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EXHIBIT 10.62
AMENDMENT NO. 6
THIS AMENDMENT NO. 6 (this "Amendment"), dated as of September 7, 2000,
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is by and among GALEY & LORD, INC., a Delaware corporation (the "Borrower"),
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GALEY & LORD INDUSTRIES, INC., a Delaware corporation ("G&L Industries"), the
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other Domestic Subsidiaries of the Borrower (each a "Guarantor", and together
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with G&L Industries, the "Guarantors"), the Lenders identified on the signature
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Pages hereto (the "Lenders") and FIRST UNION NATIONAL BANK, as Agent for the
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Lenders (the "Agent").
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W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of January 29, 1998, as
amended from time to time prior to the date hereof (the "Existing Credit
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Agreement") among the Borrower, the Guarantors, the Lenders and the Agent, the
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Lenders have extended commitments to make certain credit facilities available to
the Borrower;
WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein
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or the context otherwise requires, the following terms used in this
Amendment No. 6, including its preamble and recitals, have the following
meanings:
"Amended Credit Agreement" means the Existing Credit Agreement
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as amended hereby.
"Amendment No. 6 Effective Date" is defined in Subpart 3.1.
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SUBPART 1.2. Other Definitions. Unless otherwise defined herein or
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the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
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PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 6
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement shall
continue in full force and effect.
SUBPART 2.1. Applicable Percentage. All references to the "Adjusted
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Leverage Ratio" appearing in the definition of "Applicable Percentage" in
Section 1.1 of the Existing Credit Agreement are hereby amended and
replaced with references to the "Leverage Ratio". For purposes of
calculating the Applicable Percentage, the amendment effected by this
Subpart 2.1 shall be deemed to have become effective as of July 3, 1999.
SUBPART 2.2. Consolidated EBITDA. The definition of Consolidated
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EBITDA in Section 1.1 of the Existing Credit Agreement is amended and
restated in its entirety to read as follows:
"Consolidated EBITDA" shall mean, for any period, Consolidated
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Net Income plus the sum of (i) Consolidated Interest Expense for such
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period, plus (ii) to the extent the following items are deducted in
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calculating Consolidated Net Income, (A) all provisions for any
Federal, state or other income taxes for such period, (B)
depreciation, amortization and other non-cash charges for such period,
including, without limitation, any accrual necessary for purposes of
conforming with Financial Accounting Standards Board Statement Number
106 (as defined by GAAP) to the extent that the accrued portion
thereof constitutes a non-cash charge and (C) without duplication,
Strategic Initiative Addbacks for such period plus (iii) the sum of
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(a) to the extent not included in the calculation of Consolidated
EBITDA, the Borrower's and its Subsidiaries' proportionate share of
net income (excluding extraordinary losses, but including
extraordinary gains) of the Existing Joint Ventures and (b)
adjustments to Consolidated EBITDA reasonably acceptable to the Agent
for such period, of the Borrower and its Subsidiaries on a
consolidated basis as determined in accordance with GAAP applied on a
consistent basis. The applicable period shall be for the four
consecutive quarters ending as of the date of determination.
SUBPART 2.3. Consolidated Retained Earnings. The definition of
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Consolidated Retained Earnings in Section 1.1 of the Existing Credit
Agreement is amended and restated in its entirety to read as follows:
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"Consolidated Retained Earnings" shall mean total retained
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Borrower and its Subsidiaries on a consolidated basis (plus (i) any
After-Tax Strategic Initiative Addbacks, (ii) any NOL Impact and (iii)
the addback of extraordinary charges in an aggregate amount not
exceeding $1,500,000 on an after-tax basis associated with the
incurrence of Indebtedness permitted by Section 6.1(j) and the related
write-off of capitalized loan costs incurred in connection with this
Credit Agreement) as determined at a particular date in accordance
with GAAP applied on a consistent basis.
SUBPART 2.4. Debt Issuance. The definition of Debt Issuance in
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Section 1.1 of the Existing Credit Agreement is amended and restated in its
entirety to read as follows:
"Debt Issuance" shall mean the issuance of any Indebtedness for
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borrowed money (including the execution of a binding agreement of
another Person to lend money and the satisfaction of all conditions
precedent (other than the submission of a request for borrowing) to
the lending of such money) by the Borrower or any of its Subsidiaries
(excluding any Equity Issuance or any Indebtedness of the Borrower and
its Subsidiaries permitted to be incurred pursuant to Sections 6.1(a)
through 6.1(i) hereof).
SUBPART 2.5. Eligible Inventory. The definition of Eligible
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Inventory in Section 1.1 of the Existing Credit Agreement is amended and
restated in its entirety to read as follows:
"Eligible Inventory" shall mean, as of any date of determination
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and without duplication, the lower of the aggregate book value (based
on a FIFO or a moving average cost valuation, consistently applied) or
fair market value of all raw materials and finished goods inventory
and yarn and weaving in process owned by the Borrower or any of its
wholly-owned Subsidiaries less appropriate reserves determined in
----
accordance with GAAP but excluding in any event (i) inventory which is
(a) not subject to a perfected, first priority Lien in favor of the
Agent to secure the Credit Party Obligations, except that, unless
subject to a Lien securing Indebtedness permitted by Section 6.1(j),
(x) up to $25,000,000 of the inventory of the Klopman Entities may be
included as Eligible Inventory regardless of perfection or priority in
favor of the Agent and (y) inventory located in Canada may be included
as Eligible Inventory regardless of perfection or priority in favor of
the Agent or (b) subject to any other Lien that is not a Permitted
Lien, (ii) inventory which is not in good condition or fails to meet
standards for sale or use imposed by governmental
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agencies, departments or divisions having regulatory authority over
such goods, (iii) inventory which is not useable or salable at prices
approximating their cost in the ordinary course of the business
(including without duplication the amount of any reserves for
obsolescence, unsalability or decline in value), (iv) inventory
located outside of the United States or Canada, except that pursuant
to clause (i) above, up to $25,000,000 of the inventory of the Klopman
Entities, regardless of the location of such inventory, may be
included as Eligible Inventory, (v) inventory located at a leased
location with respect to which the Agent shall not have received a
landlord's waiver satisfactory to the Agent within 90 days of the
Closing Date, (vi) inventory which is leased or on consignment or held
at third-party vendors, suppliers or contractors and (vii) inventory
which fails to meet such other specifications and requirements as may
from time to time be established by the Agent in its reasonable
discretion.
SUBPART 2.6. Eligible Receivables. The definition of Eligible
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Receivables in Section 1.1 of the Existing Credit Agreement is amended and
restated in its entirety to read as follows:
"Eligible Receivables" shall mean, as of any date of
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determination and without duplication, the aggregate book value of all
accounts receivable, receivables, and obligations for payment created
or arising from the sale of inventory or the rendering of services in
the ordinary course of business (collectively, the "Receivables"),
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owned by or owing to the Borrower or any of its wholly-owned
Subsidiaries, net of allowances and reserves for doubtful or
uncollectible accounts and sales adjustments consistent with such
Person's internal policies and determination and without in any event
in accordance with GAAP, but excluding in any event (i) any Receivable
which is (a) not subject to a perfected, first priority Lien in favor
for the Agent to secure the Credit Party Obligations, except that,
unless subject to a Lien securing Indebtedness permitted by Section
6.1(j), (x) up to $35,000,000 of the Receivables of the Klopman
Entities may be included as Eligible Receivables regardless of
perfection or priority in favor of the Agent and (y) Receivables of
wholly-owned Subsidiaries domiciled in Canada may be included as
Eligible Receivables regardless of perfection or priority in favor of
the Agent or (b) subject to any other Lien that is not a Permitted
Lien, (ii) Receivables which are more than 60 days past due or 120
days past invoice date (net of reserves for bad debts in connection
with any such Receivables), (iii) 50% of the book value of any
Receivable not otherwise excluded by clause (ii) above but owing from
an account debtor which is the account debtor on any existing
Receivable then excluded by such clause (ii), unless the exclusion by
such clause (ii) is a result of a legitimate dispute by the account
debtor and the applicable
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Receivable is no more than 90 days past due, (iv) Receivables
evidenced by notes, chattel paper or other instruments, unless such
notes, chattel paper or instruments have been delivered to and are in
the possession of the Agent, (v) Receivables owing by an account
debtor which is not solvent or is subject to any bankruptcy or
insolvency proceeding of any kind, (vi) Receivables owing by an
account debtor located outside of the United States or Canada (unless
payment for the goods shipped is secured by an irrevocable letter of
credit in a form and from an institution acceptable to the Agent),
except that pursuant to clause (i) above, up to $35,000,000 of the
Receivables of the Klopman Entities and all Receivables of wholly-
owned Subsidiaries domiciled in Canada, regardless of the location of
the account debtor, may be included as Eligible Receivables, (vii)
Receivables which are contingent or subject to offset, deduction,
counterclaim, dispute or other defense to payment, in each case to the
extent of such offset, deduction, counterclaim, dispute or other
defense, (viii) Receivables for which any direct or indirect
Subsidiary or any Affiliate is the account debtor, (ix) Receivables
representing a sale to the government of the United States of America
or any subdivision thereof unless the Federal Assignment of Claims Act
has been complied with to the satisfaction of the Agent with respect
to the granting of a security interest in such Receivable, with or
other similar applicable law and (x) Receivables which fail to meet
such other specifications and requirements as may from time to time be
established by the Agent in its reasonable discretion.
SUBPART 2.7. Existing Joint Ventures. The definition of Existing
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Joint Ventures in Section 1.1 of the Existing Credit Agreement is amended
and restated in its entirety to read as follows
"Existing Joint Ventures" shall mean Swift Textiles Europe Ltd.,
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Swift Textiles France S.A., Sitex S.A., Tismade S.A., Somotex
International S.A., St. Lawrence Corporation (f/k/a C.S. Brooks
Corp.), Swift Denim Hidalgo, S.de R.L. de C.V. and Tulancingo SDC,
S.de R.L. de C.V.
SUBPART 2.8. Permitted Liens. Clause (xi) of the definition of
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Permitted Liens in Section 1.1 of the Existing Credit Agreement is amended
and restated in its entirety to read as follows:
(xi) Liens on assets of Foreign Subsidiaries located outside of
the United States securing Indebtedness (and refinancings thereof) to
the extent permitted under Section 6.1(g) and Section 6.1(j);
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SUBPART 2.9. New Definitions. The following new definitions of
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After-Tax Strategic Initiative Addbacks, NOL Impact, Strategic Initiatives
and Strategic Initiatives Addbacks are hereby added to Section 1.1 of the
Existing Credit Agreement in the appropriate alphabetical order to read as
follows:
"After-Tax Strategic Initiative Addbacks" shall mean, for any
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period, the Strategic Initiative Addbacks for such period as adjusted
for taxes at the effective tax rate at the time of the incurrence of
the cost or expense related to such Strategic Initiative Addbacks.
"NOL Impact" shall mean, for any period prior to the third
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fiscal quarter of fiscal year 2001, the amount of domestic net
operating loss carry-forwards that are utilized during such period in
the repatriation of earnings from Foreign Subsidiaries arising out of
new Indebtedness incurred pursuant to Section 6.1(j); provided that
the aggregate amount of NOL Impact shall not exceed $15,400,000.
"Strategic Initiatives" shall mean the rationalization of (i)
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denim capacity, (ii) yarn capacity and (iii) staffing of the Klopman
Entities, announced by the Borrower on or prior to January 31, 2001.
"Strategic Initiative Addbacks" shall mean, for any period
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occurring between September 1, 2000 and September 30, 2001, the
writedown of assets, severance, excess run-out cost, lease expense,
equipment removal and relocation and building carrying cost associated
with the Strategic Initiatives in an aggregate amount (excluding the
writedown of assets) not to exceed $24,000,000. Any reversal of
reserves set up for these costs and expenses will be deducted from the
calculation of Strategic Initiative Addbacks.
SUBPART 2.10. Commitment Reductions. Clause (b) appearing in
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Section 2.6 of the Existing Credit Agreement is amended and restated in its
entirety to read as follows:
(b) Mandatory Reductions. (i) On any date that the Revolving
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Loans are required to be prepaid pursuant to the terms of Section
2.7(b) (ii), (iii), (iv)(A), (v), (vi), (vii), and (viii), the
Revolving Committed Amount shall be automatically permanently
reduced by the amount of such required prepayment and/or
reduction.
(ii) On any date that the Term Loans are required to be
prepaid pursuant to the terms of Section 2.7(b)(iv)(B), the
Revolving Committed Amount shall be automatically permanently
reduced by an amount equal to
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the product of (1) the ratio of (a) the Revolving Committed
Amount then in effect to (b) the sum of the then outstanding
principal amount of the Term Loans (immediately prior to giving
effect to such prepayment) plus the Revolving Committed Amount
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then in effect times (2) one-hundred percent (100%) of the Net
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Cash Proceeds (or, if greater, one-hundred percent (100%) of the
commitment amount) of the Debt Issuance triggering such
prepayment of the Term Loans.
SUBPART 2.11. Mandatory Prepayments. Clauses (b)(iv) and (b)(ix)
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appearing in Section 2.7 of the Existing Credit Agreement are amended and
restated in their entireties to read as follows:
(b) Mandatory Prepayments.
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*******
(iv) Debt Issuances. (A) Immediately upon receipt by any Credit
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Party of proceeds from any Debt Issuance (other than Indebtedness
incurred pursuant to Section 6.1(j)), the Borrower shall prepay
the Loans in an aggregate amount equal to one-hundred percent
(100%) of the Net Cash Proceeds of such Debt Issuance to the
Lenders (such prepayment to be applied as set forth in clause
(ix) below). Notwithstanding the foregoing, the Net Cash
Proceeds received by the Borrower from the issuance of the Senior
Secured Debt shall not be required to be prepaid pursuant to this
clause (iv).
(B) Immediately upon the occurrence of any Debt Issuance
pursuant to Section 6.1(j), the Borrower shall reduce the
Revolving Committed Amount as described in Section 2.6(b)(ii) and
shall prepay the Term Loans in an aggregate amount equal to the
product of (1) the ratio of (a) the then outstanding principal
amount of the Term Loans (prior to such prepayment) to (b) the
sum of the then outstanding principal amount of the Term Loans
(prior to such prepayment) plus the Revolving Committed Amount
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then in effect times (2) one-hundred percent (100%) of the Net
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Cash Proceeds (or, if greater, one-hundred percent (100%) of the
commitment amount) of such Debt Issuance to the Lenders (such
prepayment to be applied as set forth in clause (ix) below).
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(ix) Application of Mandatory Prepayments. All amounts required
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to be paid pursuant to this Section 2.7(b) shall be applied as
follows: (A) with
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respect to all amounts prepaid pursuant to Section 2.7(b)(i), to
Revolving Loans and (after all Revolving Loans have been repaid) to a
cash collateral account in respect of LOC Obligations, (B) with
respect to all amounts prepaid pursuant to Sections 2.7(b)(ii), (iii),
(iv)(A), (v), (vi), (vii) and (viii), (1) first pro rata to the Term
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Loans (ratably to the remaining principal installments thereof) and
(2) second to the Revolving Loans and (after all Revolving Loans have
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been repaid) to a cash collateral account in respect of LOC
Obligations and (C) with respect to all amounts prepaid pursuant to
Section 2.7(b)(iv)(B), pro rata to the Term Loans (ratably to the
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remaining principal installments thereof). Within the parameters of
the applications set forth above, prepayments shall be applied first
to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct
order of Interest Period maturities. All prepayments under this
Section 2.7(b) shall be subject to Section 2.17 and be accompanied by
interest on the principal amount prepaid through the date of
prepayment.
SUBPART 2.12. Consolidated Retained Earnings. Section 5.9(b) of the
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Existing Credit Agreement is amended and restated in its entirety as
follows:
(b) Consolidated Retained Earnings. As of the end of any fiscal
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quarter, commencing with the fiscal quarter ending July 3, 1999,
Consolidated Retained Earnings of the Borrower and its Subsidiaries shall
be greater than or equal to the sum of (i) $57,100,000, plus (ii)
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commencing on October 2, 1999, 50% of cumulative quarterly Consolidated Net
Income (calculated by adding back any After-Tax Strategic Initiative
Addbacks and any NOL Impact) (without deduction for any quarterly losses).
SUBPART 2.13. Indebtedness. A new clause (j) is hereby added to
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Section 6.1 of the Existing Credit Agreement to read as follows:
(j) other Indebtedness of Foreign Subsidiaries (excluding any
intercompany Indebtedness permitted to be incurred hereunder) incurred in
order to refinance, replace or otherwise restructure a portion of the
$490,000,000 principal amount of indebtedness which may have originally
been incurred under this Agreement, which Indebtedness may be secured by
the assets of such Foreign Subsidiaries located outside of the United
States provided that (i) in connection with the incurrence of such
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Indebtedness, the Revolving Committed Amount is reduced pursuant to Section
2.6(b)(ii) and the Terms Loans are prepaid pursuant to Section
2.7(b)(iv)(B), (ii) after giving pro forma effect to the incurrence of such
Indebtedness, the reduction of the Revolving Committed Amount and the
prepayment of the Loans, the Borrower shall have at least $40,000,000 of
undrawn availability under both the Revolving Committed Amount and the
Borrowing Base, (iii) the interest rate on such Indebtedness does not
exceed the 90-day LIBOR Rate plus 3.25%, (iv) such Indebtedness does not
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contain cross-
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default or cross-acceleration provisions with respect to this Credit
Agreement and (v) the terms and provisions of any such Indebtedness shall
be otherwise reasonably acceptable to the Agent.
SUBPART 2.14. Guaranty Obligations. Section 6.3 of the Existing
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Credit Agreement is amended and restated in its entirety as follows:
The Borrower will not, nor will it permit any Subsidiary to, enter into or
otherwise become or be liable in respect of any Guaranty Obligations (excluding
specifically therefrom endorsements in the ordinary course of business of
negotiable instruments for deposit or collection) other than (i) those in favor
of the Lenders in connection herewith, (ii) Guaranty Obligations by the Borrower
or its Subsidiaries of Indebtedness permitted under Sections 6.1(a), (b), (c),
(d), (e), (f), (h) and (i) (except, as regards Indebtedness under Section
6.1(b), only if and to the extent such Indebtedness was guaranteed on the
Closing Date) and (iii) Guaranty Obligations by the Foreign Subsidiaries of the
Borrower of Indebtedness permitted under Sections 6.1(g) and 6.1(j).
SUBPART 2.15. Sale of Assets. A new clause (vii) is hereby added to
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Section 6.5(a) of the Existing Credit Agreement to read as follows:
(vii) the sale, lease or transfer of property or assets in connection
with the Strategic Initiatives (to the extent not otherwise permitted
by clause (vi) above);
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment No. 6 Effective Date. This Amendment shall
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be and become effective as of the date hereof (the "Amendment No. 6
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Effective Date") when all of the conditions set forth in this Part III
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shall have been satisfied, and thereafter this Amendment shall be known,
and may be referred to, as "Amendment No. 6."
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SUBPART 3.2. Execution of Counterparts of Amendment. The Agent
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shall have received counterparts (or other evidence of execution, including
telephonic message, satisfactory to the Agent) of this Amendment, which
collectively shall have been duly executed on behalf of each of the
Borrower, the Guarantors, the Agent and the Required Lenders.
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PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment to any
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Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment.
SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement. This
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Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 4.3. References in Other Credit Documents. At such time as
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this Amendment No. 6 shall become effective pursuant to the terms of
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Subpart 3.1, all references in the Existing Credit Agreement to the
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"Agreement" and all references in the other Credit Documents to the "Credit
Agreement" shall be deemed to refer to the Existing Credit Agreement as
amended by this Amendment.
SUBPART 4.4. Affirmation of Liens. The Borrower and the Guarantors, as
--------------------
applicable, affirm the liens and security interests created and granted in
the Existing Credit Agreement and the Credit Documents and agree that this
Amendment shall in no manner adversely affect or impair such liens and
security interests.
SUBPART 4.5. Representations and Warranties. The Borrower and the
------------------------------
Guarantors hereby represent and warrant as follows:
(i) Each Credit Party has taken all necessary action to
authorize the execution, delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by the
Credit Parties and constitutes each of the Credit Parties' legal,
valid and binding obligations, enforceable in accordance with its
terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
(iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or Governmental
Authority or
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third party is required in connection with the execution, delivery or
performance by any Credit Party of this Amendment (except as required
pursuant to the Credit Agreement).
(iv) The representations and warranties of the Credit Parties set
forth in Article III of the Amended Credit Agreement are true and
correct in all material respects as of the date hereof.
(v) No Default or Event of Default exists under the Existing
Credit Agreement on and as of the date hereof after giving effect to
the amendments contained herein.
(vi) No Credit Party, to the best of its knowledge, has any
counterclaims, offsets, credits or defenses to the Credit Documents
and the performance of its obligations thereunder.
SUBPART 4.6. Acknowledgment. The Guarantors (i) acknowledge and
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consent to all of the terms and conditions of this Amendment, (ii) affirm
all of their obligations under the Credit Documents and (iii) agree that
this Amendment and all documents executed in connection herewith do not
operate to reduce or discharge the Guarantors' obligations under the
Amended Credit Agreement or the other Credit Documents.
SUBPART 4.7. Counterparts. This Amendment may be executed by the
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parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.
SUBPART 4.8. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
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CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 4.9. Successors and Assigns. This Amendment shall be binding
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[Remainder of page intentionally left blank]
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Each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.
BORROWER: GALEY & LORD, INC.
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By: /s/ Michael R. Harmon
---------------------
Title: Executive VP
GUARANTORS: GALEY & LORD INDUSTRIES, INC.,
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By: /s/ Michael R. Harmon
----------------------
Title: Executive VP
G&L SERVICE COMPANY, NORTH
AMERICA, INC., a Delaware corporation
By: /s/ Michael R. Harmon
----------------------
Title: Vice President
SWIFT TEXTILES INC.,
a Delaware corporation
By: /s/ Michael R. Harmon
----------------------
Title: Executive VP
SWIFT DENIM SERVICES INC.,
a Delaware corporation
By: /s/ Michael R. Harmon
----------------------
Title: Executive VP
<PAGE>
GALEY & LORD PROPERTIES, INC.
a Delaware corporation
By: /s/ Leonard F. Ferro
---------------------------------
Title: Vice President
SWIFT DENIM PROPERTIES, INC.
a Delaware corporation
By: /s/ Leonard F. Ferro
---------------------------------
Title: Vice President
<PAGE>
LENDERS: FIRST UNION NATIONAL BANK
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individually in its capacity as
a Lender and in its
capacity as Agent
By: /s/ Roger Pelz
----------------------
Name: Roger Pelz
--------------------
Title: Senior VP
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THE CIT GROUP / COMMERCIAL SERVICES, INC.
By: /s/ William H. Skidmore
--------------------------
Title: Vice President
BANK ONE, NA
By: /s/ Michele Quentin
--------------------------
Title: Corporate Banking Officer
FLEET CAPITAL CORP.
By: /s/ Michael O'Neal
----------------------
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Deirdre B. Doyle
--------------------------
Title: Principal
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SUNTRUST BANK, ATLANTA
By: /s/ David W. Penter
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Title: Director
By: /s/ Laura Kahn
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Title: Director, Senior Relationship Manager
NATIONAL BANK OF CANADA
By: /s/ Alex M. Council
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Title: Vice President
By: /s/ Bill Handly
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Title: Vice President & Manager
BANK OF SCOTLAND
By: /s/ Joseph Fratus
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Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ R. Glass
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Title: Vice President
NATIONAL CITY BANK
By: /s/ Joshua R. Sosland
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Title: Assistant Vice President
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COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank Nederland", New York Branch
By: /s/ W. Jeffrey Vollack
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Title: Senior Credit Officer
Senior Vice President
ALLIANCE CAPITAL MANAGEMENT L.P.,
as Manager on behalf of ALLIANCE CAPITAL
FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of
Alliance Capital Management, L.P.
By: /s/ Joel Serebransky
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Title: Senior Vice President
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: David L. Babson & Company Inc.
as its Investment Advisor
By: /s/ Mary Ann McCarthy
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Title: Managing Director
ML CLO XIX STERLING
(CAYMAN) LTD.
By Sterling Asset Manager, L.L.C., as its
Investment Advisor
By: /s/ Louis Pispecchia
------------------------------
Title: Executive VP
<PAGE>
KZH CYPRESSTREE-1 LLC
By: /s/ Kimberly Rowe
-------------------------------
Title: Authorized Agent
CYPRESSTREE INVESTMENT
PARTNERS I LTD.
By: /s/ Jeffrey W. Heuer
-------------------------------
Title: Principal
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc.,
as Collateral Manager
By: /s/ Kurt Wegleitner
--------------------------
Title: Vice President & Portfolio Manager
ARCHIMEDES FUNDING II
By: ING Capital Advisors, Inc.,
as Collateral Manager
By: /s/ Kurt Wegleitner
--------------------------
Title: Vice President & Portfolio Manager
VAN KAMPEN CLO I, LIMITED
By: Van Kampen
Management, Inc.,
as Collateral Manager
By: /s/ Darwin D. Pierce
-------------------------------
Title: Vice President
<PAGE>
VAN KAMPEN CLO II, LTD.
By: Van Kampen
Management, Inc.,
as Collateral Manager
By: /s/ Brian T. Buscher
-------------------------------
Title: Manager Operations & Compliance
KZH PAMCO LLC
By: /s/ Peter Chin
---------------------------
Title: Authorized Agent
ELC (CAYMAN) LTD.
By: /s/ Amos N. Beason
---------------------------
Title: Director
ELC (CAYMAN) LTD. 2000-1
By: /s/ Amos N. Beason
---------------------------
Title: Director
ELC (CAYMEN) LTD. CDO SERIES 1999-I
By: /s/ Amos N. Beason
---------------------------
Title: Director
APEX (IDM) CDO I, LTD.
By: /s/ Amos N. Beason
---------------------------
Title: Director
<PAGE>
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD. (AS ASSIGNEE)
By: Pilgrim Investments, Inc.,
as its Investment Manager
By: /s/ Michel Prince, CFA
-----------------------------
Title: Vice President
SEQUILS PILGRIM I, LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Michel Prince, CFA
-----------------------------
Title: Vice President
THE CIT GROUP / EQUIPMENT FINANCING, INC.
By: /s/ Katie J. Saunders
-----------------------------
Title: Sr. Credit Analyst
NORTHWOODS CAPITAL, LIMITED
By: Angelo, Gordon & Co., L.P. as Collateral Manager
By: /s/ John W. Fraser
-----------------------------
Title:
AVALON CAPITAL LTD 2
By: /s/ Gregory Stoeckle
-----------------------------
Title: Authorized Signatory
