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1
Exhibit 10.2
SECOND AMENDMENT
SECOND AMENDMENT, dated as of May 15, 2000 (this "AMENDMENT"), to
the Credit Agreement, dated as of June 16, 1999 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among MCII
Holdings, Inc., formerly known as Motor Coach Industries International, Inc.,
a Delaware corporation (the "PARENT"), Motor Coach Industries International
Inc., formerly known as Transportation Manufacturing Operations, Inc. (the
"BORROWER"), the several banks and other financial institutions or entities
from time to time parties thereto (the "LENDERS"), The Bank of Nova Scotia,
as Syndication Agent (in such capacity, the "SYNDICATION AGENT"), General
Electric Capital Corporation, as Documentation Agent (in such capacity, the
"DOCUMENTATION AGENT"), and Canadian Imperial Bank of Commerce ("CIBC"), as
administrative agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Lenders shall have agreed, that certain provisions of
the Credit Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
premises and mutual agreements contained herein, the parties hereto hereby
agree as follows:
I. DEFINITIONS. Unless otherwise defined herein, terms defined in
the Credit Agreement shall be used as so defined.
II. AMENDMENTS TO THE CREDIT AGREEMENT.
1. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT: Section
1.1 of the Credit Agreement is hereby amended by deleting therefrom the existing
definitions of "Consolidated Interest Expense," and "L/C Commitment" in their
entireties and by substituting, in lieu thereof, the following:
"CONSOLIDATED INTEREST EXPENSE": for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of the
Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries (including,
without limitation, all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing
and net costs under Interest Rate Protection Agreements to the extent such
net costs are
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2
allocable to such period in accordance with GAAP), minus net payments
received during such period under Interest Rate Protection Agreements
and minus interest income, PROVIDED, that, in computing Consolidated
Interest Expense, the aggregate outstanding principal amount of (a)
Loans on each day during the period from June 16, 1999 through the date
upon which the Second Amendment to this Agreement shall become effective
shall be deemed to have been reduced by $50,000,000 (but in no event to
an amount less than zero) and (b) Loans on each day during the period
from June 16, 1999 through the closing date of the transaction pursuant
to which the Securitization L/C shall be issued shall be deemed to have
been reduced by an amount equal to the aggregate amount of the Loans
repaid on such closing date (but in no event to an amount less than
zero).
"L/C COMMITMENT": at any time, an amount equal to the lesser of (a)
$120,000,000 or (b) the aggregate amount of the Revolving Commitments then
in effect.
2. AMENDMENTS TO DEFINITIONS OF CERTAIN RATIOS. Clause
(a)(i)(y) of the definition of "Consolidated Senior Leverage Ratio" and clause
(a)(ii) of the definition of "Consolidated Total Leverage Ratio" are each
hereby amended by deleting such clauses in their entireties and by substituting,
in lieu thereof, the following:
The average daily principal amount of the Revolving Extensions of Credit
(other than Letters of Credit backing obligations which do not constitute
Indebtedness) outstanding during the period of four fiscal quarters ending on
such day (or, if shorter, the period ending on such day and beginning on the
date upon which the Second Amendment to this Agreement shall become effective).
3. AMENDMENT TO SECTION 6.1: Section 6.1 of the Credit
Agreement is hereby amended adding thereto the following subsection (c):
"(c) as soon as available, but in any event not later than 30 days
after the end of each month of each fiscal year of the Borrower (other than
the third, sixth, ninth and twelfth such months), the unaudited
consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of month and the related unaudited consolidated
statements of income and of cash flows for such month and the portion of
the fiscal year through the end of such month, setting forth in each case
in comparative form the figures for the previous year, certified by a
Responsible Officer as being fairly stated in all material respects
(subject to normal year-end audit adjustments)."
4. AMENDMENT TO SECTION 7.1: Section 7.1 of the Credit
Agreement is hereby amended by deleting said Section in its entirety and
substituting, in lieu thereof, the following:
"7.1 FINANCIAL CONDITION COVENANTS.
(a) CONSOLIDATED TOTAL LEVERAGE RATIO. Permit the Consolidated
Total Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the
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Borrower (or, if less, the number of full fiscal quarters subsequent to
the Closing Date) ending during any period set forth below to exceed the
ratio set forth below opposite such period:
<TABLE>
<CAPTION>
Consolidated Total
Period Leverage Ratio
------ --------------
<S> <C>
September 30, 1999 through December 31, 1999 5.25 to 1.0
January 1, 2000 through March 31, 2000 5.60 to 1.0
April 1, 2000 through June 30, 2000 6.25 to 1.0
July 1, 2000 through September 30, 2000 5.85 to 1.0
October 1, 2000 through December 31, 2000 5.25 to 1.0
March 31, 2001 through September 30, 2001 5.00 to 1.0
December 31, 2001 through September 30, 2002 4.75 to 1.0
December 31, 2002 through September 30, 2003 4.50 to 1.0
December 31, 2003 through June 30, 2004 4.25 to 1.0
September 30, 2004 and thereafter 4.00 to 1.0;
</TABLE>
PROVIDED, that for the purposes of determining the ratio described above,
for the fiscal quarters of the Borrower ending prior to the Closing Date
Consolidated EBITDA shall be as set forth on Schedule 1.1C.
(b) CONSOLIDATED SENIOR LEVERAGE RATIO. Permit the Consolidated
Senior Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower (or, if less, the number of full fiscal
quarters subsequent to the Closing Date) ending during any period set forth
below to exceed the ratio set forth below opposite such period:
<TABLE>
<CAPTION>
Consolidated Senior
Period Leverage Ratio
------ --------------
<S> <C>
September 30, 1999 through December 31, 1999 3.50 to 1.0
January 1, 2000 through March 31, 2000 4.00 to 1.0
April 1, 2000 through June 30, 2000 4.50 to 1.0
July 1, 2000 through September 30, 2000 4.00 to 1.0
October 1, 2000 through December 31, 2000 3.50 to 1.0
March 31, 2001 through September 30, 2002 3.25 to 1.0
December 31, 2002 through September 30, 2003 3.00 to 1.0
December 31, 2003 through September 30, 2004 2.75 to 1.0
December 31, 2004 and thereafter 2.50 to 1.0;
</TABLE>
PROVIDED, that for the purposes of determining the ratio described above,
for the fiscal quarters of the Borrower ending prior to the Closing Date
Consolidated EBITDA shall be as set forth on Schedule 1.1C.
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(c) CONSOLIDATED INTEREST COVERAGE RATIO. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower (or, if less, the number of full fiscal
quarters subsequent to the Closing Date) ending during any period set forth
below to be less than the ratio set forth below opposite such period:
<TABLE>
<CAPTION>
Consolidated Interest
Period Coverage Ratio
------ --------------
<S> <C>
September 30, 1999 through March 31, 2000 1.90 to 1.0
April 1, 2000 through June 30, 2000 1.50 to 1.0
July 1, 2000 through September 30, 2000 1.65 to 1.0
October 1, 2000 through December 31, 2000 1.80 to 1.0
January 1, 2001 through September 30, 2001 2.15 to 1.0
December 31, 2001 through September 30, 2002 2.25 to 1.0
December 31, 2002 through September 30, 2003 2.35 to 1.0
December 31, 2003 and thereafter 2.50 to 1.0;
</TABLE>
PROVIDED, that for the purposes of determining the ratio described above,
for the fiscal quarters of the Borrower ending prior to the Closing Date
Consolidated EBITDA and Consolidated Interest Expense shall be as set forth
on Schedule 1.1C.
(d) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower (or, if less, the number of full fiscal
quarters subsequent to the Closing Date) ending during any period set
forth below to be less than the ratio set forth below opposite such period:
<TABLE>
<CAPTION>
Consolidated Fixed
Period Charge Coverage Ratio
------ ---------------------
<S> <C>
September 30, 1999 through March 31, 2000 1.10 to 1.0
April 1, 2000 through December 31, 2000 1.00 to 1.0
March 31, 2001 through September 30, 2002 1.15 to 1.0
December 31, 2002 through June 30, 2003 1.30 to 1.0
September 30, 2003 and thereafter 1.50 to 1.0;
</TABLE>
PROVIDED, that for the purposes of determining the ratio described above,
for the fiscal quarters of the Borrower ending prior to the Closing Date
Consolidated EBITDA, Consolidated Fixed Charges and Capital Expenditures
shall be as set forth on Schedule 1.1C."
5. AMENDMENT TO SECTION 11.6(c): Section 11.6(c) of the Credit
Agreement is hereby amended by inserting at the end of the fourth line thereof
after the first appearance of the term "Administrative Agent" the following:
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"and, in the case of a transfer by any Revolving Lender of all or any part
of its Revolving Commitment to a Person other than another Lender, an
affiliate thereof or any Related Fund thereof, CIBC and, so long as the
Securitization L/C shall be outstanding, The Bank of Nova Scotia"
6. AMENDMENT TO SCHEDULE 1.1A. Schedule 1.1A to the Credit
Agreement is hereby amended to read as set forth on Schedule 1.1A hereto.
7. FURTHER INCREASES IN REVOLVING COMMITMENTS. The Lenders
agree that, to the extent that the aggregate amount by which the Revolving
Commitments are increased pursuant to Section II.6 of this Amendment is less
than $60,000,000, the Revolving Commitments may be increased by one or more of
the Lenders or, with the consent of the Borrower and the Administrative Agent
and, in the case of a new Revolving Commitment, CIBC and, so long as the
Securitization L/C shall be outstanding, The Bank of Nova Scotia (which, in each
case, will not be unreasonably withheld or delayed), by any other Person, on one
or more dates subsequent to the date upon which this Amendment shall become
effective by an aggregate amount not in excess of such difference. Each such
increase shall be effected pursuant to a supplement to the Credit Agreement
setting forth the amount of such increase that shall be executed and delivered
by the Borrower, the Administrative Agent and the Person and the Commitment of
which shall be so increased. On the date upon which any such increase in the
Revolving Commitments shall become effective, the Borrower shall prepay all then
outstanding Revolving Loans and reborrow such amount of Revolving Loans as it
shall then require on a PRO RATA basis among the Revolving Lenders based upon
the respective amounts of their Revolving Commitments after giving effect to
this Amendment and all such supplements.
III. CONDITIONS TO EFFECTIVENESS; REBORROWING OF REVOLVING LOANS. (a)
This Second Amendment will become effective upon satisfaction of the following
conditions precedent (but in no event later than May 16, 2000):
(i) the Administrative Agent shall have received copies of this
Amendment executed and delivered by the Borrower, each Guarantor, and the
Required Lenders (including each Lender whose Commitment is increased
pursuant to Section II.5 of this Amendment);
(ii) the Administrative Agent shall have received evidence, in form
and substance satisfactory to it, that the Borrower shall have received
subsequent to May 5, 2000 Net Cash Proceeds from the issuance of shares of
its common stock and/or from the receipt of capital contributions made to
it in an aggregate amount equal to at least $50,000,000;
(iii) the Administrative Agent shall have received, with a copy for
each Lender, a certificate executed by a duly authorized officer of the
Borrower attaching thereto a copy of the resolutions of the Board of
Directors of the Borrower authorizing the execution and delivery of this
Amendment and the performance of the Credit Agreement as amended hereby;
and
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(iv) the Administrative Agent shall have received, with a copy for
each Lender, a legal opinion of Skadden, Arps, Meagher & Flom LLP in form
and substance satisfactory to the Administrative Agent.
(b) On the effective date of this Amendment, the Borrower shall
prepay all then outstanding Revolving Loans and reborrow such amount of
Revolving Loans as it shall then require on a PRO RATA basis among the
Lenders based upon the respective amounts of their Revolving Commitments in
effect after giving effect to the effectiveness of this Amendment.
IV. GENERAL
1. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to each Lender that as of the effective date of this Second Amendment
(a) this Second Amendment constitutes the legal, valid and binding obligation of
the Borrower, enforceable against it in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, fraudulent
conveyances, reorganization, moratorium or similar laws affecting creditors'
rights generally, by general equitable principles (whether enforcement is sought
by proceedings in equity or at law) and by an implied covenant of good faith and
fair dealing, (b) the representations and warranties made by the Loan Parties in
the Loan Documents are true and correct in all material respects on and as of
the date hereof (except to the extent that such representations and warranties
are expressly stated to relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date) and (c) no Default or Event of Default
shall have occurred and be continuing.
2. CONTINUING EFFECT. Except as expressly waived or amended
hereby, the Credit Agreement shall continue to be and shall remain in full force
and effect in accordance with its terms.
3. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
4. COUNTERPARTS. This Second Amendment may be executed by the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
5. PAYMENT OF EXPENSES. The Borrower agrees to pay and
reimburse the Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Second Amendment, including, without
limitation, the reasonable fees and disbursements of counsel to the Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their properly and duly
authorized officers as of the day and year first above written.
MCII HOLDINGS, INC.
By: /s/ Horst O. Sieben
-------------------------
Title: Chief Financial Officer
MOTOR COACH INDUSTRIES
INTERNATIONAL, INC.
By: /s/ Horst O. Sieben
-------------------------
Title: Chief Financial Officer
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8
BUS LEASE, INC.
By: /s/ Horst O. Sieben
--------------------------
Name: Horst O. Sieben
Title: Chief Financial Officer
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9
HAUSMAN BUS SALES, INC.
By: /s/ Horst O. Sieben
--------------------------
Name: Horst O. Sieben
Title: Chief Financial Officer
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10
MOTOR COACH INDUSTRIES, INC.
By: /s/ Horst O. Sieben
--------------------------
Name: Horst O. Sieben
Title: Chief Financial Officer
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11
UNIVERSAL COACH PARTS, INC.
By: /s/ Horst O. Sieben
--------------------------
Name: Horst O. Sieben
Title: Chief Financial Officer
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12
TRANSIT BUS INTERNATIONAL, INC.
By: /s/ Horst O. Sieben
--------------------------
Name: Horst O. Sieben
Title: Chief Financial Officer
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13
MCII FINANCIAL SERVICES II, INC.
By: /s/ Horst O. Sieben
--------------------------
Name: Horst O. Sieben
Title: Chief Financial Officer
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14
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent and
as a Lender
By: /s/ Lindsay Gordon
--------------------------
Name: Lindsay Gordon
Title: Executive Director
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15
BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
----------------------------
Name: F.C.H. Ashby
Title: Senior Manager Loan
Operations
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16
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Woodrow Broadus
---------------------------------
Name: Woodrow Broadus
Title: Duly Authorized Signatory
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17
VAN KAMPEN CLO I, LIMITED
By: /s/ Darvin D. Pierce
------------------------------
Name: Darvin D. Pierce
Title: Vice President
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18
VAN KAMPEN PRIME RATE INCOME TRUST
By: /s/ Darvin D. Pierce
---------------------------
Name: Darvin D. Pierce
Title: Vice President
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19
VAN KAMPEN SENIOR FLOATING RATE FUND
By: /s/ Darvin D. Pierce
---------------------------
Name: Darvin D. Pierce
Title: Vice President
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20
VAN KAMPEN CLO II, LIMITED
By: /s/ Darvin D. Pierce
----------------------------
Name: Darvin D. Pierce
Title: Vice President
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21
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE
By: /s/ David M. Harnisch
------------------------------
Name: David M. Harnisch
Title: VP & Team Leader,
Corporate Finance
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22
FIRST UNION NATIONAL BANK
By: /s/ Gerald P. Hullinger
-----------------------------
Name: Gerald P. Hullinger
Title: Vice President
<PAGE>
23
KEMPER FLOATING RATE FUND
By: /s/ Kelly D. Babson
-------------------------
Name: Kelly D. Babson
Title: Vice President
<PAGE>
24
MASSMUTUAL HIGH YIELD PARTNERS II LLC
By: /s/ Wallace G. Rodger
--------------------------------
Name: Wallace G. Rodger
Title: Assistant Secretary &
Vice President
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25
SAAR HOLDINGS CDO, LIMITED
By: Massachusetts Mutual Life
Insurance Company
By: /s/ Steven J. Katz
----------------------------------
Name: Steven J. Katz
Title: Second Vice President &
Associate General Counsel
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26
PERSEUS CDO I, LIMITED
By: Massachusetts Mutual Life Insurance
Company, as Collateral Manager
By: /s/ Steven J. Katz
------------------------------
Name: Steven J. Katz
Title: Second Vice President &
Associate General Counsel
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27
SIMSBURY CLO, LIMITED
By: Massachusetts Mutual Life Insurance
Company, as Collateral Manager
By: /s/ Steven J. Katz
------------------------------
Name: Steven J. Katz
Title: Second Vice President &
Associate General Counsel
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28
OPPENHEIMER SENIOR FLOATING RATE FUND
By: /s/ Scott Farrar
---------------------------
Name: Scott Farrar
Title: Vice President
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29
SAWGRASS TRADING LLC
By: /s/ Ashley R. Hamilton
---------------------------------
Name: Ashley R. Hamilton
Title: Assistant Vice President
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30
SRF TRADING, INC.
By: /s/ Ashley R. Hamilton
---------------------------------
Name: Ashley R. Hamilton
Title: Assistant Vice President
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31
PPM SPYGLASS FUNDING TRUST
By: /s/ Ashley R. Hamilton
--------------------------------
Name: Ashley R. Hamilton
Title: Assistant Vice President
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32
OLYMPIC FUNDING TRUST SERIES 1999-1
By: /s/ Ashley R. Hamilton
--------------------------------
Name: Ashley R. Hamilton
Title: Assistant Vice President
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33
THE TORONTO-DOMINION (NEW YORK), INC.
By: /s/ Jorge A. Garcia
----------------------------
Name: Jorge A. Garcia
Title: Vice President
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34
PILGRIM AMERICA HIGH INCOME
INVESTMENTS, LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Michel Prince
----------------------------------
Name: Michel Prince
Title: Vice President
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35
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
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36
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
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37
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
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38
CARAVELLE INVESTMENT FUND LLC
By: /s/ Dean Criares
----------------------------------
Name: Dean Criares
Title: Managing Director
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39
ROYAL BANK OF CANADA
By: /s/ Sheryl L. Greenberg
----------------------------------
Name: Sheryl L. Greenberg
Title: Senior Manager
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40
THE FUJI BANK LIMITED
By: /s/ James Fayen
----------------------------------
Name: James Fayen
Title: Senior VP & Senior Team
Leader
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41
BAYERISCHE HYPO-UND VEREINSBANK AG
By: /s/ Timothy L. Harrod
----------------------------------
Name: Timothy L. Harrod
Title: Director
By: /s/ Steven Simons
----------------------------------
Name: Steven Simons
Title: Associate Director
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42
LASALLE BANK NA
By: /s/ Lisa Hopkins
----------------------------------
Name: Lisa Hopkins
Title: Corporate Banking Officer
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43
SUMMIT BANK
By: /s/ James E. Cheatham
----------------------------------
Name: James E. Cheatham
Title: VP - Director
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44
MOUNTAIN CLO TRUST
By: /s/ Hiroshi Nagamine
----------------------------------
Name: Hiroshi Nagamine
Title: Authorized Signatory
<PAGE>
45
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ James R. Fellows
----------------------------------
Name: James R. Fellows
Title: Vice President
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46
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By: /s/ Joseph P. Matteo
----------------------------------
Name: Joseph P. Matteo
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By: /s/ Joseph P. Matteo
----------------------------------
Name: Joseph P. Matteo
Title: Authorized Signatory
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47
IKB DEUTSCHE INDUSTIEBANK AG LUXEMBOURG
BRANCH
By: /s/ Edwin Brecht
----------------------------------
Name: Edwin Brecht
Title: Executive Director
By: /s/ Ana Maria Bohorquez
----------------------------------
Name: Ana Maria Bohorquez
Title: Manager
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48
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisors, Inc.,
its Collateral Manager
By: /s/ John G. Lapham
----------------------------------
Name: John G. Lapham
Title: Vice President
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49
J.H. WHITNEY MARKET VALUE FUND LP
By: /s/ Daniel J. O'Brien
----------------------------------
Name: Daniel J. O'Brien
Title: Director
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50
PACIFICA PARTNERS I, L.P.
By: Imperial Credit Asset Management
As its Investment Manager
By: /s/ Tom Colwell
----------------------------------
Name: Tom Colwell
Title: Vice President
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51
HARCH CLO I LTD.
By: /s/ Michael E. Lewitt
------------------------------------
Name: Michael E. Lewitt
Title: Authorized Signatory
<PAGE>
52
BAVARIA TRR CORPORATION
By: /s/ Lori Rezza
----------------------------------
Name: Lori Rezza
Title: Vice President
<PAGE>
53
GENERAL ELECTRIC CAPITAL CORPORATION,
as Documentation Agent and as a Lender
By: /s/ Woodrow Broadus J.
----------------------------------
Name: Woodrow Broadus J.
Title: Duly Authorized Signatory
<PAGE>
54
KZH SHOSHONE LLC
By: /s/ Peter Chin
----------------------------------
Name: Peter Chin
Title: Authorized Agent
<PAGE>
55
KZH RIVERSIDE LLC
By: /s/ Peter Chin
----------------------------------
Name: Peter Chin
Title: Authorized Agent
<PAGE>
56
SEQUILS - PILGRIM I, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ Michel Prince
----------------------------------
Name: Michel Prince
Title: Vice President
