TCW Asset Management Company,
its Investment Manager
By: /s/ Mark L. Gold
------------------------
Name: Mark L. Gold
Title: Managing Director
<PAGE>
Signature Pages to Amendment No. 4
CYPRESSTREE INVESTMENT PARTNERS I,
LTD.
By: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
as Lender
By: /s/ Jonathan D. Sharkey
-------------------------
Name: Jonathan D. Sharkey
Title: Principal
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment
Management Company, Inc. its
Managing Member
as Lender
By: /s/ Jonathan D. Sharkey
-------------------------
Name: Jonathan D. Sharkey
Title: Principal
CYPRESSTREE INSTITUTIONAL FUND,
LLC
By: CypressTree Investment
Management Company, Inc. its
Managing Director
as Lender
By: /s/ Jonathan D. Sharkey
-------------------------
Name: Jonathan D. Sharkey
Title: Principal
<PAGE>
Signature Pages to Amendment No. 4
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf
of First Allmerica Financial
Life Insurance Company as
Portfolio Manager
as Lender
By: /s/ Jonathan D. Sharkey
-------------------------
Name: Jonathan D. Sharkey
Title: Principal
<PAGE>
Signature Pages to Amendment No. 4
DAI-ICHI KANGYO BANK, LIMITED,
as Lender
By: /s/ Christopher Fahey
-------------------------
Name: Christopher Fahey
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
DELANO COMPANY, as Lender
By: Pacific Investment
Management Company LLC,
as its Investment Advisor
By: /s/ Mohan V. Phansalkar
-------------------------
Mohan V. Phansalkar
Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
EATON VANCE CDO III, LTD.
as a Lender
By: Eaton Vance Management as
Investment Advisor
By: /s/ Scott H. Page
-------------------------
Name: Scott H. Page
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
EATON VANCE SENIOR INCOME TRUST,
as Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Scott H. Page
-------------------------
Name: Scott H. Page
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
ELC (CAYMAN) LTD., 1999-II,
as Lender
By: /s/ Amos N. Beason
-------------------------
Name: Amos N. Beason
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
ELC (CAYMAN) LTD., 2000-I
as Lender
By: /s/ Amos N. Beason
-------------------------
Name: Amos N. Beason
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
ELC (CAYMAN) LTD.,
as Lender
By: /s/ Amos N. Beason
-------------------------
Name: Amos N. Beason
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
ERSTE BANK DE OESTERREICHISCHEN
SPARKASSEN AG, as Lender
By: /s/ John Fay
-------------------------
Name: John Fay
Title: Assistant Vice
President
Erste Bank New York
Branch
By: /s/ John S. Runnion
-------------------------
Name: John S. Runnion
Title: First Vice President
Erste Bank New York
Branch
<PAGE>
Signature Pages to Amendment No. 4
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY, as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
FIRST UNION NATIONAL BANK, as
Lender
By: /s/ Jorge A. Gonzalez
-------------------------
Name: Jorge A. Gonzalez
Title: Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
FLEET NATIONAL BANK,
as Lender
By: /s/ Howard J. Diamond
-------------------------
Name: Howard J. Diamond
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
FRANKLIN FLOAT RATE TRUST,
as Lender
By: /s/ Chauncey Lufkin
-------------------------
Name: Chauncey Lufkin
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
FRANKLIN FLOATING RATE MASTER
SERIES, as Lender
By: /s/ Chauncey Lufkin
-------------------------
Name: Chauncey Lufkin
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
FUJI BANK, LIMITED,
as Lender
By: /s/ Nobuoki Koike
-------------------------
Name: Nobuoki Koike
Title: Vice President &
Senior Team Leader
<PAGE>
Signature Pages to Amendment No. 4
GALAXY CLO 1999-1, LTD., as Lender
By SAI Investment
Advisors Inc., its collateral
manager
By: /s/ Thomas G. Brandt
--------------------------
Name: Thomas G. Brandt
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By: /s/ Gregory Hong
-------------------------
Name: Gregory Hong
Title: Duly Authorized
Signatory
<PAGE>
Signature Pages to Amendment No. 4
State Street Bank & Trust Company,
As Trustee For General Motors
Employees Global Group Pension
Trust,
as Lender
By: /s/ Michael Connors
-------------------------
Name: Michael Connors
Title: Assistant Vice
President
State Street Bank and
Trust Company
<PAGE>
Signature Pages to Amendment No. 4
State Street Bank & Trust Company,
As Trustee For General Motors
Welfare Benefits Trust, as Lender
By: /s/ Michael Connors
-------------------------
Name: Michael Connors
Title: Assistant Vice
President
State Street Bank and
Trust Company
<PAGE>
Signature Pages to Amendment No. 4
INCOME STRATEGIES PORTFOLIO,
as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
INDOSUEZ CAPITAL FUNDING
IIA LIMITED
By: Indosuez Capital as
Portfolio Advisor
By: /s/ Lee M. Shaiman
-------------------------
Name: Lee M. Shaiman
Title: First Vice President
<PAGE>
Signature Pages to Amendment No. 4
INDOSUEZ CAPITAL FUNDING
III LIMITED
By: Indosuez Capital as
Portfolio Advisor
By: /s/ Lee M. Shaiman
-------------------------
Name: Lee M. Shaiman
Title: First Vice President
<PAGE>
Signature Pages to Amendment No. 4
INDOSUEZ CAPITAL FUNDING
IV, L.P.
By: Indosuez Capital, as
Portfolio Advisor
By: /s/ Lee M. Shaiman
-------------------------
Name: Lee M. Shaiman
Title: First Vice President
<PAGE>
Signature Pages to Amendment No. 4
ING (U.S.) CAPITAL LLC
FKA
INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION),
as Lender
By: /s/ Robert L. Fellows
-------------------------
Name: Robert L. Fellows
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
JACKSON NATIONAL LIFE INSURANCE
COMPANY,
as Lender
By: /s/ David C. Wagner
--------------------------
Name: David C. Wagner
Title: Vice President
By: PPM America, Inc., as
Attorney-in-fact, on behalf
of Jackson National Life
Insurance Company
<PAGE>
Signature Pages to Amendment No. 4
J/Z CBO (Delaware), LLC
By: J/Z CBO Corp., its General
Member
By: /s/
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
KEMPER FLOATING RATE FUND,
as Lender
By: /s/ Kelly D. Babson
-------------------------
Name: Kelly D. Babson
Title: Managing Director
<PAGE>
Signature Pages to Amendment No. 4
KEYPORT LIFE INSURANCE COMPANY,
as Lender
By: /s/ Brian W. Good
-------------------------
Name: Brian W. Good
Title: Senior Vice President
& Portfolio Manager
<PAGE>
Signature Pages to Amendment No. 4
KZH CNC LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH CRESCENT LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH CRESCENT-2 LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH CRESCENT-3 LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH CYPRESSTREE-1,
LLC, as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH ING-2 LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH ING-3 LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH LANGDALE LLC, as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH PONDVIEW LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH RIVERSIDE LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH SOLEIL LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH SOLEIL-2 LLC, as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH STERLING LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
KZH WATERSIDE LLC,
as Lender
By: /s/ Susan Lee
-------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
Longhorn CDO (Cayman) LTD
By: Merrill Lynch Investment
Managers, L.P.,
as Investment Advisor
By: /s/ Joseph Moroney
-------------------------
Name: Joseph Moroney
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
MAGNETITE ASSET INVESTORS LLC, as
Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
MAGNETITE-CBO II, as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,
as Lender
By: David L. Babson & Company
Inc. as Investment Advisor
By: /s/
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
MELLON BANK, N.A.,
as Lender
By: /s/ Edward L. McGrath
-------------------------
Name: Edward L. McGrath
Title: First Vice President
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH CAPITAL
CORPORATION, as Lender
By: /s/ Carol J.E. Feeley
-------------------------
Name: Carol J.E. Feeley
Title: Vice President
Merrill Lynch Capital
Corp.
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH GLOBAL INVESTMENT
SERIES: BANK LOAN INCOME
PORTFOLIO
By: Merrill Lynch Investment
Managers, L.P. as Investment
Advisor
By: /s/ Joseph Moroney
-------------------------
Name: Joseph Moroney
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Investment
managers, L.P. as Investment
Advisor
By: /s/ Joseph Moroney
-------------------------
Name: Joseph Moroney
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC., as Lender
By: /s/ Joseph Moroney
-------------------------
Name: Joseph Moroney
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Joseph Moroney
--------------------------
Name: Joseph Moroney
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES
PORTFOLIO
By: Merrill Lynch Investment
Managers, L.P. as Investment
Advisor
By: /s/ Joseph Moroney
--------------------------
Name: Joseph Moroney
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH, PIERCE, FENNER &
SMITH, INCORPORATED, as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
TORONTO DOMINION (TEXAS), INC.,
as Lender
By: /s/ Lynn Chasin
-------------------------
Name: Lynn Chasin
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
TRUST COMPANY OF THE WEST/TCW JZ
CBO DELAWARE LLC., as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
VAN KAMPEN
PRIME RATE INCOME TRUST
By: Van Kampen Investment
Advisory Corp.
By: /s/ Darvin D. Pierce
-------------------------
Name: Darvin D. Pierce
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
VAN KAMPEN
SENIOR FLOATING RATE FUND
By: Van Kampen Investment
Advisory Corp.
By: /s/ Darvin D. Pierce
-------------------------
Name: Darvin D. Pierce
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment
Advisory Corp.
By: /s/ Darvin D. Pierce
-------------------------
Name: Darvin D. Pierce
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
WEBSTER BANK, as Lender
By: /s/ Paul T. Savino
-------------------------
Name: Paul T. Savino
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
WINGED FOOT FUNDING TRUST, as
Lender
By: /s/ Ann E. Morris
-------------------------
Name: Ann E. Morris
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
MERRILL LYNCH, PIERCE, FENNER &
SMITH, INC., as Lender
By: /s/ Carol J.E. Feeley
-------------------------
Name: Carol J.E. Feeley
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST,
as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
MOUNTAIN CAPITAL CLO 1, LTD.,
as Lender
By: /s/ Darren P. Riley
-------------------------
Name: Darren P. Riley
Title: Director
<PAGE>
Signature Pages to Amendment No. 4
NATEXIS BANQUE POPULAIRES,
as Lender
By:
-------------------------
Name:
Title: SVP
By: /s/ Gary Kania
-------------------------
Name: Gary Kania
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
NATIONAL CITY BANK, CLEVELAND,
as Lender
By: /s/ Lisa B. Lisi
-------------------------
Name: Lisa B. Lisi
Title: Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Michael D. Hatley
-------------------------
Name: Michael D. Hatley
Title: Managing Director
<PAGE>
Signature Pages to Amendment No. 4
NORTH AMERICAN SENIOR FLOATING
RATE FUND
By: CypressTree Investment
Management Company, Inc. as
Portfolio Manager,
as Lender
By: /s/ Jonathan D. Sharkey
-------------------------
Name: Jonathan D. Sharkey
Title: Principal
<PAGE>
Signature Pages to Amendment No. 4
NORTHWOODS CAPITAL, LIMITED,
as Lender
By: Angelo Gordon Co., L.P., as
Collateral _________
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
NUVEEN FLOATING RATE FUND,
as Lender
By: /s/
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured
Management, Inc., as
Sub-Advisor
By: /s/ Gregory Stoeckle
-------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<PAGE>
Signature Pages to Amendment No. 4
OLYMPIC FUNDING TRUST SERIES
1999-1, as Lender
By: /s/ Ann E. Morris
-------------------------
Name: Ann E. Morris
Title: Authorized Agent
<PAGE>
Signature Pages to Amendment No. 4
ORIX USA CORPORATION,
as Lender
By: /s/ Hiro Miyauchi
-------------------------
Name: Hiro Miyauchi
Title: Executive Vice President
<PAGE>
Signature Pages to Amendment No. 4
Name of Institution:
OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as Manager
By: /s/ Daniel Slotkin
-------------------------
Name: Daniel Slotkin
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
OXFORD STRATEGIC INCOME FUND, as
Lender
By: Eaton Vance Management, as
Investment Advisor
By: /s/ Scott H. Page
-------------------------
Name: Scott H. Page
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
PRIME INCOME TRUST, as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
ROYALTON COMPANY, as Lender
By: Pacific Investment
Management Company LLC, as
its Investment Advisor
By: /s/ Mohan V. Phansalkar
-------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
<PAGE>
Signature Pages to Amendment No. 4
SENIOR DEBT PORTFOLIO,
as Lender
By: Boston Management and
Research, as Investment
Advisor
By: /s/ Scott H. Page
-------------------------
Name: Scott H. Page
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
SUQUILS-ING 1 (HBDGM0), LTD.,
as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
SEQUILS I, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Mark L. Gold
-------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Jonathan I. Berg
-------------------------
Name: Jonathan I. Berg
Title: Assistant Vice
President
<PAGE>
Signature Pages to Amendment No. 4
SEQUILS IV, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Mark L. Gold
-------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Jonathan I. Berg
-------------------------
Name: Jonathan I. Berg
Title: Assistant Vice
President
<PAGE>
Signature Pages to Amendment No. 4
SOMERS CDO, LIMITED,
as Lender
By: David L. Babson & Company
Inc. under delegated
authority from Massachusetts
Mutual Life Insurance
Company as Collateral
Manager
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
SRF TRADING, INC.,
as Lender
By: /s/ Ann E. Morris
-------------------------
Name: Ann E. Morris
Title: Assistant Vice
President
<PAGE>
Signature Pages to Amendment No. 4
STANFIELD CLO LTD., as Lender
By: Stanfield Capital Partners
LLC as its Collateral Manager
By: /s/ Christopher A. Bondy
-------------------------
Name: Christopher A. Bondy
Title: Partner
<PAGE>
Signature Pages to Amendment No. 4
TRUST COMPANY OF THE WEST/TCW JZ
CBO DELAWARE LLC, as Lender
By:
-------------------------
Name:
Title:
<PAGE>
Signature Pages to Amendment No. 4
VAN KAMPEN
PRIME RATE INCOME TRUST
By: Van Kampen Investment
Advisory Corp.
By: /s/ Darvin D. Pierce
-------------------------
Name: Darvin D. Pierce,
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
VAN KAMPEN
SENIOR FLOATING RATE FUND
By: Van Kampen Investment
Advisory Corp.
By: /s/ Darvin D. Pierce
-------------------------
Name: Darvin D. Pierce
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
VAN KAMPEN
SENIOR INCOME TRUST
By: Van Kampen Investment
Advisory Corp.
By: /s/ Darvin D. Pierce
-------------------------
Name: Darvin D. Pierce
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
WEBSTER BANK, as Lender
By: /s/ Paul T. Savino
-------------------------
Name: Paul T. Savino
Title: Vice President
<PAGE>
Signature Pages to Amendment No. 4
WINGED FOOT FUNDING TRUST,
as Lender
By: /s/ Ann E. Morris
-------------------------
Name: Ann E. Morris
Title: Authorized Agent
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