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Previous: AMERICAN AXLE & MANUFACTURING HOLDINGS INC, 10-Q, EX-10.01, 2000-11-14 |
Next: AMERICAN AXLE & MANUFACTURING HOLDINGS INC, 10-Q, EX-10.03, 2000-11-14 |
<PAGE> 1
EXHIBIT 10.02
AMENDMENT NO. 4 AND AGREEMENT dated as of
July 27, 2000 (this "Amendment"), to the Credit
Agreement dated as of October 27, 1997, as amended by
Amendment No. 1, Waiver and Agreement, dated as of
September 30, 1998, by Amendment No. 2, and
Agreement, dated as of January 11, 1999, and by
Amendment No. 3 and Agreement, dated as of October
26, 1999 (the "Credit Agreement"), among American
Axle & Manufacturing Holdings, Inc. ("AAMH"), as
successor in interest to American Axle &
Manufacturing of Michigan, Inc., American Axle &
Manufacturing, Inc., a Delaware corporation (the
"Borrower"), the lenders party thereto (the
"Lenders"), The Chase Manhattan Bank, a New York
banking corporation, as administrative agent (the
"Administrative Agent"), and Chase Manhattan Bank
Delaware, as fronting bank (the "Fronting Bank").
A. Pursuant to the Credit Agreement, the Lenders and the
Fronting Bank have extended credit to the Borrower, and have agreed to extend
credit to the Borrower, in each case pursuant to the terms and subject to the
conditions set forth therein.
B. The Borrower has requested that the requisite Lenders agree
to amend certain provisions of the Credit Agreement as set forth herein.
C. The requisite Lenders are willing to so amend the Credit
Agreement, pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Credit Agreement.
In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth herein, as follows:
SECTION 1. Amendments. (a) The second paragraph of the
preamble to the Credit Agreement is hereby amended by replacing the text "July
31, 2000" in clause (a) thereof with the text "August 31, 2000", provided that
this paragraph (a) shall not be effective to extend the Tranche A Term Loan
Commitment of any Tranche A Lender except to the extent specified by such Lender
on such Lender's signature page hereto.
(b) Section 2.01 of the Credit Agreement is hereby amended by
replacing the text "July 31, 2000" in clause (i) of paragraph (a) thereof with
the text "August 31, 2000", provided that this paragraph (b) shall not be
effective to extend the Tranche A
<PAGE> 2
Term Loan Commitment of any Tranche A Lender except to the extent specified by
such Lender on such Lender's signature page hereto.
(c) Section 2.09 of the Credit Agreement is hereby amended by
replacing the text "July 31, 2000" (i) in the second sentence of paragraph (a)
thereof and (ii) in paragraph (c) thereof with the text "August 31, 2000",
provided that this paragraph (c) shall not be effective to extend the Tranche A
Term Loan Commitment of any Tranche A Lender except to the extent specified by
such Lender on such Lender's signature page hereto.
(d) At 5:00 p.m., New York City time, on July 31, 2000, the
Tranche A Term Loan Commitment of The Chase Manhattan Bank shall automatically
be increased by an amount (the "Tranche A Increase Amount") equal to
$10,000,000. For purposes of paragraph (a)(i) of Section 2.11 the installments
payable on each Tranche A Term Loan Installment Date shall be increased pro rata
by the Tranche A Increase Amount.
SECTION 2. Agreement. AAMH and the Borrower hereby agree that,
notwithstanding the provisions of Section 2.01 of the Credit Agreement, no
Tranche A Term Borrowings shall be made under Section 2.01(a)(i) of the Credit
Agreement until August 1, 2000.
SECTION 3. Representations and Warranties. The Borrower and
AAMH each represents and warrants to the Administrative Agent and the Lenders
that:
(a) This Amendment has been duly executed and delivered by it
and constitutes its legal, valid and binding obligation enforceable
against it in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting creditors' rights generally and except as
enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(c) After giving effect to this Amendment, no Default or Event
of Default shall have occurred and be continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall
become effective as of the date first above written (the "Effective Date") when
(a) the representations and warranties set forth in Section 3 of this Amendment
shall be true and correct, (b) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
AAMH, the Borrower, the Required Lenders and each Lender the Tranche A Term Loan
Commitment of which is extended pursuant hereto to August 31, 2000, and (c) all
other fees and expenses required
<PAGE> 3
3
to be paid or reimbursed by the Borrower pursuant hereto shall have been repaid
or reimbursed, as applicable.
SECTION 5. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Administrative Agent or the Lenders under the Credit Agreement, and shall not
alter, modify, amend or in any way affect the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect. Nothing herein shall be deemed to entitle AAMH or the Borrower to a
consent to, or a waiver, amendment, modification or other change of, any terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement in similar or different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein.
SECTION 6. Credit Agreement. Except as specifically amended or
waived hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as amended hereby. This Amendment shall constitute a Loan Document for
all purposes under the Credit Agreement.
SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
SECTION 9. Expenses. The Borrower agrees to reimburse the
Administrative 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 Administrative Agent, and for any other
outstanding out-of-pocket expenses of the Administrative Agent in connection
with the Loan Documents and all transactions, consummated or otherwise, in
connection therewith.
SECTION 10. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
<PAGE> 4
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.,
by
/s/ Robert A. Krause
---------------------------------------
Name: Robert A. Krause
Title: Vice President & Treasurer
AMERICAN AXLE & MANUFACTURING, INC.,
by
/s/ Robert A. Krause
---------------------------------------
Name: Robert A. Krause
Title: Vice President & Treasurer
THE CHASE MANHATTAN BANK,
by
/s/ Richard W. Duker
---------------------------------------
Name: Richard W. Duker
Title: Vice President
<PAGE> 5
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: BANK OF SCOTLAND
To approve Amendment No. 4 and Agreement:
by
/s/ Joseph Fratus
------------------
Name: Joseph Fratus
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 2,833,333.33
------------
</TABLE>
by
/s/ Joseph Fratus
------------------
Name: Joseph Fratus
Title: Vice President
<PAGE> 6
6
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: VAN KAMPEN CLO I, LIMITED
By: VAN KAMPEN MANAGEMENT INC.,
as Collateral Agent
To approve Amendment No. 4 and Agreement:
by
/s/ Darvin D. Pierce
---------------------
Name: Darvin D. Pierce
Title: Vice President
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 7
7
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
To approve Amendment No. 4 and Agreement:
by
/s/ Darvin D. Pierce
---------------------
Name: Darvin D. Pierce
Title: Vice President
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 8
8
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
To approve Amendment No. 4 and Agreement:
by
/s/ Darvin D. Pierce
---------------------
Name: Darvin D. Pierce
Title: Vice President
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 9
9
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: COMERICA BANK
To approve Amendment No. 4 and Agreement:
by
/s/ Michael T. Shea
--------------------
Name: Michael T. Shea
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 3,666,666.67
-------------
</TABLE>
by
/s/ Michael T. Shea
--------------------
Name: Michael T. Shea
Title: Vice President
<PAGE> 10
10
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: WINGED FOOT FUNDING TRUST
To approve Amendment No. 4 and Agreement:
by
/s/ Ashley R. Hamilton
-----------------------
Name: Ashley R. Hamilton
Title: Authorized Agent
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 11
11
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
To approve Amendment No. 4 and Agreement:
by
/s/ Faraaz Kamran
------------------
Name: Faraaz Kamran
Title: Assistant Vice President
by
/s/ Elizabeth Arditti
----------------------
Name: Elizabeth Arditti
Title: Assistant Treasurer
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 5,666,667.00
-------------
</TABLE>
by
/s/ Faraaz Kamran
------------------
Name: Faraaz Kamran
Title: Assistant Vice President
by
/s/ Elizabeth Arditti
----------------------
Name: Elizabeth Arditti
Title: Assistant Treasurer
<PAGE> 12
12
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: FIRST UNION NATIONAL BANK
To approve Amendment No. 4 and Agreement:
by
/s/ Kent Davis
---------------
Name: Kent Davis
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 2,833,333.33
-------------
</TABLE>
by
/s/ Kent Davis
---------------
Name: Kent Davis
Title: Vice President
<PAGE> 13
13
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: BANK OF AMERICA, N.A.
To approve Amendment No. 4 and Agreement:
by
/s/ Matthew J. Reilly
----------------------
Name: Matthew J. Reilly
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 5,000,000.00
-------------
</TABLE>
by
/s/ Matthew J. Reilly
----------------------
Name: Matthew J. Reilly
Title: Vice President
<PAGE> 14
14
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: GOLDMAN SACHS CREDIT PARTNERS L.P.
To approve Amendment No. 4 and Agreement:
by
/s/ Elizabeth Fischer
----------------------
Name: Elizabeth Fischer
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 2,166,666.65
-------------
</TABLE>
by
/s/ Elizabeth Fischer
----------------------
Name: Elizabeth Fischer
Title: Vice President
<PAGE> 15
15
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: CREDIT AGRICOLE INDOSUEZ
To approve Amendment No. 4 and Agreement:
by
/s/ Susan Knight
-----------------
Name: Susan Knight
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 2,833,333.00
-------------
</TABLE>
by
/s/ Charles Hiatt
------------------
Name: Charles Hiatt
Title: Vice President
Manager
<PAGE> 16
16
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: MELLON BANK, N.A.
To approve Amendment No. 4 and Agreement:
by
/s/ Richard J. Schaich
-----------------------
Name: Richard J. Schaich
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 4,000,000.00
-------------
</TABLE>
by
/s/ Richard J. Schaich
-----------------------
Name: Richard J. Schaich
Title: Vice President
<PAGE> 17
17
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: INDUSTRIAL BANK OF JAPAN, LIMITED, CHICAGO
BRANCH
To approve Amendment No. 4 and Agreement:
by
/s/ Walter Wolff
-----------------
Name: Walter Wolff
Title: Joint General Manager
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 4,000,000.00
-------------
</TABLE>
by
/s/ Walter Wolff
-----------------
Name: Walter Wolff
Title: Joint General Manager
<PAGE> 18
18
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: MICHIGAN NATIONAL BANK
To approve Amendment No. 4 and Agreement:
by
/s/ Lisa D. McKinnon
---------------------
Name: Lisa D. McKinnon
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 7,353,333.00
-------------
</TABLE>
by
/s/ Lisa D. McKinnon
---------------------
Name: Lisa D. McKinnon
Title: Vice President
<PAGE> 19
19
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
To approve Amendment No. 4 and Agreement:
by
/s/ Melissa Marano
-------------------
Name: Melissa Marano
Title: Vice President
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 20
20
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
To approve Amendment No. 4 and Agreement:
by
/s/ Melissa Marano
-------------------
Name: Melissa Marano
Title: Vice President
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 21
21
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: NATIONAL CITY BANK
To approve Amendment No. 4 and Agreement:
by
/s/ John R. DeFrancesco
------------------------
Name: John R. DeFrancesco
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 2,833,333.34
-------------
</TABLE>
by
/s/ John R. DeFrancesco
------------------------
Name: John R. DeFrancesco
Title: Vice President
<PAGE> 22
22
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: IBJ WHITEHALL BANK & TRUST COMPANY
To approve Amendment No. 4 and Agreement:
by
/s/ Charles B. Fears
---------------------
Name: Charles B. Fears
Title: Director
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 23
23
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: CREDIT SUISSE FIRST BOSTON
To approve Amendment No. 4 and Agreement:
by
/s/ Joel Glodowski
-------------------
Name: Joel Glodowski
Title: Managing Director
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 3,333,333.33
-------------
</TABLE>
by
/s/ Lalita Advani
------------------
Name: Lalita Advani
Title: Assistant Vice President
<PAGE> 24
24
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: THE CHASE MANHATTAN BANK
To approve Amendment No. 4 and Agreement:
by
/s/ Richard W. Duker
---------------------
Name: Richard W. Duker
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 22,833,333.00
--------------
</TABLE>
by
/s/ Richard W. Duker
---------------------
Name: Richard W. Duker
Title: Vice President
<PAGE> 25
25
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: KEYBANK NATIONAL ASSOCIATION
To approve Amendment No. 4 and Agreement:
by
/s/ J.T. Taylor
----------------
Name: J.T. Taylor
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 6,833,333.00
-------------
</TABLE>
by
/s/ J.T. Taylor
----------------
Name: J.T. Taylor
Title: Vice President
<PAGE> 26
26
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: FLEET NATIONAL BANK
To approve Amendment No. 4 and Agreement:
by
/s/ Jack M. Harcourt
---------------------
Name: Jack M. Harcourt
Title: Authorized Officer
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 4,000,000.00
-------------
</TABLE>
by
/s/ Jack M. Harcourt
---------------------
Name: Jack M. Harcourt
Title: Authorized Officer
<PAGE> 27
27
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: MANUFACTURERS AND TRADERS TRUST COMPANY
To approve Amendment No. 4 and Agreement:
by
/s/ Kevin B. Quinn
-------------------
Name: Kevin B. Quinn
Title: Assistant Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 1,666,667.00
-------------
</TABLE>
by
/s/ Kevin B. Quinn
-------------------
Name: Kevin B. Quinn
Title: Assistant Vice President
<PAGE> 28
28
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: THE BANK OF NOVA SCOTIA
To approve Amendment No. 4 and Agreement:
by
/s/ F.C.H. Ashby
-----------------
Name: F.C.H. Ashby
Title: Senior Manager, Loan Operations
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 4,000,000.00
-------------
</TABLE>
by
/s/ F.C.H. Ashby
-----------------
Name: F.C.H. Ashby
Title: Senior Manager, Loan Operations
<PAGE> 29
29
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: HSBC BANK USA
To approve Amendment No. 4 and Agreement:
by
/s/ Paul M. Harrington
-----------------------
Name: Paul M. Harrington
Title: Authorized Signatory
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 3,667,000.00
-------------
</TABLE>
by
/s/ Paul M. Harrington
-----------------------
Name: Paul M. Harrington
Title: Authorized Signatory
<PAGE> 30
30
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: BNP PARIBAS
To approve Amendment No. 4 and Agreement:
by
/s/ Richard L. Sted
--------------------
Name: Richard L. Sted
Title: Central Region Manager
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 5,000,000.00
-------------
</TABLE>
by
/s/ Richard L. Sted
--------------------
Name: Richard L. Sted
Title: Central Region Manager
<PAGE> 31
31
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: BALANCED HIGH YIELD FUND I LTD.
By: BHF (USA) CAPITAL CORPORATION
ACTING AS ATTORNEY-IN-FACT
To approve Amendment No. 4 and Agreement:
by
/s/ Dana L. McDougall
----------------------
Name: Dana L. McDougall
Title: Vice President
by
/s/ Chris Yu
-------------
Name: Chris Yu
Title: Associate
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 32
32
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: BANK ONE, MICHIGAN F/K/A NBD BANK
To approve Amendment No. 4 and Agreement:
by
/s/ Mark L. McClure
--------------------
Name: Mark L. McClure
Title: First Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 7,667,000.00
-------------
</TABLE>
by
/s/ Mark L. McClure
--------------------
Name: Mark L. McClure
Title: First Vice President
<PAGE> 33
33
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: BANK ONE, NA
To approve Amendment No. 4 and Agreement:
by
/s/ Mark L. McClure
--------------------
Name: Mark L. McClure
Title: First Vice President
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 34
34
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: STANFIELD/RMF TRANSATLANTIC CDO LTD.
By: Stanfield Capital partners LLC
as its Collateral Manager
To approve Amendment No. 4 and Agreement:
by
/s/ Gregory L. Smith
---------------------
Name: Gregory L. Smith
Title: Partner
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 35
35
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: KZH CNC LLC
To approve Amendment No. 4 and Agreement:
by
/s/ Nicholas Lucente
---------------------
Name: Nicholas Lucente
Title: Authorized Agent
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 36
36
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: KZH CYPRESSTREE-1 LLC
To approve Amendment No. 4 and Agreement:
by
/s/ Nicholas Lucente
---------------------
Name: Nicholas Lucente
Title: Authorized Agent
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 37
37
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: KZH ING-3 LLC
To approve Amendment No. 4 and Agreement:
by
/s/ Nicholas Lucente
---------------------
Name: Nicholas Lucente
Title: Authorized Agent
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 38
38
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: KZH LANGDALE LLC
To approve Amendment No. 4 and Agreement:
by
/s/ Nicholas Lucente
---------------------
Name: Nicholas Lucente
Title: Authorized Agent
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 39
39
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
To approve Amendment No. 4 and Agreement:
by
/s/ Jonathan D. Sharkey
------------------------
Name: Jonathan D. Sharkey
Title: Principal
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 40
40
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
To approve Amendment No. 4 and Agreement:
by
/s/ Jonathan D. Sharkey
------------------------------------------
Name: Jonathan D. Sharkey
Title: Principal
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 41
41
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: CYPRESS TREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company, Inc.
as Portfolio Manager
To approve Amendment No. 4 and Agreement:
by
/s/ Jonathan D. Sharkey
------------------------
Name: Jonathan D. Sharkey
Title: Principal
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 42
42
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: AERIES FINANCE-II LIMITED
By: INVESCO Senior Secured Management Inc.,
as Sub-Managing Agent
To approve Amendment No. 4 and Agreement:
by
/s/ Anne M. McCarthy
---------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 43
43
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured Management, Inc.,
as Sub-Advisor
To approve Amendment No. 4 and Agreement:
by
/s/ Anne M. McCarthy
---------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 44
44
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: STRATA FUNDING LTD.
By: INVESCO Senior Secured Management, Inc.
as Sub-Managing Agent
To approve Amendment No. 4 and Agreement:
by
/s/ Anne M. McCarthy
---------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 45
45
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
as Sub-Managing Agent (Financial)
To approve Amendment No. 4 and Agreement:
by
/s/ Anne M. McCarthy
---------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 46
46
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: TRITON CDO IV, LIMITED
By: INVESCO Senior Secured Management, Inc.,
as Investment Advisor
To approve Amendment No. 4 and Agreement:
by
/s/ Anne M. McCarthy
---------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 47
47
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: TRITON CBO III, LIMITED
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
To approve Amendment No. 4 and Agreement:
by
/s/ Anne M. McCarthy
---------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
Specify amount of Tranche A Term Loan Commitment to be extended pursuant to
Section 1 hereof: $
by
Name:
Title:
<PAGE> 48
48
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: THE BANK OF NEW YORK
To approve Amendment No. 4 and Agreement:
by
/s/ Joshua Feldman
-------------------
Name: Joshua Feldman
Title: Assistant Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 4,000,000.00
-------------
</TABLE>
by
/s/ Joshua Feldman
-------------------
Name: Joshua Feldman
Title: Assistant Vice President
<PAGE> 49
49
SIGNATURE PAGE TO
AMENDMENT NO. 4
AND AGREEMENT
dated July 27, 2000
Name of Institution: THE CHASE MANHATTAN BANK
To approve Amendment No. 4 and Agreement:
by
/s/ Richard W. Duker
---------------------
Name: Richard W. Duker
Title: Vice President
<TABLE>
<S> <C>
Specify amount of Tranche A Term Loan Commitment
to be extended pursuant to Section 1 hereof: $ 22,833,333.33
--------------
</TABLE>
by
/s/ Richard W. Duker
---------------------
Name: Richard W. Duker
Title: Vice President
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