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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------
For the Quarter Ended Commission File Number
November 2, 1996 0-16404
Supermarkets General Holdings Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3408704
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 Blair Road, P.O. Box 5301 07095-0915
Woodbridge, New Jersey (Zip Code)
(Address of principal executive offices)
908-499-3000
(Registrant's telephone number, including area code)
-------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
$3.52 Cumulative Exchangeable Redeemable Preferred Stock
-------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------------ ------------
As of November 2, 1996, there were outstanding 650,675 shares of $0.01
par value Class A Common Stock (voting) and 320,000 shares of $0.01 par value
Class B Common Stock (non-voting), all of which are privately owned and not
traded on a public market.
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SUPERMARKETS GENERAL HOLDINGS CORPORATION
PART II. OTHER INFORMATION
Item 6(a) Exhibits
Designation Description Methold of Filing
----------- ----------- -----------------
Exhibit 4.4(f) Sixth Amendment to Filed with this Report
Credit Agreement
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.
SUPERMARKETS GENERAL HOLDINGS CORPORATION
By /s/ Ron Marshall
---------------------------------------
(Ron Marshall)
Executive Vice President
and Chief Financial Officer
By /s/ Joseph Adelhardt
---------------------------------------
(Joseph Adelhardt)
Senior Vice President and Controller,
Chief Accounting Officer
Date: December 19, 1996
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Exhibit 4.4(f)
EXECUTION
PATHMARK STORES, INC.
SIXTH AMENDMENT TO CREDIT AGREEMENT
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this ``AMENDMENT'') is dated as
of December 3, 1996 and entered into by and among Pathmark Stores, Inc., a
Delaware corporation (``COMPANY''), the financial institutions listed on the
signature pages hereof (``LENDERS''), and Bankers Trust Company, as agent for
Lenders (``AGENT''), and is made with reference to that certain Credit Agreement
dated as of October 26, 1993, as amended to the date hereof (as so amended, the
``CREDIT AGREEMENT''), by and among Company, Lenders and Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend certain of the terms and
provisions of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS
A. Subsection 1.1 of the Credit Agreement is hereby amended by deleting
the definition of ``Consolidated Adjusted EBITDA'' contained therein in its
entirety and substituting therefor the following:
``CONSOLIDATED ADJUSTED EBITDA'' means, for any period, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Interest Expense, (iii) provisions for taxes based on income, (iv) total
depreciation and amortization expense, (v) provisions for expenses related
to the Restructuring, (vi) total non-cash interest expense of Company with
respect to the Junior Subordinated Notes, (vii) other non-cash items
(including without limitation LIFO charges) reducing Consolidated Net
Income, and (viii) to the extent deducted in determining Consolidated Net
Income for the fourth fiscal quarter of Fiscal Year 1996, up to $25,000,000
in restructuring charges, less other non-cash items increasing Consolidated
Net Income, all of the foregoing as determined on a consolidated basis for
Company and its Subsidiaries in conformity with GAAP.
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B. Subsection 1.1 of the Credit Agreement is hereby further amended by
adding thereto the following definitions, which shall be inserted in proper
alphabetical order:
"BRIDGE STUART" means Bridge Stuart, Inc., a New York corporation.
``COMPANY/RISK CORP. ASSUMED LIABILITIES'' means approximately
$128,000,000 in Contingent Obligations of Company in respect of, among
other things, its self-insured reserves relating to workers' compensation
claims, customer claims, auto liability, long-term disability benefits and
related allocated expenses.
``COMPANY/RISK CORP. CAPITAL CONTRIBUTION'' means a cash capital
contribution by Company to Risk Corp. in an amount not to exceed
$1,000,000, pursuant to the Risk Restructuring.
``PAULS'' means Pauls Trucking Corp., a New Jersey corporation.
``PAULS/RISK CORP. DIVIDEND NOTE'' means a promissory note in the
approximate principal amount of $10,000,000 issued by Pauls to Plainbridge
as a dividend, which promissory note shall be (i) subordinated in right of
payment to the payment in full of the Obligations and (ii) otherwise in
form and substance satisfactory to Agent.
``PLAINBRIDGE/RISK CORP. ASSUMED LIABILITIES'' means approximately
$8,000,000 in Contingent Obligations of Plainbridge in respect of, among
other things, its self-insured reserves related to workers' compensation
claims, customer claims, auto liability, long-term disability benefits and
related allocated expenses.
``PLAINBRIDGE/RISK CORP. DIVIDEND NOTE'' means a promissory note in
the approximate principal amount of $130,000,000 issued by Plainbridge to
Company as a dividend, which promissory note shall be (i) subordinated in
right of payment to the payment in full of the Obligations and (ii)
otherwise in form and substance satisfactory to Agent.
``RISK CORP.'' means Brick Stuart, Inc. (or, after the change of name
pursuant to the Risk Restructuring, Pathmark Risk Management Corporation),
a New Jersey corporation.
``RISK MANAGEMENT ADVISOR'' means a Person to be determined by Company
(subject to the approval of Agent, which approval shall not be unreasonably
withheld or delayed), which Person shall not be an Affiliate of Company.
``RISK RESTRUCTURING'' means, collectively, the change of name of Risk
Corp. from ``Brick Stuart, Inc.'' to ``Pathmark Risk Management
Corporation'', together with the occurrence of the following transactions
in the following order: (i) a dividend by Plainbridge to Company of the
Plainbridge/Risk Corp. Dividend Note
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and a dividend by Pauls to Plainbridge of the Pauls/Risk Corp. Dividend
Note; (ii) the contribution by Company of the Plainbridge/Risk Corp.
Dividend Note to Bridge Stuart and the assumption of the Company/Risk Corp.
Assumed Liabilities by Bridge Stuart; (iii) the contribution by Bridge
Stuart of the Plainbridge/Risk Corp. Dividend Note to Risk Corp. and the
assumption of the Company/Risk Corp. Assumed Liabilities by Risk Corp. in
exchange for the issuance to Bridge Stuart of common stock of Risk Corp.,
the contribution by Plainbridge of the Pauls/Risk Corp. Dividend Note to
Risk Corp. and the assumption of the Plainbridge/Risk Corp. Assumed
Liabilities by Risk Corp. in exchange for the issuance to Plainbridge of
common stock of Risk Corp., and the making of the Company/Risk Corp.
Capital Contribution; provided that the common stock of Risk Corp. issued
to Bridge Stuart and Plainbridge pursuant to this clause (iii) shall not
exceed in the aggregate 10.0% of the outstanding common stock of Risk
Corp.; and (iv) the sale to Risk Management Advisor by Bridge Stuart and
Plainbridge of not in excess of 10.0% percent of the outstanding common
stock of Risk Corp. for an aggregate sales price of $50,000.
1.2 AMENDMENT TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND
LOANS
Subsection 2.4A(iii)(a) of the Credit Agreement is hereby amended by
deleting the last proviso to the first sentence thereof in its entirety and
substituting therefor the following:
``; provided, however, that (x) for Fiscal Year 1997, the first $50,000,000
of Net Cash Proceeds of Asset Sale and (y) for any other Fiscal Year, the
first $25,000,000 of Net Cash Proceeds of Asset Sale (other than, in the
case of either clause (x) or (y), (1) any Net Cash Proceeds of Asset Sale
from any Qualified Sale and Lease-back and (2) any Proposed Reinvestment
Amount to the extent such Proposed Reinvestment Amount is used to repair,
restore or replace assets of Company or any of its Subsidiaries as provided
above), in each case received by Company or any of its Subsidiaries in such
Fiscal Year, shall not be required to be applied to prepay any Loans or
result in any reduction of the Revolving Loan Commitments pursuant to this
subsection 2.4A(iii)(a).''
1.3 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
A. Subsection 7.1 of the Credit Agreement is hereby amended by (i)
deleting the ``and'' appearing at the end of clause (xi) thereof, (ii)
renumbering clause (xii) thereof as clause (xiii), and (iii) adding a new clause
(xii) thereto as follows:
``(xii) Plainbridge may become and remain liable with respect to the
Plainbridge/Risk Corp. Dividend Note, and Pauls may become and remain
liable with respect to the Pauls/Risk Corp. Dividend Note in connection
with the Risk Restructuring; provided, however, that the Plainbridge/Risk
Corp. Dividend Note and the Pauls/Risk Corp. Dividend Note shall not be
contributed to Risk Corp. or Bridge
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Stuart, as applicable, pursuant to the Risk Restructuring unless each of
Risk Corp. and Bridge Stuart (a) shall have executed and delivered to Agent
those documents required to be delivered pursuant to subsection 6.8 hereof
by any Person which becomes a Subsidiary of Company after the Closing Date
and (b) without limiting the foregoing clause (a), pledges the
Plainbridge/Risk Corp. Dividend Note and the Pauls/Risk Corp. Dividend
Note, as applicable, to Agent pursuant to the terms of the applicable
Subsidiary Pledge Agreement; and''
B. Subsection 7.3 of the Credit Agreement is hereby amended by (i)
deleting the ``and'' appearing at the end of clause (vii) thereof, (ii)
renumbering clause (viii) thereof as clause (ix), and (iii) adding a new clause
(viii) thereto as follows:
``(viii) Company and its Subsidiaries may make the Investments
described in clauses (ii) and (iii) of the definition of Risk
Restructuring; provided that all other transactions which are required
under such definition to occur prior to or concurrently with each such
Investment shall have occurred prior to or concurrently with the making of
such Investment; and provided further, that all transactions constituting
the Risk Restructuring shall be consummated no later than February 2, 1997;
and''
C. Subsection 7.4 of the Credit Agreement is hereby amended by (i)
deleting the ``and'' appearing at the end of clause (ix) thereof, (ii)
renumbering clause (x) thereof as clause (xi), and (iii) adding a new clause (x)
thereto as follows:
``(x) Bridge Stuart and Risk Corp. may, in connection with the
Risk Restructuring, become and remain liable with respect to the
Company/Risk Corp. Assumed Liabilities and the Plainbridge/Risk Corp.
Assumed Liabilities; and''
D. Subsection 7.6A of the Credit Agreement is hereby amended by deleting
the table set forth therein in its entirety and substituting therefor the
following:
``MINIMUM
FISCAL QUARTER ENDING INTEREST COVERAGE RATIO
May 4, 1996 1.70:1.00
August 3, 1996 1.70:1.00
November 2, 1996 1.70:1.00
February 1, 1997 1.65:1.00
May 3, 1997 1.60:1.00
August 2, 1997 1.55:1.00
November 4, 1997 1.55:1.00
January 31, 1998 1.55:1.00
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May 2, 1998 1.55:1.00
August 1, 1998 1.55:1.00
October 31, 1998 1.75:1.00
January 30, 1999 1.85:1.00
May 1, 1999 1.85:1.00
July 31, 1999 1.85:1.00
October 30, 1999
and thereafter 2.00:1.00''
E. Subsection 7.6B of the Credit Agreement is hereby amended by deleting
the table set forth therein in its entirety and substituting therefor the
following:
``FISCAL QUARTER ENDING MAXIMUM LEVERAGE RATIO
May 4, 1996 5.80:1.00
August 3, 1996 5.80:1.00
November 2, 1996 5.80:1.00
February 1, 1997 6.50:1.00
May 3, 1997 6.70:1.00
August 2, 1997 7.00:1.00
November 4, 1997 6.95:1.00
January 31, 1998 6.95:1.00
May 2, 1998 6.95:1.00
August 1, 1998 6.95:1.00
October 31, 1998 5.60:1.00
January 30, 1999 5.40:1.00
May 1, 1999 5.25:1.00
July 31, 1999 5.25:1.00
October 30, 1999
and thereafter 5.00:1.00''
F. Subsection 7.6C of the Credit Agreement is hereby amended by deleting
the table set forth therein in its entirety and substituting therefor the
following:
``MINIMUM CONSOLIDATED
FISCAL QUARTER ENDING ADJUSTED EBITDA
May 4, 1996 $255,000,000
August 3, 1996 $255,000,000
November 2, 1996 $255,000,000
February 1, 1997 $225,000,000
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May 3, 1997 $220,000,000
August 2, 1997 $210,000,000
November 4, 1997 $210,000,000
January 31, 1998 $210,000,000
May 2, 1998 $210,000,000
August 1, 1998 $210,000,000
October 31, 1998 $260,000,000
January 30, 1999 $265,000,000
May 1, 1999 $265,000,000
July 31, 1999 $265,000,000
October 30, 1999
and thereafter $270,000,000''
G. Subsection 7.7 of the Credit Agreement is hereby amended by (i)
deleting the ``and'' appearing at the end of clause (viii) thereof, (ii)
renumbering clause (ix) thereof as clause (x), and (iii) adding a new clause
(ix) thereto as follows:
``(ix) Company and its Subsidiaries may consummate the transactions
described in clauses (ii), (iii) and (iv) of the definition of Risk
Restructuring; provided that all other transactions which are required
under such definition to occur prior to or concurrently with each such
transaction shall have occurred prior to or concurrently with the
consummation of such transaction; and provided further, that all
transactions constituting the Risk Restructuring shall be consummated no
later than February 2, 1997; and''
H. Subsection 7.8 of the Credit Agreement is hereby amended by deleting
the table set forth therein in its entirety and substituting therefor the
following:
``MAXIMUM CONSOLIDATED
FISCAL YEAR CAPITAL EXPENDITURES AMOUNT
1993 $115,000,000
1994 $120,000,000
1995 $120,000,000
1996 $120,000,000
1997 $90,000,000
1998 and thereafter $125,000,000''
I. Subsection 7.12 of the Credit Agreement is hereby amended by adding
immediately after the reference to ``Collateral Documents'' contained therein
the phrase ``and as permitted under subsection 7.7(ix) hereof''.
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1.4 AMENDMENT TO SECTION 11: SPECIAL PROVISIONS RELATING TO CERTAIN
TRANSACTIONS
Section 11 of the Credit Agreement is hereby amended by adding a new
subsection 11.7 at the end thereof as follows:
``11.7 Issuance of Stock Pursuant to Risk Restructuring.
Pursuant to the Risk Restructuring, Risk Corp. may amend its Articles
of Incorporation to the extent necessary to issue, and may issue to Bridge
Stuart and Plainbridge, common stock representing in the aggregate not in
excess of 10.0% of its outstanding common stock; provided that all other
transactions which are required under the definition of Risk Restructuring
to occur prior to or concurrently with such issuance shall have occurred
prior to or concurrently with such issuance.''
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the prior or
concurrent satisfaction of all of the following conditions precedent (the date
of satisfaction of such conditions being referred to herein as the ``SIXTH
AMENDMENT EFFECTIVE DATE''):
A. On or before the Sixth Amendment Effective Date, Company shall deliver
to Lenders (or to Agent for Lenders with sufficient originally executed copies,
where appropriate, for each Lender and its counsel) the following, each, unless
otherwise noted, dated the Sixth Amendment Effective Date:
1. Certified copies of any amendments made to its Certificate of
Incorporation after the Closing Date, certified as of the Sixth Amendment
Effective Date by its corporate secretary or an assistant secretary as
being the only amendments thereto since the Closing Date (or, if there have
been no such amendments since the Closing Date, a certificate of its
corporate secretary or an assistant secretary to that effect), together
with a good standing certificate from the Secretary of State of the State
of Delaware, dated a recent date prior to the Sixth Amendment Effective
Date;
2. Copies of any amendments made to its Bylaws after the Closing
Date, certified as of the Sixth Amendment Effective Date by its corporate
secretary or an assistant secretary as being the only amendments thereto
since the Closing Date (or, if there have been no such amendments since the
Closing Date, a certificate of its corporate secretary or an assistant
secretary to that effect);
3. Resolutions of its Board of Directors approving and authorizing
the execution, delivery, and performance of this Amendment, certified as of
the Sixth
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Amendment Effective Date by its corporate secretary or an assistant
secretary as being in full force and effect without modification or
amendment;
4. Signature and incumbency certificates of its officers executing
this Amendment; and
5. Copies of this Amendment executed by Company.
B. Agent shall have received from Company (i) a schedule in the form of
Schedule 5.1 annexed to the Credit Agreement setting forth all of the Real
Estate Subsidiaries and other Subsidiaries of Company and the ownership
interests of Company therein prior to the Risk Restructuring, and (ii) a
schedule in the form of Schedule 5.1 annexed to the Credit Agreement setting
forth all of the Real Estate Subsidiaries and other Subsidiaries of Company and
the ownership interests of Company therein after giving effect to the Risk
Restructuring.
C. Agent shall have received from Company, for distribution to each
Lender that has executed and delivered a counterpart of this Amendment on or
prior to 5:00 p.m. (New York City time) on December 13, 1996, an amendment fee
in an amount equal to 0.15% of the sum of the Term A Loan Exposure of such
Lender plus the Term B Loan Exposure of such Lender plus the Revolving Loan
Exposure of such Lender.
D. On or before the Sixth Amendment Effective Date, all corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Agent, acting on behalf of Lenders, and its counsel shall be
satisfactory in form and substance to Agent and such counsel, and Agent and such
counsel shall have received all such counterpart originals or certified copies
of such documents as Agent may reasonably request.
SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Company represents and warrants
to each Lender that the following statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out
the transactions contemplated by, and perform its obligations under, the
Amended Agreement.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of Company.
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C. NO CONFLICT. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule
or regulation applicable to Company or any of its Subsidiaries, the
Certificate or Articles of Incorporation or Bylaws of Company or any of its
Subsidiaries, or any order, judgment or decree of any court or other agency
of government binding on Company or any of its Subsidiaries, (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time
or both) a default under any Contractual Obligation of Company or any of
its Subsidiaries, (iii) result in or require the creation or imposition of
any Lien upon any of the properties or assets of Company or any of its
Subsidiaries (other than any Liens created under any of the Loan Documents
in favor of Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of Company or any of its Subsidiaries except for such approvals
or consents which will be obtained on or before the Sixth Amendment
Effective Date.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement
have been duly executed and delivered by Company and are the legally valid
and binding obligations of Company, enforceable against Company in
accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or limiting creditors' rights generally or by equitable principles
relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of
the Credit Agreement are and will be true, correct and complete in all
material respects on and as of the Sixth Amendment Effective Date to the
same extent as though made on and as of that date, except to the extent
such representations and warranties specifically relate to an earlier date,
in which case they were true, correct and complete in all material respects
on and as of such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
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SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the Sixth Amendment Effective Date, each reference
in the Credit Agreement to ``this Agreement'', ``hereunder'', ``hereof'',
``herein'' or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the ``Credit Agreement'',
``thereunder'', ``thereof'' or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein or therein, constitute a
waiver of any provision of, or operate as a waiver of any right, power or
remedy of Agent or any Lender under, the Credit Agreement or any of the
other Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all reasonable costs,
fees and expenses incurred by Agent and its counsel with respect to this
Amendment and the documents and transactions contemplated hereby shall be for
the account of Company.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
E. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment (other than Section 1 hereof) shall become
effective upon the execution of a counterpart hereof by Requisite Lenders,
Company and Agent and receipt by Company and Agent of written or telephonic
notification of such execution and authorization of delivery thereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
PATHMARK STORES, INC.
By: /S/ RON MARSHALL
------------------------------
Name: Ron Marshall
Title: Executive Vice
President
BANKERS TRUST COMPANY, individually
and as Agent
By: /S/ MARY JO JOLLY
-------------------------------
Name: Mary Jo Jolly
Title: Assistant Vice President
S-1
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THE BANK OF NOVA SCOTIA, as a Lender
By: /S/ STEPHEN LOCKHART
---------------------------------
Name: Stephen Lockhart
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR, as a Lender
By: /S/ BRIAN J. CUMBERLAND
---------------------------------
Name: Brian J. Cumberland
Title: Assistant Treasurer
By: /S/ WILLIAM C. MAIER
---------------------------------
Name: William C. Maier
Title: VP - Group Manager
CIBC INC., as a Lender
By: /S/ ELIZABETH SCHREIBER
---------------------------------
Name: Elizabeth Schreiber
Title: Authorized Signatory
CITIBANK, N.A., as a Lender
By: /S/ HANS L. CHRISTENSEN
---------------------------------
Name: Hans L. Christensen
Title: Vice President
S-2
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COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE, as a Lender
By: /S/ SEAN MOUNIER
---------------------------------
Name: Sean Mounier
Title: First Vice President
By: /S/ BRIAN O'LEARY
---------------------------------
Name: Brian O'Leary
Title: Vice President
CORESTATES BANK, N.A., as a Lender
By: /S/ THOMAS J. MCDONNELL
---------------------------------
Name: Thomas J. McDonnell
Title: Vice President
THE FIRST NATIONAL BANK OF
BOSTON, as a Lender
By:
---------------------------------
Name:
Title:
GOLDMAN SACHS CREDIT PARTNERS
L.P., as a Lender
By: /S/ JOHN URBAN
---------------------------------
Authorized Signatory
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HELLER FINANCIAL, INC., as a Lender
By: /S/ JOANN L. HOLMAN
---------------------------------
Name: Joann L. Holman
Title: Assistant Vice President
INDOSUEZ CAPITAL FUNDING II,
LIMITED, as a Lender
By: INDOSUEZ CAPITAL
LUXEMBOURG, as Collateral
Manager
By: /S/ FRANCOISE BERTHELOT
---------------------------------
Name: Francoise Berthelot
Title: Authorized Signatory
LTCB TRUST COMPANY, as a Lender
By: /S/ NOBORU KUBOTA
---------------------------------
Name: Noboru Kubota
Title: Senior Vice President
S-4
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THE MITSUBISHI TRUST AND BANKING
CORPORATION, as a Lender
By: /S/ PATRICIA LORET DE MOLA
---------------------------------
Name: Patricia Loret de Mola
Title: Senior Vice President
MORGAN STANLEY SENIOR FUNDING,
INC., as a Lender
By: /S/ CHRISTOPHER A. PUCILLO
---------------------------------
Name: Christopher A. Pucillo
Title: Vice President
OAK HILL SECURITIES FUND, L.P., as a
Lender
By: OAK HILL SECURITIES GENPAR,
L.P., its General Partner
By: Oak Hill Securities MGP, Inc.,
its General Partner
By: /S/ SCOTT KRASE
---------------------------------
Name: Scott Krase
Title: Vice President
PILGRIM AMERICA PRIME RATE TRUST, as
a Lender
By: /S/ HOWARD TIFFEN
---------------------------------
Name: Howard Tiffen
Title: Senior Vice President
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SENIOR DEBT PORTFOLIO, as a Lender
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /S/ BARBARA CAMPBELL
---------------------------------
Name: Barbara Campbell
Title: Assistant Treasurer
SUMMIT BANK, as a Lender
By: /S/ LAWRENCE F. ZEMA
---------------------------------
Name: Lawrence F. Zema
Title: Vice President & Regional
Manager, Large Corporate Group
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST, as a Lender
By: /S/ BRIAN W. GOOD
---------------------------------
Name: Brian W. Good
Title: Vice President
S-6
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KEYPORT LIFE INSURANCE COMPANY,
as a Lender
By: CHANCELLOR LGT SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor
By: /S/ STEPHEN M. ALFIERI
---------------------------------
Name: Stephen M. Alfieri
Title: Managing Director
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS B.V.,
as a Lender
By: CHANCELLOR LGT SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor
By: /S/ STEPHEN M. ALFIERI
---------------------------------
Name: Stephen M. Alfieri
Title: Managing Director
STICHTING RESTRUCTURED
OBLIGATIONS BACKED BY SENIOR
ASSETS 2 (ROSA2), as a Lender
By: CHANCELLOR LGT SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor
By: /S/ STEPHENM. ALFIERE
---------------------------------
Name: Stephen M. Alfieri
Title: Managing Director
S-7
<PAGE>
AERIES FINANCE LTD., as a Lender
By: /S/ ANDREW IAN WIGNALL
---------------------------------
Name: Andrew Ian Wignall
Title: Director
CERES FINANCE LTD., as a Lender
By: /S/ DAVID EGGLISHAW
---------------------------------
Name: David Egglishaw
Title: Director
STRATA FUNDING LTD., as a Lender
By: /S/ DAVID EGGLISHAW
---------------------------------
Name: David Egglishaw
Title: Director
S-8
<PAGE>
CAPTIVA FINANCE LTD., as a Lender
By: /S/ DAVID EGGLISHAW
---------------------------------
Name: David Egglishaw
Title: Director
S-9
<PAGE>
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /S/ MICHAEL RICHARDS
---------------------------------
Name: Michael Richards
Title: Vice President
S-10
