EXECUTION COPY
SECOND AMENDMENT, CONSENT AND WAIVER
dated as of June 28, 2000 (this "Amendment"),
to the Credit Agreement, dated as of June 3,
1999, as amended on December 3, 1999 (as
amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"),
among RCN CORPORATION, (the "Company"), RCN
TELECOM SERVICES OF PENNSYLVANIA, INC., RCN
CABLE SYSTEMS, INC., JAVANET, INC., RCN
FINANCIAL MANAGEMENT, INC., UNET HOLDING,
INC., INTERPORT COMMUNICATIONS CORP. and ENET
HOLDING, INC. (collectively, the
"Borrowers"), the LENDERS party thereto, and
THE CHASE MANHATTAN BANK, as Administrative
Agent and Collateral Agent.
WHEREAS, pursuant to the Credit Agreement, the
Lenders have agreed to make certain loans to the Borrowers;
and
WHEREAS the Company and the Borrowers have
requested that certain provisions of the Credit Agreement be
modified in the manner provided for in this Amendment, and
the Lenders are willing to agree to such modifications,
consents and waivers as provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used and not
defined herein shall have the meanings given to them in the
Credit Agreement, as amended hereby.
2. Amendments to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby
amended as follows:
(i) the definition of the term "Class" is hereby
amended by (1) deleting the word "or" after the words
"Tranche A Term Loans" and replacing it with a comma
and (2) inserting the words "or Incremental Loans"
after the words "Tranche B Terms Loans";
(ii) the definition of the term "EBITDA" is hereby
amended by inserting, immediately before the word
"minus", the following: "(e) all non-cash charges
associated with stock-based compensation, and";
(iii) the definition of the term "Mortgaged
Property" is hereby amended by (1) deleting the period
at the end of such definition and replacing it with a
semicolon and (2) inserting the words "provided, that
the term "Mortgaged Property" shall not include the New
Facility Property." after such semicolon;
<PAGE>
(iv) the definition of the term "Term Loans" is
hereby amended by (1) deleting the word "and" after the
words "Tranche A Term Loans" and replacing it with a
comma, and (2) inserting the words "and Incremental
Loans" after the words "Tranche B Term Loans"; and
(v) the following definitions are added, in the
appropriate alphabetical order, as follows:
"Incremental Loans" shall have the meaning
assigned to such term in Section 2.07(d).
"New Facility Property" shall mean the property
owned by RLH Property Corporation, a subsidiary of the
Company, on which a new headquarters facility will be
constructed by the New Jersey Economic Development Authority
and leased to the Company.
(b) Section 2.07 of the Credit Agreement is
amended by (i) inserting the words "; Incremental Loans"
after the word "Commitments" in the title of such Section
(making the corresponding change to the Table of Contents),
and (ii) inserting the following paragraph as a new Section
2.07(d):
"(d) At any time, the Borrowers may, by
notice to the Administrative Agent (which
shall promptly deliver a copy to each of the
Lenders), request the addition of a new
tranche of Term Loans (the "Incremental
Loans"). The Incremental Loans (i) shall be
in an aggregate principal amount not in
excess of $500,000,000, (ii) shall be Term
Loans for all purposes hereunder (including
for purposes of sharing of Collateral,
Guarantees and prepayments),(iii) shall have
such pricing as may be agreed by the
Borrowers and the Lenders providing such
Incremental Loans and shall otherwise have
the same terms as the Term Loans; provided,
that the Applicable Spread for the
Incremental Loans shall not exceed the
Applicable Spread for the Tranche B Term
Loans by more than 25 basis points and, to
the extent the Applicable Spread for the
Incremental Loans exceeds the Applicable
Spread for the Tranche B Term Loans by more
than 25 basis points, the Applicable Spread
for the Tranche B Term Loans shall be
adjusted upwards so that it is no more than
25 basis points less than the Applicable
Spread for the Incremental Loans, and (iv)
shall be payable in consecutive quarterly
installments with an average life to maturity
not shorter than that for the Tranche B Term
Loans. The Borrowers shall have the right to
arrange for one or more banks or other
financial institutions (any such bank or
other financial institution being called an
"Additional Lender") to extend commitments to
provide Incremental Loans in an aggregate
amount equal to the amount, if any, by which
the commitments by the Lenders to provide
such Incremental Loans are less than the
amount thereof requested by the Borrowers,
provided that each Additional Lender shall be
subject to the approval of the Borrowers and
the Administrative Agent (which approval
shall not be unreasonably withheld).
<PAGE>
Commitments in respect of Incremental Loans
shall become Commitments under this Agreement
pursuant to an amendment to this Agreement
executed by each of the Borrowers, each
Lender agreeing to provide such Commitment,
each Additional Lender, if any, the Issuing
Bank and the Administrative Agent, and such
amendments to the other Loan Documents as the
Administrative Agent shall reasonably deem
appropriate to effect such purpose. The
effectiveness of such amendment shall be
subject to the satisfaction on the date
thereof of each of the conditions set forth
in paragraphs (a) and (b) of Section 4.02 and
such other customary conditions precedent
(including the delivery of opinions of legal
counsel) as may be reasonably requested by
the Administrative Agent.
(c) Section 2.09(f) of the Credit Agreement is
hereby amended by deleting the word "either" and replacing
it with the word "any".
(d) Section 2.12(b) of the Credit Agreement is
hereby amended by deleting the word "Rate" and replacing it
with the word "Spread".
(e) Section 5.11 of the Credit Agreement is hereby
amended by adding the following paragraph immediately after
Section 5.11(c):
"(d) No part of the proceeds of any Loan will
be used, directly or indirectly, for any
purpose that entails a violation of the
regulations of the Board, including
Regulations T, U and X."
(f) Section 6.01(a) of the Credit Agreement is
hereby amended by:
(i) deleting the amount "$180,000,000" in clause
(v) and inserting in its place the amount
"$225,000,000";
(ii) inserting the following at the end of clause
(v):
"; provided that the Capitalized Lease Obligation
referred to in Section 6.02(a)(viii) shall in any
event be deemed to be incurred pursuant to (and
utilize the basket provided for in) this paragraph
(v)"; and
(iii) deleting the period at the end of
clause (xi), replacing it with "; and" and adding a new
clause (xii) as follows:
"(xii) Indebtedness of the Company consisting
of the Guarantee resulting from the pledge of
cash and cash equivalents permitted by
Section 6.02(a)(viii)."
(g) Section 6.02(a) of the Credit Agreement is
hereby amended by:
(i) deleting the period at the end of clause (vii)
and replacing it with a semicolon;
(ii) inserting a new clause (viii) as follows:
"(viii) the pledge of cash and cash
equivalents in an aggregate amount not in
excess of $225,000,000 to secure third party
loans to the New Jersey Economic Development
Authority (the "NJEDA"), the proceeds of
which are used solely to finance the
construction and acquisition by the NJEDA of
a new headquarters facility for the Company
and associated furniture, fixtures and
equipment, all of which will be leased by the
Company from the NJEDA pursuant to a
Capitalized Lease Obligation; provided that
the amount of such Capitalized Lease
Obligation shall be permitted under Section
6.01(a)(v); and"; and
(iii) inserting a new clause (ix) as follows:
"(ix) a mortgage on the New Facility Property
to secure obligations incurred in connection
with the construction and acquisition of the
new headquarters facility referred to in
6.02(a)(viii)."
(h) Section 6.12 of the Credit Agreement is hereby
amended by deleting paragraphs (b), (c), (d), (e), (f), (i),
(k) and (l) therefrom in their entirety and substituting for
each such paragraph the following paragraphs having the same
designation:
"(b) Maximum Senior Secured Debt to Adjusted Total
Capitalization. Permit the ratio of Senior Secured
Debt to Adjusted Total Capitalization to exceed (i)35%
on the last day of any fiscal quarter ending on or
prior to June 30, 2000 and (ii) 30% on the last day of
any fiscal quarter ending on or after July 1, 2000 and
prior to April 1, 2003."
"(c) Maximum Total Debt to Adjusted Total
Capitalization. Permit Total Debt minus the Cash
Adjustment to exceed 75% of Adjusted Total
Capitalization on the last day of any fiscal quarter
ending prior to January 1, 2003."
"(d) Homes Passed. Permit the number of Homes
Passed at the end of any fiscal quarter ending on the
date set forth below to be less than the number set
forth opposite such date:
Fiscal Quarter Minimum
Ending Homes Passed
______________ ____________
June 30, 1999 [redact]
September 30, 1999 [redact]
December 31, 1999 [redact]
March 31, 2000 [redact]
June 30, 2000 [redact]
September 30, 2000 [redact]
December 31, 2000 [redact]
March 31, 2001 [redact]
June 30, 2001 [redact]
September 30, 2001 [redact]
December 31, 2001 [redact]
March 31, 2002 [redact]
June 30, 2002 [redact]
September 30, 2002 [redact]
December 31, 2002 [redact]"
"(e) Minimum Consolidated Revenue. Permit
Consolidated Revenue for any period of four consecutive
fiscal quarters ending on a date set forth below to be
less than the amount set forth opposite such date:
Fiscal Quarter Minimum
Ending Consolidated Revenue
______________ ____________________
March 31, 2000 [redact]
June 30, 2000 [redact]
September 30, 2000 [redact]
December 31, 2000 [redact]
March 31, 2001 [redact]
June 30, 2001 [redact]
September 30, 2001 [redact]
December 31, 2001 [redact]
March 31, 2002 [redact]
June 30, 2002 [redact]
September 30, 2002 [redact]
December 31, 2002 [redact]"
"(f) Minimum On-Net Connections. Permit On-Net
Connections at the end of any fiscal quarter ending on
a date set forth below to be less than the number set
forth opposite such date:
Fiscal Quarter Minimum
Ending On-Net Connections
______________ __________________
March 31, 2000 [redact]
June 30, 2000 [redact]
September 30, 2000 [redact]
December 31, 2000 [redact]
March 31, 2001 [redact]
June 30, 2001 [redact]
September 30, 2001 [redact]
December 31, 2001 [redact]
March 31, 2002 [redact]
June 30, 2002 [redact]
September 30, 2002 [redact]
December 31, 2002 [redact]"
<PAGE>
"(i) Maximum Senior Secured Debt to Annualized
EBITDA. Permit the ratio of (i) Senior Secured Debt
outstanding on any day from and including (A) the last
day of any fiscal quarter ending on the dates or during
the periods set forth below through (B) the day
immediately preceding the last day of the immediately
following fiscal quarter to (ii) Annualized EBITDA
determined as of the date referred to in clause (i)(A)
above to exceed the ratio set forth below opposite such
date or period:
Fiscal Quarter
Ending Maximum Ratio
______________ _____________
March 31, 2003 [redact]
June 30, 2003 [redact]
September 30, 2003 [redact]
December 31, 2003 [redact]
March 31, 2004 [redact]
April 1, 2004 and [redact]"
thereafter
"(k) Interest Coverage Ratio. Permit the ratio of
(i) Annualized EBITDA determined as of the last day of
any fiscal quarter ending on the dates or in the years
set forth below to (ii) Annualized Cash Interest
Expense determined as of the last day of such fiscal
quarter to be less than the ratio set forth below
opposite such date or period:
Fiscal Quarter Ending on
or During Minimum Ratio
________________________ _____________
March 31, 2003 1.30 to 1
June 30, 2003 1.50 to 1
September 30, 2003 1.75 to 1
December 31, 2003 1.75 to 1
Fiscal Year ending December 31, 2004 2.00 to 1
Fiscal Year ending December 31, 2005 2.00 to 1
Fiscal Year ending December 31, 2006 2.00 to 1
Fiscal Year ending December 31, 2007 2.00 to 1"
"(l) Minimum Fixed Charge Coverage Ratio. Permit
the ratio of (i) Annualized EBITDA determined as of the
last day of any fiscal quarter ending on or after March
31, 2003 to (ii) Annualized Fixed Charges determined as
of such date to be less than 1.00 to 1 in respect of
any such fiscal quarter ending at any time from March
31, 2003 to and including September 30, 2003 and 1.20
to 1 in respect of any such fiscal quarter ending
thereafter."
(i) Section 6.12 of the Credit Agreement is hereby
further amended by deleting paragraphs (g) and (h) therefrom
in their entirety.
<PAGE>
(j) Section 9.02(b) of the Credit Agreement is
hereby amended by:
(i) deleting the following words:
"Revolving Lenders (but not the Tranche A
Lenders and Tranche B Lenders), the Tranche A
Lenders (but not the Revolving Lenders and
Tranche B Lenders) or the Tranche B Lenders
(but not the Revolving Lenders and Tranche A
Lenders)"; and
(ii) replacing them with the following:
"Lenders having Loans or Commitments of any
Class (but not Lenders having Loans or
Commitments of any other Class)"
3. Waiver. Compliance with Section 5.12 of the
Credit Agreement in respect of 21st Century Telecom and its
subsidiaries is hereby waived until July 31, 2000.
4. No Other Amendments or Waivers; Confirmation.
Except as expressly amended or waived hereby, the provisions
of the Credit Agreement are and shall remain in full force
and effect. Nothing herein shall be deemed to entitle the
Borrowers to a consent to, or a waiver, amendment,
modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained
in the Credit Agreement or any Loan Document in similar or
different circumstances.
5. Representations and Warranties. The Company
and the Borrowers hereby represent and warrant to the
Administrative Agent and the Lenders that, as of the date
hereof:
(a) No Default or Event of Default has occurred
and is continuing.
(b) The execution, delivery and performance by the
Company and the Borrowers of this Amendment have been
duly authorized by all necessary corporate and other
action and do not and will not require any registration
with, consent or approval of, notice to or action by,
any person (including any Governmental Authority) in
order to be effective and enforceable. The Credit
Agreement as amended by this Amendment constitutes the
legal, valid and binding obligation of the Company and
the Borrowers, enforceable against each in accordance
with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity,
regardless of whether considered in a proceeding in
equity or at law.
(c) All representations and warranties of each
Loan Party set forth in the Loan Documents are true and
correct in all material respects.
6. Conditions Precedent to Effectiveness. This
Amendment shall become effective on the date on which each
of the following conditions is satisfied (the "Effective
Date"):
(a) The Agent shall have received counterparts
hereof duly executed and delivered by the Company, the
Borrowers and the Required Lenders;
<PAGE>
(b) The Agent shall have received a certificate,
dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of the Company,
confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02; and
(c) The Agent shall have received all fees and
other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses
(including reasonable fees, charges and disbursements
of counsel) required to be reimbursed or paid by any
Loan Party hereunder or under any other Loan Document.
7. Expenses. The Borrowers agree to reimburse
the Agent for its out-of-pocket expenses in connection with
this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the
Agent.
8. Governing Law; Counterparts. (a) This
Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
This Amendment may be delivered by facsimile transmission of
the relevant signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their
duly authorized officers as of the day and year first above
written.
RCN CORPORATION,
by /s/ Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
RCN TELECOM SERVICES OF
PENNSYLVANIA, INC.
by /s/ Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
RCN CABLE SYSTEMS, INC.,
by /s/ Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
JAVA NET, INC.,
by /s/ Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
<PAGE>
RCN FINANCIAL MANAGEMENT, INC.,
by /s/Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
UNET HOLDING, INC.,
by /s/ Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
INTERPORT COMMUNICATIONS CORP.,
by /s/ Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
ENET HOLDING, INC.,
by /s/ Tim Stoklosa
---------------------------
Name: Tim Stoklosa
Title: Chief Financial
Officer
ALLSTATE INSURANCE COMPANY,
by /s/ David Walsh
---------------------------
Name: David Walsh
Title: Authorized Signatory
by /s/ Jerry D. Zinkula
---------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE CO.,
by /s/ David Walsh
---------------------------
Name: David Walsh
Title: Authorized Signatory
by /s/ Jerry D. Zinkula
---------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
ARCHIMEDES FUNDING II, LTD.,
by: ING Capital Advisors, LLC
as Collateral Manager
by /s/ Steven Gorski
---------------------------
Name: Steven Gorski
Title: Vice President &
Senior Credit Analyst
ARCHIMEDES FUNDING III, LTD.,
by: ING Capital Advisors, LLC,
as Collateral Manager
by /s/ Steven Gorski
---------------------------
Name: Steven Gorski
Title: Vice President &
Senior Credit Analyst
<PAGE>
ARES LEVERAGED INVESTMENT FUND,
L.P.,
by
---------------------------
Name:
Title:
ARES LEVERAGED INVESTMENT FUND
II, L.P.,
by
---------------------------
Name:
Title:
ARES III CLO LTD.,
by: ARES CLO Management LLC
by
---------------------------
Name:
Title:
AVALON CAPITAL LTD.,
by: INVESCO Senior Secured
Management, Inc. as Portfolio
Advisor
by
---------------------------
Name:
Title:
AVALON CAPITAL LTD. 2,
by: INVESCO Senior Secured
Management, Inc., as Portfolio
Advisor
by
---------------------------
Name:
Title:
BANK OF MONTREAL,
by /s/ Ola Anderssen
---------------------------
Name: Ola Anderssen
Title: Director
BHF (USA) CAPITAL CORPORATION,
by /s/ Dana L. McDougall
---------------------------
Name: Dana L. McDougall
Title: Vice President
by /s/ Hans J. Scholz
---------------------------
Name: Hans J. Scholz
Title: Vice President
BAYERISCHE HYPO-UND VEREINSBANK
AG, NEW YORK BRANCH,
by /s/ Sylvia K. Cheng
---------------------------
Name: Sylvia K. Cheng
Title: Director
by /s/ Vicky Soor
---------------------------
Name: Vicky Soor
Title: Associate Director
<PAGE>
BEAR STEARNS INVESTMENT
PRODUCTS INC.,
by /s/ Keith Barnish
---------------------------
Name: Keith Barnish
Title: Senior Managing Director
BEDFORD CDO LIMITED,
by
---------------------------
Name:
Title:
BLACK DIAMOND CLO 1998-1 LTD.,
by /s/ John H. Cullinane
---------------------------
Name: John H. Cullinane
Title: Director
BLACK DIAMOND CLO 2000-1 LTD.,
by /s/ John H. Cullinane
---------------------------
Name: John H. Cullinane
Title: Director
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.,
by /s/ David Egglishaw
---------------------------
Name: David Egglishaw
Title: Director
CANADIAN IMPERIAL BANK OF
COMMERCE,
by
---------------------------
Name:
Title:
CAPTIVA II FINANCE, LTD.,
by
---------------------------
Name:
Title:
CAPTIVA III FINANCE, LTD.,
by
---------------------------
Name:
Title:
CAPTIVA IV FINANCE, LTD.,
by
---------------------------
Name:
Title:
CERES FINANCE LTD.,
by: INVESCO Senior Secured
Management, Inc., as
Sub-Managing Agent
by
---------------------------
Name:
Title:
<PAGE>
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent and
Collateral Agent
by /s/ John J. Huber III
---------------------------
Name: John J. Huber III
Title: Managing Director
THE CIT GROUP/EQUIPMENT
FINANCING, INC.,
by /s/ Katie J. Saunders
---------------------------
Name: Katie J. Saunders
Title: Sr. Credit Analyst
CITIBANK, N.A.,
by /s/ Claudio Phillips
---------------------------
Name: Claudio Phillips
Title: Vice President,
Managing Director
CYPRESSTREE INSTITUTIONAL FUND,
LLC,
by: CypressTree Investment
Management Company, Inc. its
Managing Member
by /s/ Jeffrey W. Heuer
---------------------------
Name: Jeffrey W. Heuer
Title: Principal
CYPRESSTREE INVESTMENT FUND,
LLC,
by: CypressTree Investment
Management Company, Inc. its
Managing Member
by /s/ Jeffrey W. Heuer
---------------------------
Name: Jeffrey W. Heuer
Title: Principal
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
As: Attorney-in-Fact and on
behalf of First Allmerica
Financial Life Insurance
Company as Portfolio Manager
by /s/ Jeffrey W. Heuer
---------------------------
Name: Jeffrey W. Heuer
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS
II, LTD.,
by: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
by /s/ Jeffrey W. Heuer
---------------------------
Name: Jeffrey W. Heuer
Title: Principal
<PAGE>
CYPRESSTREE SENIOR FLOATING
RATE FUND,
by: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
by /s/ Jeffrey W. Heuer
---------------------------
Name: Jeffrey W. Heuer
Title: Principal
DELANO COMPANY,
by
---------------------------
Name:
Title:
DEUTSCHE BANK A.G., NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES,
individually and as
Documentation Agent,
by /s/ Steven M. Godeke
---------------------------
Name: Steven M. Godeke
Title: Director
by /s/ Sangita Gupte
---------------------------
Name: Sangita Gupte
Title: Associate
ELC (CAYMAN) LTD. 1999-II,
by /s/ Adrienne Musgnug
---------------------------
Name: Adrienne Musgnug
Title: Director
ELC (CAYMAN) LTD. 1999-III,
by /s/ Adrienne Musgnug
---------------------------
Name: Adrienne Musgnug
Title: Director
ELC (CAYMAN) LTD. CDO SERIES
1999-I,
by /s/ Adrienne Musgnug
---------------------------
Name: Adrienne Musgnug
Title: Director
ELF FUNDING TRUST I,
by: Highland Capital Management,
L.P., as Collateral Manager
by
---------------------------
Name:
Title:
EATON VANCE CDO III, LTD,
by: Eaton Vance Management,
as Investment Advisor
by
---------------------------
Name:
Title:
<PAGE>
EATON VANCE INSTITUTIONAL
SENIOR LOAN FUND,
by: Eaton Vance Management, as
Investment Advisor
by
---------------------------
Name:
Title:
EATON VANCE SENIOR INCOME
TRUST,
by: Eaton Vance Management, as
Investment Advisor
by
---------------------------
Name:
Title:
FIRST DOMINION FUNDING III,
by /s/ David Lerner
---------------------------
Name: David Lerner
Title: Authorized Signatory
FIRST UNION NATIONAL BANK,
by /s/ C. Brand Hosford
---------------------------
Name: C. Brand Hosford
Title: Vice President
FLOATING RATE PORTFOLIO,
by: INVESCO Senior Secured
Management, Inc., as Attorney-
in-fact
by
---------------------------
Name:
Title:
FOOTHILL CAPITAL CORPORATION,
by /s/ Jeff Nikora
---------------------------
Name: Jeff Nikora
Title: Executive Vice
President
FRANKLIN FLOATING RATE TRUST,
by
---------------------------
Name:
Title:
THE FUJI BANK, LIMITED,
by /s/ Kazuyuki Nishimura
---------------------------
Name: Kazuyuki Nishimura
Title: Senior Vice President
and Group Head
GALAXY CLO 1999-1,
by
---------------------------
Name:
Title:
<PAGE>
HELLER FINANCIAL, INC.,
by /s/ K. Craig Gallenhugh
---------------------------
Name: K. Craig Gallenhugh
Title: Vice President
HIGHLAND LEGACY LIMITED,
by: Highland Capital Management,
L.P., as Collateral Manager
by /s/ James Dondero
---------------------------
Name: James Dondero, CFA, CPA
Title: President
J.P. MORGAN INVESTMENT
MANAGEMENT,
by
---------------------------
Name:
Title:
KEMPER FLOATING RATE FUND,
by /s/ Kelly D. Babson
---------------------------
Name: Kelly D. Babson
Title: Managing Director
KZH III LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
KZH IV LLC,
by
---------------------------
Name:
Title:
KZH APPALOOSA LLC,
by
---------------------------
Name:
Title:
KZH CNC LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
KZH CYPRESS TREE-1 LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
KZH HIGHLAND-2 LLC,
by
---------------------------
Name:
Title:
KZH ING-1 LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
<PAGE>
KZH ING-2 LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
KZH ING-3 LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
KZH LANGDALE LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
KZH RIVERSIDE LLC,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
KZH SOLEIL-2,
by /s/ Susan Lee
---------------------------
Name: Susan Lee
Title: Authorized Agent
MAGNETITE ASSET INVESTORS, LLC,
by
---------------------------
Name:
Title:
MERRILL LYNCH CAPITAL
CORPORATION, individually and
as Documentation Agent,
by /s/ Carol J.E. Feeley
---------------------------
Name: Carol J.E. Feeley
Title: Vice President
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED,
by /s/ Carol J.E. Feeley
---------------------------
Name: Carol J.E. Feeley
Title: Vice President
METROPOLITAN LIFE INSURANCE
COMPANY,
by /s/ James R. Dingler
---------------------------
Name: James R. Dingler
Title:
THE MITSUBISHI TRUST & BANKING
CORPORATION,
by /s/ Toshihiro Hayashi
---------------------------
Name: Toshihiro Hayashi
Title: Senior Vice President
<PAGE>
ML CLO XIX STERLING (CAYMAN)
LTD.,
by: Sterling Asset Manager,
L.L.C., as its Investment
Advisor
by /s/ Louis A. Pistecchia
---------------------------
Name: Louis A. Pistecchia
Title: Executive Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, AS TRUSTEE FOR
COMMINGLED PENSION TRUST FUND
(SPECIAL SITUATION FUND),
by
---------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, AS TRUSTEE FOR
COMMINGLED PENSION TRUST
FUND(MGT HIGH-YIELD FUND),
by
---------------------------
Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST,
by /s/ Peter Gewirtz
---------------------------
Name: Peter Gewirtz
Title: Vice President
MORGAN STANLEY SENIOR FUNDING,
INC.,
by /s/ Lucy K. Galbrain
---------------------------
Name: Lucy K. Galbrain
Title: Principal
MOUNTAIN CAPITAL CLO I LTD.,
by /s/ Darren P. Riley
---------------------------
Name: Darren P. Riley
Title: Director
MUIRFIELD TRADING LLC,
by /s/ Ashley R. Hamilton
---------------------------
Name: Ashley R. Hamilton
Title: Assistant Vice
President
NATIONAL WESTMINSTER BANK, PLC,
by
---------------------------
Name:
Title:
<PAGE>
NOMURA BOND AND LOAN FUND
by: The Toyo Trust & Banking
Co., Ltd. as Trustee,
by: Nomura Corporate Research
and Asset Management Inc.,
Attorney-in-Fact
by /s/ Richard W. Stewart
---------------------------
Name: Richard W. Stewart
Title: Director
NORSE CBO, LTD.,
by
---------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING
RATE FUND, INC.,
by: CypressTree Investment
Management Company, Inc. as
Portfolio Manager,
by /s/ Jeffrey W. Heuer
---------------------------
Name: Jeffrey W. Heuer
Title: Principal
NUVEEN SENIOR INCOME FUND,
by: Nuveen Senior Loan Asset
Management Inc.
by
---------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH
INCOME PORTFOLIOS-I, LTD.,
by: INVESCO Senior Secured
Management, Inc., as
Subadviser,
by
---------------------------
Name:
Title:
OCTAGON INVESTMENT PARTNERS II,
LLC,
by /s/ Michael B. Nechamkin
---------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS
III, LTD.
by: Octagon Credit
Investors, LLC as Portfolio
Manager
by /s/ Michael B. Nechamkin
---------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OLYMPIC FUNDING TRUST, SERIES
1999-1,
by /s/ Ashley R. Hamilton
---------------------------
Name: Ashley R. Hamilton
Title: Authorized Agent
<PAGE>
ORIX USA CORPORATION,
by /s/ Hiro Miyauchi
---------------------------
Name: Hiro Miyauchi
Title: Executive Vice President
OXFORD STRATEGIC INCOME FUND,
by: Eaton Vance Management, as
Investment Advisor
by
---------------------------
Name:
Title:
PPM AMERICA, INC.,
by
---------------------------
Name:
Title:
PPM SPYGLASS FUNDING TRUST,
by /s/ Ashley R. Hamilton
---------------------------
Name: Ashley R. Hamilton
Title: Authorized Agent
PAMCO CAYMAN, LTD.,
by /s/ James Dondero
---------------------------
Name: James Dondero, CFA, CPA
Title: President
PARIBAS,
by
---------------------------
Name:
Title:
PARIBAS CAPITAL FUNDING LLC,
by
---------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
by /s/ Karen L. Kooman
---------------------------
Name: Karen L. Kooman
Title: Assistant Vice President
PROMETHEUS INVESTMENT FUNDING
NO. 1 LTD.,
by: CPF Asset Advisory LP as
Asset Manger
by /s/ Sylvia K. Cheng
---------------------------
Name: Sylvia K. Cheng
Title: Director
by /s/ Vicky Soor
---------------------------
Name: Vicky Soor
Title: Associate Director
SALOMON BROTHERS HOLDING
COMPANY INC.,
by /s/ Timothy L. Freeman
---------------------------
Name: Timothy L. Freeman
Title: Managing Director/SCO
<PAGE>
SENIOR DEBT PORTFOLIO,
by: Boston Management and
Research, as Investment
Advisor
by
---------------------------
Name:
Title:
SEQUILS-ING I (HBDGM), LTD.,
by: ING CAPITAL ADVISORS LLC,
Collateral Manager
by /s/ Steven Gorski
---------------------------
Name: Steven Gorski
Title: Vice President &
Senior Credit Analyst
SPS HIGH YEILD LOAN TRADING,
by /s/ Eric Rosen
---------------------------
Name: Eric Rosen
Title: Managing Director
STANFIELD CLO, LTD.,
by: Stanfield Capital Partners
LLC, as its Collateral Manager
by /s/ Christopher A. Bondy
---------------------------
Name: Christopher A. Bondy
Title: Partner
STANFIELD/RMF TRANSATLANTIC CDO
LTD.,
by /s/ Christopher A. Bondy
---------------------------
Name: Christopher A. Bondy
Title: Partner
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY,
by: Stein Roe & Farnham
Incorporated, as Advisor to
the Stein Roe Floating Rate
Limited Liability Company
by /s/ James R. Fellows
---------------------------
Name: James R. Fellows
Title: Senior Vice President
STRATA FUNDING LTD.,
by: INVESCO Senior Secured
Management, Inc., as Sub-
Managing Agent
by
---------------------------
Name:
Title:
SUMMIT BANK,
by /s/ Donald J. Oberg, Jr.
---------------------------
Name: Donald J. Oberg, Jr.
Title: Vice President
SWAPS TRS,
by /s/ Eric Rosen
---------------------------
Name: Eric Rosen
Title: Managing Director
<PAGE>
SWISS LIFE US RAINBOW LIMITED
by: ING Capital Advisors LLC as
Investment Manager
by /s/ Steven Gorski
---------------------------
Name: Steven Gorski
Title: Vice President &
Senior Credit Analyst
SYNDICATED LOAN FUNDING TRUST,
by: Lehman Commercial Paper
Inc., not in its individual
capacity but solely as Asset
Manager
by
---------------------------
Name:
Title:
TORONTO DOMINION (NEW YORK),
INC.,
by
---------------------------
Name:
Title:
WINGED FOOT FUNDING TRUST,
by /s/ Ashley R. Hamilton
---------------------------
Name: Ashley R. Hamilton
Title: Authorized Agent
