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Previous: SUPERIOR TELECOM INC, 10-Q, 2000-11-14 |
Next: SUPERIOR TELECOM INC, 10-Q, EX-10.2, 2000-11-14 |
<PAGE>
Exhibit 10.1
AMENDMENT NUMBER THREE and Waiver, dated as of March 13, 2000
("Amendment and Waiver"), to the Amended and Restated Credit Agreement dated as
of November 27, 1998, as last amended by Amendment No. 2 and Waiver, dated as of
December 10, 1999, (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 wish (a) to adjust certain negative covenants
in Section 8, (b) to amend a definition in Section 10, and (c) to waive
compliance with a negative covenant in Section 8 of the Credit Agreement; 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 Waiver; and
WHEREAS the consent of the Required Lenders is necessary to effect
this Amendment and Waiver;
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:
<PAGE>
-2-
SECTION ONE - Amendment
The Credit Agreement is amended as hereinafter provided in this
Section One, effective as of March 13, 2000 (the "Amendment Effective Date").
1.1. Amendments to Section 8 (Negative Covenants) of the Credit Agreement
(a) Section 8.08(f) shall be amended by deleting the text thereof in its
entirety and replacing it with the following:
"(f) The Company may make the Capital Expenditures (i) contemplated
by Sections 8.02(q) and (s) and (ii) the Capital Expenditures as set forth
in Schedule 8.08(f), and the amounts of such Capital Expenditures shall
not reduce the amount set forth in Section 8.08(a)."
(b) 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:
<PAGE>
-3-
($ in millions)
Test Period Ending: Amount:
------------------ ------
01/31/1999 $ 36.0
03/31/1999 60.0
06/30/1999 130.0
09/30/1999 180.0
12/31/1999 260.0
03/31/2000 235.0
06/30/2000 235.0
09/30/2000 240.0
12/31/2000 255.0
03/31/2001 260.0
06/30/2001 265.0
09/30/2001 270.0
12/31/2001 270.0
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 380.0
day of each
Fiscal Quarter thereafter "
(c) Section 8.10 shall be amended to read as follows:
"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:
<PAGE>
-4-
Test Period Ending: Ratio:
------------------ -----
03/31/1999 1.75x
06/30/1999 1.75x
09/30/1999 1.80x
12/31/1999 1.85x
03/31/2000 1.75x
06/30/2000 1.75x
09/30/2000 1.75x
12/31/2000 1.85x
03/31/2001 1.90x
06/30/2001 1.95x
09/30/2001 2.00x
12/31/2001 2.05x
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
3.50x
12/31/2003 and the last
day of each
Fiscal Quarter thereafter "
(d) 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:
<PAGE>
-5-
Test Period Ending: Ratio:
------------------ -----
03/31/1999 5.50x
06/30/1999 5.50x
09/30/1999 5.25x
12/31/1999 5.25x
03/31/2000 5.65x
06/30/2000 5.65x
09/30/2000 5.45x
12/31/2000 5.00x
03/31/2001 4.90x
06/30/2001 4.80x
09/30/2001 4.70x
12/31/2001 4.60x
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
09/30/2003 2.75x
12/31/2003 and the last 2.75x
day of each
Fiscal Quarter thereafter "
1.2. Amendments to Section 10(Definitions) of the Credit Agreement.
Section 10 shall be amended by deleting the definition of "Mexican
Subsidiaries" and replace it with the following:
"'Mexican Subsidiaries' shall mean any Wholly-Owned Subsidiary of
the Company, Essex or any of their respective Subsidiaries organized to
make the acquisitions and Investments contemplated by Section 8.02(s)."
SECTION TWO - Waiver
The Lenders hereby waive compliance by the Company with Section
8.02(d) (Consolidation, Merger, Sale or Purchase
<PAGE>
-6-
of Assets, etc.) with respect to the sale of substantially all of the Company's
Pawtucket, Rhode Island related assets.
SECTION THREE - CONDITIONS TO EFFECTIVENESS
This Amendment and Waiver shall become effective as of the Amendment
Effective Date when, and only when, the Administrative Agent shall have received
(i) counterparts of this Amendment and Waiver 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 Waiver and
(ii) a one-time cash fee for each Lender that executes and delivers a signature
page to this Amendment and Waiver not later than the close of business (New York
time) on March 13, 2000 in the aggregate amount equal to 0.20% 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.
Further, the effectiveness of this Amendment and Waiver (other than Section Four
hereof) is conditioned upon the accuracy of the representations and warranties
set forth in Section Four hereof.
SECTION FOUR - REPRESENTATIONS AND WARRANTIES
The Parent and the Company hereby confirms, reaffirms and restates
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 represen-
<PAGE>
-7-
tations 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 Waiver and has taken all
corporate actions necessary to authorize the execution, delivery and
performance of this Amendment and Waiver;
(b) No Default or Event of Default has occurred which 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 and Waiver;
(d) This Amendment and Waiver 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 accordance 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 and
Waiver will not violate (i) any provision of
<PAGE>
-8-
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 FIVE - 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 and Waiver 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 AND WAIVER 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 and Waiver 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 and Waiver. All
terms, provisions, covenants, representations, warranties, agreements and
conditions contained in the Credit Agreement, as amended hereby, shall remain in
full force and effect.
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
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
S-1
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
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
S-2
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ESSEX GROUP, INC.,
as Borrower and Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
ESSEX INTERNATIONAL INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
S-3
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ACTIVE INDUSTRIES, INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
DIAMOND WIRE & CABLE CO.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
ESSEX GROUP, INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
ESSEX GROUP MEXICO INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
ESSEX MEXICO HOLDINGS, L.L.C., as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
S-4
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ESSEX SERVICES, INC.,
as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
ESSEX TECHNOLOGY, INC.,
as Guarantor
By: /s/
-----------------------------------
Name:
Title:
ESSEX WIRE CORPORATION,
as Guarantor
By: /s/ David A. Owen
-----------------------------------
Name:
Title:
S-5
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANKERS TRUST COMPANY,
as Administrative Agent
By: /s/ Gina S. Thompson
-----------------------------------
Name: Gina S. Thompson
Title: Vice President
S-6
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
FLEET NATIONAL BANK,
as Syndication Agent
By: /s/ Howard J. Diamond
-----------------------------------
Name: Howard J. Diamond
Title: Vice President
S-7
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MERRILL LYNCH & CO.,
as Documentation Agent
By: /s/ Carol J.E. Feeley
-----------------------------------
Name: Carol J.E. Feeley
Title: Director
S-8
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANKERS TRUST COMPANY,
as Lender
By: /s/ Gina S. Thompson
--------------------
Name: Gina S. Thompson
Title: Vice President
S-9
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ABN AMRO BANK N.V.,
as Lender
By: /s/ Thomas M. Toerpe
-----------------------------------
Name: Thomas M. Toerpe
Title: Vice President
By: /s/ Darin P. Fischer
-----------------------------------
Name: Darin P. Fischer
Title: Assistant Vice President
S-10
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
AG CAPITAL FUNDING PARTNERS, L.P.,
as Lender
By: Angelo, Gordon & Co., L.P.
as Investment Adviser
By: /s/
-----------------------------------
Name:
Title:
S-11
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ALLSTATE LIFE INSURANCE COMPANY, as Lender
By: /s/
-----------------------------------
Name:
Title:
By: /s/
-----------------------------------
Name:
Title:
S-12
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ARCHIMEDES FUNDING II, LTD.,
as Lender
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Michael J. Campbell
-----------------------------------
Name: Michael J. Campbell
Title: Senior Vice President &
Portfolio Manager
S-13
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ARCHIMEDES FUNDING III, LTD.,
as Lender
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Michael J. Campbell
-----------------------------------
Name: Michael J. Campbell
Title: Senior Vice President &
Portfolio Manager
S-14
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ATHENA CDO, LIMITED,
as Lender
By: Pacific Investment Management
Company, as its Investment Advisor
By: /s/
-----------------------------------
Name:
Title:
S-15
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC., as Lender
By: /s/ Robert M. Biringer
-----------------------------------
Name: Robert M. Biringer
Title: Executive Vice President
By: /s/ William E. McCollum, Jr.
-----------------------------------
Name: William E. McCollum, Jr.
Title: Vice President
S-16
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANK LEUMI TRUST COMPANY NEW YORK, as Lender
By: /s/ Joung Hee Hong
-----------------------------------
Name: Joung Hee Hong
Title: Vice President
S-17
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
THE BANK OF AMERICA, N.A., as Lender
By: /s/ Steve A. Aronowitz
-----------------------------------
Name: Steve A. Aronowitz
Title: Managing Director
S-18
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANK OF NOVA SCOTIA,
as Lender
By: /s/ W.J. Brown
-----------------------------------
Name: W.J. Brown
Title: Vice President
S-19
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY, as Lender
By: /s/ Nicholas J. Campbell
-----------------------------------
Name: Nicholas J. Campbell
Title: Vice President
S-20
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANK POLSKA KASA OPIEKI, S.A.,
as Lender
By: /s/ Barry W. Henry
-----------------------------------
Name: Barry W. Henry
Title: Vice President
S-21
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANQUE NATIONALE DE PARIS,
as Lender
By: /s/ Stephanie Rogers
-----------------------------------
Name: Stephanie Rogers
Title: Vice President
By: /s/ Serge Desrayaud
-----------------------------------
Name: Serge Desrayaud
Title: Vice President/ Team Leader
S-22
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BANCO ESPIRITO SANTO S.A.,
NASSAU BRANCH, as Lender
By: /s/ Andrew W. Orsen
-----------------------------------
Name: Andrew W. Orsen
Title: Vice President
By: /s/ Terry R. Hull
-----------------------------------
Name: Terry R. Hull
Title: Senior Vice President
S-23
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
BEDFORD CDO, LIMITED, as Lender
By: Pacific Investment Management
Company, as its Investment Advisor
By: /s/
-----------------------------------
Name:
Title:
S-24
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CAPTIVA III FINANCE LTD.,
as Lender,
As advised by Pacific Investment
Management Company
By: /s/ David Dyer
-----------------------------------
Name: David Dyer
Title: Director
S-25
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CAPTIVA IV FINANCE LTD., as Lender
As advised by Pacific Investment
Management Company
By: /s/ John H. Cullinane
-----------------------------------
Name: John H. Cullinane
Title: Director
S-26
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CHANG HWA COMMERCIAL BANK LTD, as Lender
By: /s/ Wan-Tu Yeh
-----------------------------------
Name: Wan-Tu Yeh
Title: Vice President and General Manager
S-27
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
Crescent/MACH I PARTNERS, L.P.,
as Lender
By: TCW Asset Management Company,
Its Investment Manager
By: /s/ Justin L. Driscoll
-----------------------------------
Name: Justin L. Driscoll
Title: Senior Vice President
S-28
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
DAI-ICHI KANGYO BANK, LIMITED,
as Lender
By: /s/ Christopher Fahey
-----------------------------------
Name: Christopher Fahey
Title: Vice President
S-29
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
DELANO COMPANY, as Lender
By: Pacific Investment Management Company,
as its Investment Advisor
By: /s/
-----------------------------------
Name:
Title:
S-30
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
EATON VANCE SENIOR INCOME TRUST,
as Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson S. Swaffield
-----------------------------------
Name: Payson S. Swaffield
Title: Vice President
S-31
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ERSTE BANK DE OESTERREICHISCHEN SPA,
as Lender
By: /s/ Anca Trifan
-----------------------------------
Name: Anca Trifan
Title: Vice President
By: /s/ John S. Runnion
-----------------------------------
Name: John S. Runnion
Title: First Vice President
S-32
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ Thomas M. Harper
-----------------------------------
Name: Thomas M. Harper
Title: Vice President
S-33
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
FLEET NATIONAL BANK,
as Lender
By: /s/ Howard J. Diamond
-----------------------------------
Name: Howard J. Diamond
Title: Vice President
S-34
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
FRANKLIN FLOAT RATE TRUST,
as Lender
By: /s/ Chauncey Lufkin
-----------------------------------
Name: Chauncey Lufkin
Title: Vice President
S-35
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
FUJI BANK, LIMITED,
as Lender
By: /s/ John D. Doyle
-----------------------------------
Name: John D. Doyle
Title: Vice President and Manager
S-36
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
By: /s/ Gregory Hong
-----------------------------------
Name: Gregory Hong
Title: Duly Authorized Signatory
S-37
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
INDOSUEZ CAPITAL FUNDING
IIA, LIMITED, as Lender
By: Indosuez Capital, as Portfolio Advisor
By: /s/ Meliss Marano
-----------------------------------
Name: Melissa Marano
Title: Vice President
S-38
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
INDOSUEZ CAPITAL FUNDING
IV, L.P., as Lender
By: Indosuez Capital, as Portfolio Advisor
By: /s/ Melissa Marano
-----------------------------------
Name: Melissa Marano
Title: Vice President
S-39
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
INDOSUEZ CAPITAL FUNDING, III,
LIMITED, as Lender
By: /s/ Melissa Marano
-----------------------------------
Name: Melissa Marano
Title: Vice President
S-40
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ING (U.S.) CAPITAL LLC (f/k/a
INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION),
as Lender
By: /s/ Robert L. Fellows
-----------------------------------
Name: Robert L. Fellows
Title: Director
S-41
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
By: PPM AMERICA, INC., as attorney in fact,
on behalf of JACKSON NATIONAL LIFE
INSURANCE COMPANY, as Lender
By: /s/ John Walding
-----------------------------------
Name: John Walding
Title: Managing Director
S-42
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KEMPER FLOATING RATE FUND,
as Lender
By: /s/ Mark E. Wittnebel
-----------------------------------
Name: Mark E. Wittnebel
Title: Senior Vice President
S-43
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
STEIN ROE & FARMHAM INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE COMPANY,
as Lender
By: /s/ James R. Fellows
-----------------------------------
Name: James R. Fellows
Title: Vice President
S-44
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH CNC LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-45
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH CRESCENT LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-46
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH CRESCENT-2 LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-47
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH CRESCENT-3 LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-48
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH CYPRESSTREE-1,
LLC, as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-49
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH ING-2 LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-50
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH ING-3 LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Lee
S-51
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH LANGDALE LLC, as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-52
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH PONDVIEW LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-53
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH RIVERSIDE LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-54
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH SOLEIL LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-55
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH SOLEIL-2 LLC, as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-56
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH STERLING LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-57
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH WATERSIDE LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-58
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
as Lender
By: /s/ Steven J. Katz
-----------------------------------
Name: Steven J. Katz
Title: Second Vice President &
Associate General Counsel
S-59
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MELLON BANK, N.A.,
as Lender
By: /s/ Edward L. McGrath
-----------------------------------
Name: Edward L. McGrath
Title: Vice President
S-60
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MERRILL LYNCH CAPITAL CORPORATION, as Lender
By: /s/ Carel J.E. Feeley
-----------------------------------
Name: Carol J.E. Feeley
Title: Vice President
S-61
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MERRILL LYNCH GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO, as Lender
By: Merrill Lynch Asset Management, L.P., as
Investment Manager
By: /s/ Joseph Moroney
-----------------------------------
Name: Joseph Moroney
Title: Authorized Signatory
S-62
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MERRILL LYNCH PRIME RATE PORTFOLIO, as Lender
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By: /s/ Joseph Moroney
-----------------------------------
Name: Joseph Moroney
Title: Authorized Signatory
S-63
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MERRILL LYNCH SENIOR FLOATING RATE
FUND II, INC., as Lender
By: /s/ Joseph Moroney
-----------------------------------
Name: Joseph Moroney
Title: Authorized Signatory
S-64
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.,
as Lender
By: /s/ Joseph Moroney
-----------------------------------
Name: Joseph Moroney
Title: Authorized Signatory
S-65
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MERRILL LYNCH, PIERCE, FENNER & SMITH,
INCORPORATED, as Lender
By: /s/ Neil Brisson
-----------------------------------
Name: Neil Brisson
Title: Director
S-66
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST, as Lender
By: /s/ Sheila Finnerty
-----------------------------------
Name: Sheila Finnerty
Title: Senior Vice President
S-67
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
MOUNTAIN CAPITAL CLO 1, LTD.,
as Lender
By: /s/ Darren P. Riley
-----------------------------------
Name: Darren P. Riley
Title: Director
S-68
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
NATEXIS BANQUE BFCE,
as Lender
By: /s/ Frank H. Madden, Jr.
-----------------------------------
Name: Frank H. Madden, Jr.
Title: Vice President and Group Manager
By: /s/ John Stewart
-----------------------------------
Name: John Stewart
Title: Associate
S-69
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
NATIONAL CITY BANK,
as Lender
By: /s/ Joseph D. Robison
-----------------------------------
Name: Joseph D. Robison
Title: Vice President
S-70
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
NORTHWOODS CAPITAL, LIMITED, as Lender
By: Angelo, Gordon & Co., L.P.,
as Collateral Manager
By: /s/
-----------------------------------
Name:
Title:
S-71
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
OLYMPIC FUNDING TRUST SERIES
1999-1, as Lender
By: /s/ Kelly C. Walker
-----------------------------------
Name: Kelly C. Walker
Title: Authorized Agent
S-72
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ORIX USA CORPORATION,
as Lender
By: /s/ Hiroyuki Miyauchi
-----------------------------------
Name: Hiroyuki Miyauchi
Title: Executive Vice President
S-73
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
OXFORD STRATEGIC INCOME FUND, as Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
-----------------------------------
Name: Payson F. Swaffield
Title: Vice President
S-74
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ROYALTON COMPANY,
as Lender
By: Pacific Investment Management Company,
as its Investment Advisor
By: /s/
-----------------------------------
Name:
Title:
S-75
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
SENIOR DEBT PORTFOLIO,
as Lender
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson F. Swaffield
-----------------------------------
Name: Payson F. Swaffield
Title: Vice President
S-76
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
SOMERS CDO, LIMITED,
as Lender
By: Massachusetts Mutual Life Insurance
Company, as Collateral Manager
By: /s/ Steven J. Katz
-----------------------------------
Name: Steven J. Katz
Title: Second Vice President
and Associate General
S-77
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
SRF TRADING, INC.,
as Lender
By: /s/ Kelly C. Walker
-----------------------------------
Name: Kelly C. Walker
Title: Vice President
S-78
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
STANFIELD CLO, LTD.,
as Lender
By: Stanfield Capital Partners LLC, as its
Collateral Manager
By: /s/ Gregory L. Smith
-----------------------------------
Name: Gregory L. Smith
Title: Partner
S-79
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY,
as Lender
By: /s/ James R. Fellows
-----------------------------------
Name: James R. Fellows
Title: Vice President
S-80
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
SUNTRUST BANK, ATLANTA,
as Lender
By: /s/ J. Christopher Deisley
-----------------------------------
Name: J. Christopher Deisley
Title: Director
By: /s/ Justin Wilde
-----------------------------------
Name:
Title:
S-81
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
TCW LEVERAGED INCOME TRUST II, L.P., as Lender
By: TCW Advisers (Bermuda), Ltd.,
as General Partner
By: /s/ Justin L. Driscoll
-----------------------------------
Name: Justin L. Driscoll
Title: Senior Vice President
By: TCW Investment Management Company,
as Investment Adviser
By: /s/ Jonathan I. Berg
-----------------------------------
Name: Jonathan I. Berg
Title: Assistant Vice President
S-82
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
THE BANK OF NEW YORK, as Lender
By: /s/ David C. Siegel
-----------------------------------
Name: David C. Siegel
Title: Vice President
S-83
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
THE TRAVELERS INSURANCE COMPANY,
as Lender
By: /s/ Allen R. Cantrell
-----------------------------------
Name: Allen R. Cantrell
Title: Investment Officer
S-84
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
TORONTO DOMINION (NEW YORK), INC., as Lender
By: /s/ Jorge A. Garcia
-----------------------------------
Name: Jorge A. Garcia
Title: Vice President
S-85
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
TORONTO DOMINION (TEXAS), INC.,
as Lender
By: /s/ Alva J. Jones
-----------------------------------
Name: Alva J. Jones
Title: Vice President
S-86
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
TRAVELERS CORPORATE LOAN FUND, INC., as Lender
By: Travelers Asset Management International
Company LLC
By: /s/ Allen R. Cantrell
-----------------------------------
Name: Allen R. Cantrell
Title: Investment Officer
S-87
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
VAN KAMPEN PRIME RATE INCOME TRUST,
as Lender
By: Van Kampen Investment Advisory Corp.
By: /s/ Darvin D. Pierce
-----------------------------------
Name: Darvin D. Pierce
Title: Vice President
S-88
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
WEBSTER BANK, as Lender
By: /s/ Paul T. Savino
-----------------------------------
Name: Paul T. Savino
Title: Vice President
S-89
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
WINGED FOOT FUNDING TRUST,
as Lender
By: /s/ Kelly C. Walker
-----------------------------------
Name: Kelly C. Walker
Title: Authorized Agent
S-90
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ELC (CAYMAN) LTD.,
as Lender
By: /s/ Joseph H. Towell
-----------------------------------
Name: Joseph H. Towell
Title: Senior Vice President
S-91
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ELC (CAYMAN) LTD., 1999-II,
as Lender
By: /s/ Joseph H. Towell
-----------------------------------
Name: Joseph H. Towell
Title: Senior Vice President
S-92
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
ELC (CAYMAN) LTD., 1999-III,
as Lender
By: /s/ Joseph H. Towell
-----------------------------------
Name: Joseph H. Towell
Title: Senior Vice President
S-93
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Jonathan D. Sharkey
-----------------------------------
Name: Jonathan D. Sharkey
Title: Principal
S-94
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management Company,
Inc., its Managing Manager
By: /s/ Jonathan D. Sharkey
-----------------------------------
Name: Jonathan D. Sharkey
Title: Principal
S-95
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY,
INC., as Attorney-in-Fact and on Behalf of
FIRST ALLMERICA FINANCIAL LIFE INSURANCE
COMPANY, as Portfolio Manager
By: /s/ Jonathan D. Sharkey
-----------------------------------
Name: Jonathan D. Sharkey
Title: Principal
S-96
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management Company,
Inc., its Managing Manager
By: /s/ Jonathan D. Sharkey
-----------------------------------
Name: Jonathan D. Sharkey
Title: Principal
S-97
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By: /s/ Jonathan D. Sharkey
-----------------------------------
Name: Jonathan D. Sharkey
Title: Principal
S-98
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
LIBERTY-STEIN ROE ADVISOR FLOATING RATE
ADVANTAGE FUND, as Lender
By: Stein Roe & Farnham Incorporated,
as Advisor
By: /s/ James R. Fellows
-----------------------------------
Name: James R. Fellows
Title: Vice President
S-99
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
KZH III LLC,
as Lender
By: /s/ Susan Lee
-----------------------------------
Name: Susan Lee
Title: Authorized Agent
S-100
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisors Inc.,
its collateral manager
By: /s/ Steven B. Staver
-----------------------------------
Name: Steven B. Staver
Title: Authorized Agent
S-101
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
STANFIELD CLO, LTD.,
as Lender
By: Stanfield Capital Partners
LLC, as its Collateral Manager
By: /s/ Gregory L. Smith
-----------------------------------
Name: Gregory L. Smith
Title: Partner
S-102
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
LONGHORN CDO (CAYMAN) LTD,
as Lender
By: /s/ Joseph Moroney
-----------------------------------
Name: Joseph Moroney
Title: Authorized Signatory
S-103
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
INVESCO-AMARA-1 FINANCE, LTD.,
as Lender
By: /s/ Gregory Stoeckle
-----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
S-104
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
INVESCO-OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, LTD., as Lender
By: /s/ Gregory Stoeckle
-----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
S-105
<PAGE>
Signature Pages to Amendment No. 3 and Waiver
CATALINA CDO LTD.
By: Pacific Investment Management Company,
as its investment advisor
By: /s/
-----------------------------------
Name:
Title:
S-106
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