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EXHIBIT 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT")
is made as of August 31, 2000, by and among MEDITRUST CORPORATION (the
"BORROWER"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
(the "ADMINISTRATIVE AGENT"), BANKERS TRUST COMPANY, as Syndication Agent,
BANKBOSTON, N.A., as Co-Documentation Agent, FLEET NATIONAL BANK, as
Co-Documentation Agent, and the BANKS listed on signature pages hereof.
W I T N E S S E T H:
WHEREAS, the Borrower and the Banks have entered into the
Credit Agreement, dated as of July 17, 1998, as amended by an Amendment to
Credit Agreement dated as of November 23, 1998 and the Second Amendment to
Credit Agreement dated as of March 10, 1999 and the Third Amendment to Credit
Agreement dated as of June 30, 2000 (as so amended, the "CREDIT AGREEMENT"); and
WHEREAS, the parties desire to modify the Credit Agreement
upon the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement.
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2. CONSOLIDATED TANGIBLE NET WORTH. The definition of
"Consolidated Tangible Net Worth" is hereby amended by deleting the phrase "not
to exceed $100 million in the aggregate" appearing therein and by inserting in
lieu thereof the phrase "not to exceed $575 million in the aggregate".
3. NEW DEFINITIONS. Section 1.1 of the Credit Agreement is
hereby further amended by deleting the definitions of "Capital Expenditures" and
"Net Cash Proceeds" contained therein and by adding the following new
definitions, in appropriate alphabetical order, therein:
"AVAILABLE BASKET AMOUNT" shall mean $36,000,000, which amount
shall be reduced by the aggregate amount of all Permitted Reinvestment
Capital Expenditures made with respect to one or more properties which
exceed the amount of casualty loss insurance proceeds or eminent domain
proceeds (or proceeds from a sale in lieu thereof) actually received
with respect thereto.
"CAPITAL EXPENDITURES" means all expenditures (whether paid in
cash or accrued as a liability) by the Borrower or MOC or any of the
Subsidiaries which are capitalized on the combined consolidated balance
sheet of the Borrower or MOC in accordance with GAAP.
"FOURTH AMENDMENT" shall mean the Fourth Amendment to Credit
Agreement, dated as of August 31, 2000.
"FOURTH AMENDMENT EFFECTIVE DATE" shall mean the date upon
which the Fourth Amendment becomes effective in accordance with its
terms."
"NET CASH PROCEEDS" means (x) all cash when and as received in
connection with the sale or securitization of any asset or assets
(including cash as and when received in respect of any promissory notes
or other Debt received in connection with the respective asset sale),
less reasonable costs and expenses, repayment of Debt (other than Debt
pursuant to this Agreement or secured equally and ratably therewith and
excluding any intercompany debt) secured by the asset or assets so sold
and, in the case of a sale of assets, net of any real estate transfer
taxes payable in connection with the respective asset sale and (y) the
principal component of all payments received by the Borrower or MOC or
their respective Subsidiaries pursuant to sale-leaseback transactions
and all principal payments received by the Borrower or MOC or their
respective Subsidiaries pursuant to real estate mortgage or other
indebtedness owed to the Borrower or MOC or their
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respective Subsidiaries (excluding payments received on intercompany
indebtedness owed by the Borrower or MOC or any of their Subsidiaries
to any other such Person), less reasonable costs and expenses in
connection therewith.
"PERMITTED REINVESTMENT CAPITAL EXPENDITURES" shall mean, with
respect to each facility which is subject to a casualty loss or eminent
domain proceeding, Capital Expenditures representing the reinvestment
of casualty insurance proceeds or eminent domain proceeds (or proceeds
from a sale in lieu thereof), as the case may be, actually received by
the Borrower, MOC or their respective Subsidiary as a result of their
respective casualty loss or eminent domain proceeding (or sale in lieu
thereof) plus, with respect to each such facility, the lesser of
$6,000,000 or the then Available Basket Amount.
4. Section 2.10(b) of the Credit Agreement is hereby amended
by deleting the existing text thereof in its entirety and by inserting in lieu
thereof the following new text:
"(b) To the extent that any Net Offering Proceeds or Net Cash Proceeds
are received by the Borrower, MOC or any Subsidiary, then on the date
of the receipt thereof (x) all Cash and Cash Equivalents (for this
purpose, the definition of "Cash or Cash Equivalents" shall be deemed
modified by deleting the rating requirements contained in clauses (iii)
and (iv) thereof) of the Borrower, MOC and the Subsidiaries which in
aggregate amount exceed $35 million (for this purpose, excluding any
such Cash or Cash Equivalents representing the Net Offering Proceeds or
Net Cash Proceeds received on such date) shall be applied to prepay
outstanding Tranche A Loans (until the principal amount thereof has
been reduced to $0) and (y) after giving effect to the repayment
required by preceding clause (x), an amount equal to 100% of the Net
Offering Proceeds or Net Cash Proceeds so received shall be immediately
applied by the Borrower as follows:
(i) first, to prepay the Tranche A Loans (until the
principal amount thereof has been reduced to $0);
(ii) after the Tranche A Loans have been repaid in
full, an amount equal to 100% of the Net Offering Proceeds or
Net Cash Proceeds remaining to be applied pursuant to this
clause (ii) shall be applied to prepay the outstanding
principal of Tranche D Loans; provided that after the
aggregate principal amount of outstanding Tranche D Loans has
been reduced to $235 million, the lesser of (x) 100% of the
Net Offering Proceeds or Net Cash Proceeds remaining to be
applied pursuant to this clause (ii) or (y) 50% of the amount
of Net Offering Proceeds or Net Cash Proceeds required to be
applied in accordance with the provisions of this Section
2.10(b) (I.E., before the applications required by clauses
(i), (ii) and (iii) hereof), shall be applied to prepay the
outstanding principal of Tranche D Loans; provided further
that, in the case of any receipt of Net Cash
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Proceeds on or prior to September 8, 2000 as described in
Section 7(c) of the Fourth Amendment, the application required
by Section 7(d) of said Fourth Amendment shall instead be
required; and
(iii) any amount not required to be applied pursuant
to preceding clauses (i) and (ii) may be retained by the
Borrower, MOC and/or the respective Subsidiary."
5. USE OF PROCEEDS. Each of Sections 4.11 and 5.16 of the
Credit Agreement are hereby amended by deleting the last sentence thereof in its
entirety and by inserting in lieu thereof the following new sentence:
"Notwithstanding anything to the contrary contained elsewhere in this
Agreement, Tranche A Loans shall not be borrowed hereunder after the
Fourth Amendment Effective Date unless all proceeds of such borrowings
are promptly used for the working capital needs of the Borrower and its
Subsidiaries and in the ordinary course of their businesses."
6. ADDITIONAL COVENANTS. The following new Section 5.26, 5.27
and 5.28 are hereby added to the Credit Agreement immediately after Section 5.25
thereof:
"Section 5.26 CONSOLIDATION, MERGER, PURCHASE OR SALE OF
ASSETS, LEASE OBLIGATIONS, ETC. The Borrower will not, and will not
permit MOC or any Subsidiary to, wind up, liquidate or dissolve its
affairs or enter into any transaction of merger or consolidation, or
convey, sell, lease or otherwise dispose of (or agree to do any of the
foregoing at any future time) all or any part of its property or assets
(it being understood and agreed that, for all purposes of this Section
5.26, any liquidation or prepayment of any loan or loans, including
without limitation mortgage loans, owed to the Borrower, MOC or any
Subsidiary from any third Person for an amount less than par shall be
deemed to constitute an asset sale and shall be subject to the
requirements of following clause (vi)), or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one
or a series of related transactions) any part of the property or assets
(other than purchases or other acquisitions of inventory, materials and
equipment in the ordinary course of business) of any Person, except
that:
(i) Capital Expenditures by the Borrower, MOC and the
Subsidiaries shall be permitted to the extent not in violation
of Section 5.28;
(ii) the Parent Companies and the Subsidiaries may
lease (as lessee and/or as lessor, but not as part of a sale
and leaseback transaction) real or
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personal property in the ordinary course of business and
consistent with past practices;
(iii) the Borrower, MOC and the Subsidiaries may sell
and lease inventory (excluding Real Property Assets) in the
ordinary course of business;
(iv) the Borrower, MOC and the Subsidiaries may sell
used and obsolete equipment in the ordinary course of
business;
(v) the Borrower, MOC and the Subsidiaries may, in
the ordinary course of business, (1) license, as licensor or
licensee, patents, trademarks, copyrights and know-how to
third Persons and to one another; provided that in no event
shall this clause (1) be construed to permit the Borrower, MOC
or any of the Subsidiaries to (x) sell or transfer any
patents, trademarks, copyrights or tradenames to any third
Person or (y) grant an exclusive license to use any patent,
trademark, copyright or tradename , and (2) transfer or
license, as licensor or licensee, patents, trademarks,
copyrights and know-how to the Borrower, MOC and the
Subsidiaries;
(vi) so long as no Default then exists or would
result therefrom, the Borrower, MOC and the Subsidiaries may
sell assets to the extent not otherwise permitted under any
other clause of this Section 5.26, provided that (x) the
respective asset sale is made for consideration, consisting
entirely of cash (except as otherwise expressly permitted
pursuant to the proviso to following clause (y)), at least
equal to the fair market value (as determined in good faith by
management of the Person selling such asset) of the asset or
assets being sold, (y) in addition to the requirements of
preceding clause (x), the respective asset sale is made for
consideration, consisting entirely of cash, in an amount at
least equal to the net book value of the respective asset or
assets being sold at March 31, 2000, adjusted for depreciation
actually taken from March 31, 2000 until the date of the
respective sale; PROVIDED that (i) in connection with any
given sale of an asset or assets, the respective seller or
sellers (I.E., the Borrower, MOC and/or the respective
Subsidiaries) may accept consideration therefor (so long as
the fair market value test described in preceding clause (x)
is met) which is less than the net book value of the
respective asset or assets being sold as calculated above in
this clause (y) and/or may accept promissory notes as a
portion of the sale consideration therefor, in each case so
long as the sum of the aggregate discounts to net book value
and the principal amount or, if greater, fair market value (as
determined in good faith by management of the Person selling
the asset) of promissory notes accepted in connection
therewith does not (except to the extent permitted pursuant to
following clause (ii)) exceed an amount equal to 30% of the
net book value of the respective asset or assets being sold on
March 31, 2000 adjusted for depreciation actually taken from
March 31, 2000 until the date of the respective sale and (ii)
for all asset sales effected after March 31, 2000, discounts
to the net book value of the respective asset or assets being
sold and consideration
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consisting of promissory notes (valued at the greater of the
principal amount thereof or fair market value thereof, as
determined in good faith by management of the Person
selling such assets) may be received, which are in
excess of the discounts and amount of promissory notes
permitted pursuant to preceding clause (i) (for this purpose,
ignoring the phrase "(except to the extent permitted pursuant
to clause (ii))" appearing therein) so long as the aggregate
discounts and amount of promissory notes (valued as described
above) for all asset sales justified pursuant to this clause
(ii) do not exceed $60,000,000 and (z) the Net Cash Proceeds
from all asset sales effected pursuant to this clause (vi) are
applied in accordance with the relevant requirements of
Section 2.10.
Notwithstanding anything to the contrary contained above, in
no event shall any capital stock or other equity interests of any
Subsidiary be sold pursuant to the provisions of this Section 5.26,
except that so long as the respective sale complies with the
requirements set forth above in this Section 5.26, 100% of the equity
interests of any Subsidiary owned by the Borrower, MOC and the
Subsidiaries may be sold to a person not an affiliate of the Borrower
or MOC in a transaction otherwise permitted by this Section 5.26.
Section 5.27 LIMITATION ON CASH AND CASH EQUIVALENTS HELD. The
Borrower will not, and will not permit MOC or any Subsidiary to,
directly or indirectly, hold any Cash or Cash Equivalents (for all
purposes of this Section 5.27, the definition of "CASH OR CASH
EQUIVALENTS" shall be deemed modified by deleting the rating
requirements contained in clauses (iii) and (iv) thereof), at any time
when any Tranche A Loan remains outstanding hereunder, in an aggregate
amount in excess of $35 million for a period of more than five
consecutive Domestic Business Days.
Section 5.28 CAPITAL EXPENDITURES. (a) The Borrower will not,
and will not permit MOC or any Subsidiary to, make any Capital
Expenditures, except that during each calendar year, the Borrower, MOC
and the Subsidiaries may make Capital Expenditures which do not exceed
(x) in calendar year 2000, $75,000,000 and (y) in calendar year 2001
(prior to the Maturity Date) $60,000,000; provided to the extent the
aggregate Capital Expenditures made by the Borrower, MOC and the
Subsidiaries pursuant to this clause (a) during calendar year 2000 are
less then $75,000,000, such excess may be carried forward and used to
make Capital Expenditures in the immediately succeeding year.
(b) In addition to the Capital Expenditures permitted to be
made pursuant to preceding clause (a), the Borrower, MOC and the
Subsidiaries shall be permitted to make Permitted Reinvestment Capital
Expenditures."
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7. EFFECTIVE DATE. This Amendment shall become effective when
each of the following conditions is satisfied (or waived by the Required Banks)
(the date such conditions are satisfied or waived being deemed the "EFFECTIVE
DATE"):
(a) the Borrower, MOC and each Guarantor shall have executed
and delivered to the Administrative Agent a duly executed original of
this Amendment;
(b) the Required Banks shall have executed and delivered to
the Administrative Agent a duly executed original of this Amendment;
(c) the Borrower and its Subsidiaries shall have completed
transactions whereby approximately 100 mortgages on facilities operated
by Life Care Centers of America, Inc. and/or Health Asset Realty Trust
shall have been prepaid, generating Net Cash Proceeds of at least $470
million (including $22 million received and applied to repay Tranche A
Loans on August 28, 2000);
(d) after giving effect to the consummation of the
transactions described in preceding clauses (a) through (c), the
Borrower shall have (x) repaid in full all outstanding principal of
Tranche A Loans, (y) delivered, pursuant to Section 2.11(g) of the
Credit Agreement, to the Administrative Agent and the Banks an
irrevocable notice of cancellation of a portion of the Tranche A Loan
Commitments (to be effective on the third or fourth Domestic Business
Day after the Effective Date) pursuant to which the aggregate Tranche A
Loan Commitments shall be reduced to $400,000,000 and (z) shall have
delivered, pursuant to Section 2.11 of the Credit Agreement, an
irrevocable notice of optional prepayment of outstanding principal of
Tranche D Loans (requiring that such Tranche D Loans be prepaid on the
third or fourth Euro-Dollar Business Day after the Effective Date) in
the amount of at least $50,000,000 (it being acknowledged that the
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Tranche A Loans must (and shall) be repaid in full at the time of the
repayment required by preceding clause (z));
(e) the Borrower shall have paid all costs and expenses of
White & Case LLP and Herman Turner LLC incurred through the Effective
Date (with estimated amounts to be paid through the Effective Date,
with appropriate adjustments to occur thereafter); and
(f) the actions contemplated by following Section 8(y) shall
have been taken to the reasonable satisfaction of the Administrative
Agent.
Notwithstanding anything to the contrary contained above, this
Amendment shall only become effective if the Effective Date as
described above has occurred on or prior to September 8, 2000. The
Borrower shall furnish the Administrative Agent and the Banks with
prompt notice of the occurrence of the Effective Date (specifying in
such notice the date of the Effective Date and certifying that the
applicable conditions described above in this Section 7 were satisfied
on such date). Any failure of the Borrower to complete the actions
specified to be taken in the notice of cancellation and notice of
prepayment delivered pursuant to preceding Section 7(d) within the time
periods specified therein after the Effective Date shall constitute an
immediate Event of Default for all purposes of the Credit Agreement.
8. REPRESENTATIONS AND WARRANTIES. To induce the Banks to
enter into this Amendment, the Borrower represents and warrants to the Banks
that on the Effective Date all the representations and warranties of the
Borrower, MOC and each of their Subsidiaries contained in the Credit Agreement
or any other Loan Document are true and correct in all material respects (x) no
Default or Event of Default is in existence, (y) each Subsidiary (excluding LQ
West Bank
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JV - 1982, LaQuinta Wichita Kansas No 532 Ltd. and San Joaquin Healthcare
Associates, L.P., which are not wholly-owned by the Borrower, MOC and the
Subsidiaries and are not permitted to become Guarantors without the consent of
the other holders of equity interests therein) which, on the Effective Date was
not already a Guarantor, shall have become a Guarantor by the execution and
delivery of an assumption agreement in form and substance reasonably
satisfactory to the Administrative Agent and (z) the signature pages hereto
include a true and correct list of all Guarantors in existence on the Effective
Date (after giving effect to the execution and delivery of assumption agreements
as described in preceding clause (y)).
9. ENTIRE AGREEMENT. This Amendment constitutes the entire and
final agreement among the parties hereto with respect to the subject matter
hereof and there are no other agreements, understandings, undertakings,
representations or warranties among the parties hereto with respect to the
subject matter hereof except as set forth herein.
10. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
11. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
12. HEADINGS, ETC. Section or other headings contained in this
Amendment are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Amendment.
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13. NO FURTHER MODIFICATIONS. Except as modified herein, all
of the terms and conditions of the Credit Agreement, as modified hereby shall
remain in full force and effect and, as modified hereby, the Borrower confirms
and ratifies all of the terms, covenants and conditions of the Credit Agreement
in all respects.
* * *
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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 above written.
BORROWER:
MEDITRUST CORPORATION
By:__________________________
Name:
Title:
Each of the undersigned Guarantors acknowledges and agrees to
the foregoing provisions of the Fourth Amendment to Credit
Agreement, and further acknowledge and agrees that all Loan
Documents executed and delivered by them shall remain in full
force and effect after giving effect to said Fourth Amendment
to Credit Agreement.
GUARANTORS:
TELEMATRIX, INC.
By:____________________________________
Name:
Title:
LA QUINTA INVESTMENTS, INC.
By:____________________________________
Name:
Title:
LQ INVESTMENTS I
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
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LQ INVESTMENTS II
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LQ - LNL, L.P.
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LQ - EAST IRVINE, J.V.
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LQ BATON ROUGE, L.P.
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LQ MOTOR INN VENTURE AUSTIN NO. 530
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
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LA QUINTA SAN ANTONIO SOUTH J.V.
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LA QUINTA DENVER PEORIA STREET LTD.
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LQ - BIG APPLE JOINT VENTURE
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LA QUINTA INNS OF LUBBOCK, INC.
By:____________________________________
Name:
Title:
LA QUINTA INNS OF PUERTO RICO, INC.
By:____________________________________
Name:
Title:
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LA QUINTA PLAZA, INC.
By:____________________________________
Name:
Title:
LA QUINTA INNS DE MEXICO S.A. DE C.V.
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LA QUINTA FINANCIAL CORP.
By:____________________________________
Name:
Title:
LA QUINTA REALTY CORP.
By:____________________________________
Name:
Title:
LQI ACQUISITION CORP.
By:____________________________________
Name:
Title:
LA QUINTA MOTOR INNS, L.P.
By: La Quinta Realty Corp.
Its: General Partner
By:____________________________________
Name:
Title:
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LA QUINTA DEVELOPMENT PARTNERS, L.P.
By: Meditrust Corporation
Its: General Partner
By:____________________________________
Name:
Title:
LQM OPERATING PARTNERS, L.P.
By: La Quinta Realty Corp.
Its: General Partner
By:____________________________________
Name:
Title:
MEDITRUST HOTEL GROUP, INC.
By:____________________________________
Name:
Title:
MEDITRUST HEALTHCARE CORPORATION
By:____________________________________
Name:
Title:
NEW MEDITRUST COMPANY LLC
By:____________________________________
Name:
Title:
MT LIMITED I LLC
By:____________________________________
Name:
Title:
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T AND F PROPERTIES, LP
By: MT General LLC
Its: General Partner
By:____________________________________
Name:
Title:
MT GENERAL LLC
By:____________________________________
Name:
Title:
MEDITRUST OF BEDFORD, INC.
By:____________________________________
Name:
Title:
MEDITRUST OF KANSAS, INC.
By:____________________________________
Name:
Title:
MEDITRUST MORTGAGE INVESTMENTS, INC.
By:____________________________________
Name:
Title:
MEDITRUST FINANCE CORPORATION
By:____________________________________
Name:
Title:
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MEDITRUST FINANCIAL SERVICES CORPORATION
By:____________________________________
Name:
Title:
MEDITRUST OF MASSACHUSETTS
By:____________________________________
Name:
Title:
MEDITRUST MANAGEMENT COMPANY
By:____________________________________
Name:
Title:
MEDITRUST ACQUISITION COMPANY LLC
By:____________________________________
Name:
Title:
MEDITRUST OF THE UK, INC.
By:____________________________________
Name:
Title:
MEDITRUST OF CALIFORNIA, INC.
By:____________________________________
Name:
Title:
MEDITRUST OPERATING COMPANY
By:____________________________________
Name:
Title:
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THE LA QUINTA COMPANY
By:____________________________________
Name:
Title:
TELEMATRIX EQUIPMENT LLC
By:____________________________________
Name:
Title:
LA QUINTA INNS, INC.
By:____________________________________
Name:
Title:
MOC HOLDING COMPANY
By:____________________________________
Name:
Title:
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BANKS:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent
By:______________________________
Name:
Title:
BANKERS TRUST COMPANY, as a Bank and
as Syndication Agent
By:______________________________
Name:
Title:
FLEET NATIONAL BANK, as a Bank and
as Co-Documentation Agent
By:______________________________
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as a Bank
By:______________________________
Name:
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By:______________________________
Name:
Title:
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VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory Corp.
By:______________________________
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By:______________________________
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By:______________________________
Name:
Title:
MORGAN STANLEY SENIOR FUNDING, INC.
By:______________________________
Name:
Title:
FIRST DOMINION FUNDING I
By:______________________________
Name:
Title:
BANK ONE, N.A.
By:______________________________
Name:
Title:
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AERIES FINANCE -II LIMITED
By:______________________________
Name:
Title:
CERES FINANCE LTD.
By:______________________________
Name:
Title:
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., as Subadvisor
By:______________________________
Name:
Title:
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., as Subadvisor
By:______________________________
Name:
Title:
OASIS COLLATERALIZED HIGH
INCOME PORTFOLIOS-I, LTD.
By: INVESCO Senior Secured Management Inc.,
as Sub-Advisor
By:______________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:______________________________
Name:
Title:
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CAPTIVA FINANCE LTD.
By:______________________________
Name:
Title:
CAPTIVA II FINANCE LTD.
By:______________________________
Name:
Title:
DRESDNER BANK, AG
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:______________________________
Name:
Title:
FRANKLIN CLO I, LIMITED
By:______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:______________________________
Name:
Title:
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KZH III LLC
By:______________________________
Name:
Title:
KZH SHOSHONE LLC
By:______________________________
Name:
Title:
KZH STERLING LLC
By:______________________________
Name:
Title:
KZH HIGHLAND-2 LLC
By:______________________________
Name:
Title:
KZH PAMCO LLC
By:______________________________
Name:
Title:
WAINWRIGHT BANK & TRUST COMPANY
By:______________________________
Name:
Title:
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ML CLO XX PILGRIM AMERICA
By: Pilgrim Investments Inc.,
as its Investment Manager
By:______________________________
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc.,
as its Investment Manager
By:______________________________
Name:
Title:
PAM CAPITAL FUNDING L.P.
By: Highland Capital Management,
as Collateral Agent
By:______________________________
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management,
as Collateral Manager
By:______________________________
Name:
Title:
PACIFICA PARTNERS I, L.P.
By: Imperial Credit Asset Management
as its Investment Advisor
By:______________________________
Name:
Title:
HARCH CLO I LIMITED
By:______________________________
Name:
Title:
-24-
<PAGE>
ELC (CAYMAN) LTD.
By:______________________________
Name:
Title:
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By:______________________________
Name:
Title:
ELC (CAYMAN) LTD. 1999-II
By:______________________________
Name:
Title:
CARLYLE HIGH YIELD PARTNERS, L.P.
By:______________________________
Name:
Title:
CARLYLE HIGH YIELD PARTNERS II, L.P.
By:______________________________
Name:
Title:
SEQUILS - PILGRIM I, LTD. (Assignee)
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:______________________________
Name:
Title:
-25-
<PAGE>
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc.,
as its Investment Manager
By:______________________________
Name:
Title:
HIGHLAND LEGACY LTD.,
By: Highland Capital Management L.P.,
as Collateral Manager
By:______________________________
Name:
Title:
SENIOR FLOATING RATE FUND, INC.
By:______________________________
Name:
Title:
STANFIELD CLO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By:______________________________
Name:
Title:
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, LLC,
as its Investment Advisor
By:______________________________
Name:
Title:
-26-
<PAGE>
STEIN ROE & FARNHAM INCORPORATED,
as Agent for Keyport Life Insurance Company
By:______________________________
Name:
Title:
OAKBROOK BANK
By:______________________________
Name:
Title:
FLEET NATIONAL BANK,
as Trust Administrator for
Long Lane Master Trust IV
By:______________________________
Name:
Title:
ARAB AMERICAN BANK
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
ERSTE BANK, NEW YORK BRANCH
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
-27-
<PAGE>
BANK OF AMERICA, N.A.
By:______________________________
Name:
Title:
KEY CORPORATE CAPITAL INC.
By:______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:______________________________
Name:
Title:
HARBOURVIEW CDO II, LIMITED
By:______________________________
Name:
Title:
BLACK DIAMOND
By:______________________________
Name:
Title:
BANK AUSTRIA CREDITANSTALT
By:______________________________
Name:
Title:
-28-
