Amendment No. 4 to Credit Agreement among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., The Chase Manhattan Bank, and Lenders
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This amendment updates the terms of a credit agreement originally dated October 27, 1997, between American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., The Chase Manhattan Bank, and other lenders. The amendment extends certain loan commitment deadlines from July 31, 2000, to August 31, 2000, and increases the loan commitment by $10 million. It also sets conditions for effectiveness, including required signatures and payment of fees. All other terms of the original credit agreement remain in effect.
EX-10.02 3 k58208ex10-02.txt AMENDMENT NO. 4 AND AGREEMENT 1 EXHIBIT 10.02 AMENDMENT NO. 4 AND AGREEMENT dated as of July 27, 2000 (this "Amendment"), to the Credit Agreement dated as of October 27, 1997, as amended by Amendment No. 1, Waiver and Agreement, dated as of September 30, 1998, by Amendment No. 2, and Agreement, dated as of January 11, 1999, and by Amendment No. 3 and Agreement, dated as of October 26, 1999 (the "Credit Agreement"), among American Axle & Manufacturing Holdings, Inc. ("AAMH"), as successor in interest to American Axle & Manufacturing of Michigan, Inc., American Axle & Manufacturing, Inc., a Delaware corporation (the "Borrower"), the lenders party thereto (the "Lenders"), The Chase Manhattan Bank, a New York banking corporation, as administrative agent (the "Administrative Agent"), and Chase Manhattan Bank Delaware, as fronting bank (the "Fronting Bank"). A. Pursuant to the Credit Agreement, the Lenders and the Fronting Bank have extended credit to the Borrower, and have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein. B. The Borrower has requested that the requisite Lenders agree to amend certain provisions of the Credit Agreement as set forth herein. C. The requisite Lenders are willing to so amend the Credit Agreement, pursuant to the terms and subject to the conditions set forth herein. D. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: SECTION 1. Amendments. (a) The second paragraph of the preamble to the Credit Agreement is hereby amended by replacing the text "July 31, 2000" in clause (a) thereof with the text "August 31, 2000", provided that this paragraph (a) shall not be effective to extend the Tranche A Term Loan Commitment of any Tranche A Lender except to the extent specified by such Lender on such Lender's signature page hereto. (b) Section 2.01 of the Credit Agreement is hereby amended by replacing the text "July 31, 2000" in clause (i) of paragraph (a) thereof with the text "August 31, 2000", provided that this paragraph (b) shall not be effective to extend the Tranche A 2 Term Loan Commitment of any Tranche A Lender except to the extent specified by such Lender on such Lender's signature page hereto. (c) Section 2.09 of the Credit Agreement is hereby amended by replacing the text "July 31, 2000" (i) in the second sentence of paragraph (a) thereof and (ii) in paragraph (c) thereof with the text "August 31, 2000", provided that this paragraph (c) shall not be effective to extend the Tranche A Term Loan Commitment of any Tranche A Lender except to the extent specified by such Lender on such Lender's signature page hereto. (d) At 5:00 p.m., New York City time, on July 31, 2000, the Tranche A Term Loan Commitment of The Chase Manhattan Bank shall automatically be increased by an amount (the "Tranche A Increase Amount") equal to $10,000,000. For purposes of paragraph (a)(i) of Section 2.11 the installments payable on each Tranche A Term Loan Installment Date shall be increased pro rata by the Tranche A Increase Amount. SECTION 2. Agreement. AAMH and the Borrower hereby agree that, notwithstanding the provisions of Section 2.01 of the Credit Agreement, no Tranche A Term Borrowings shall be made under Section 2.01(a)(i) of the Credit Agreement until August 1, 2000. SECTION 3. Representations and Warranties. The Borrower and AAMH each represents and warrants to the Administrative Agent and the Lenders that: (a) This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the "Effective Date") when (a) the representations and warranties set forth in Section 3 of this Amendment shall be true and correct, (b) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of AAMH, the Borrower, the Required Lenders and each Lender the Tranche A Term Loan Commitment of which is extended pursuant hereto to August 31, 2000, and (c) all other fees and expenses required 3 3 to be paid or reimbursed by the Borrower pursuant hereto shall have been repaid or reimbursed, as applicable. SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement, and shall not alter, modify, amend or in any way affect the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle AAMH or the Borrower to a consent to, or a waiver, amendment, modification or other change of, any terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. SECTION 6. Credit Agreement. Except as specifically amended or waived hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement. SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. SECTION 9. Expenses. The Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent, and for any other outstanding out-of-pocket expenses of the Administrative Agent in connection with the Loan Documents and all transactions, consummated or otherwise, in connection therewith. SECTION 10. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. 4 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., by /s/ Robert A. Krause --------------------------------------- Name: Robert A. Krause Title: Vice President & Treasurer AMERICAN AXLE & MANUFACTURING, INC., by /s/ Robert A. Krause --------------------------------------- Name: Robert A. Krause Title: Vice President & Treasurer THE CHASE MANHATTAN BANK, by /s/ Richard W. Duker --------------------------------------- Name: Richard W. Duker Title: Vice President 5 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: BANK OF SCOTLAND To approve Amendment No. 4 and Agreement: by /s/ Joseph Fratus ------------------ Name: Joseph Fratus Title: Vice President
by /s/ Joseph Fratus ------------------ Name: Joseph Fratus Title: Vice President 6 6 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: VAN KAMPEN CLO I, LIMITED By: VAN KAMPEN MANAGEMENT INC., as Collateral Agent To approve Amendment No. 4 and Agreement: by /s/ Darvin D. Pierce --------------------- Name: Darvin D. Pierce Title: Vice President Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 7 7 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. To approve Amendment No. 4 and Agreement: by /s/ Darvin D. Pierce --------------------- Name: Darvin D. Pierce Title: Vice President Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 8 8 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. To approve Amendment No. 4 and Agreement: by /s/ Darvin D. Pierce --------------------- Name: Darvin D. Pierce Title: Vice President Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 9 9 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: COMERICA BANK To approve Amendment No. 4 and Agreement: by /s/ Michael T. Shea -------------------- Name: Michael T. Shea Title: Vice President
by /s/ Michael T. Shea -------------------- Name: Michael T. Shea Title: Vice President 10 10 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: WINGED FOOT FUNDING TRUST To approve Amendment No. 4 and Agreement: by /s/ Ashley R. Hamilton ----------------------- Name: Ashley R. Hamilton Title: Authorized Agent Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 11 11 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES To approve Amendment No. 4 and Agreement: by /s/ Faraaz Kamran ------------------ Name: Faraaz Kamran Title: Assistant Vice President by /s/ Elizabeth Arditti ---------------------- Name: Elizabeth Arditti Title: Assistant Treasurer
by /s/ Faraaz Kamran ------------------ Name: Faraaz Kamran Title: Assistant Vice President by /s/ Elizabeth Arditti ---------------------- Name: Elizabeth Arditti Title: Assistant Treasurer 12 12 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: FIRST UNION NATIONAL BANK To approve Amendment No. 4 and Agreement: by /s/ Kent Davis --------------- Name: Kent Davis Title: Vice President
by /s/ Kent Davis --------------- Name: Kent Davis Title: Vice President 13 13 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: BANK OF AMERICA, N.A. To approve Amendment No. 4 and Agreement: by /s/ Matthew J. Reilly ---------------------- Name: Matthew J. Reilly Title: Vice President
by /s/ Matthew J. Reilly ---------------------- Name: Matthew J. Reilly Title: Vice President 14 14 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: GOLDMAN SACHS CREDIT PARTNERS L.P. To approve Amendment No. 4 and Agreement: by /s/ Elizabeth Fischer ---------------------- Name: Elizabeth Fischer Title: Vice President
by /s/ Elizabeth Fischer ---------------------- Name: Elizabeth Fischer Title: Vice President 15 15 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: CREDIT AGRICOLE INDOSUEZ To approve Amendment No. 4 and Agreement: by /s/ Susan Knight ----------------- Name: Susan Knight Title: Vice President
by /s/ Charles Hiatt ------------------ Name: Charles Hiatt Title: Vice President Manager 16 16 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: MELLON BANK, N.A. To approve Amendment No. 4 and Agreement: by /s/ Richard J. Schaich ----------------------- Name: Richard J. Schaich Title: Vice President
by /s/ Richard J. Schaich ----------------------- Name: Richard J. Schaich Title: Vice President 17 17 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: INDUSTRIAL BANK OF JAPAN, LIMITED, CHICAGO BRANCH To approve Amendment No. 4 and Agreement: by /s/ Walter Wolff ----------------- Name: Walter Wolff Title: Joint General Manager
by /s/ Walter Wolff ----------------- Name: Walter Wolff Title: Joint General Manager 18 18 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: MICHIGAN NATIONAL BANK To approve Amendment No. 4 and Agreement: by /s/ Lisa D. McKinnon --------------------- Name: Lisa D. McKinnon Title: Vice President
by /s/ Lisa D. McKinnon --------------------- Name: Lisa D. McKinnon Title: Vice President 19 19 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor To approve Amendment No. 4 and Agreement: by /s/ Melissa Marano ------------------- Name: Melissa Marano Title: Vice President Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 20 20 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor To approve Amendment No. 4 and Agreement: by /s/ Melissa Marano ------------------- Name: Melissa Marano Title: Vice President Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 21 21 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: NATIONAL CITY BANK To approve Amendment No. 4 and Agreement: by /s/ John R. DeFrancesco ------------------------ Name: John R. DeFrancesco Title: Vice President
by /s/ John R. DeFrancesco ------------------------ Name: John R. DeFrancesco Title: Vice President 22 22 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: IBJ WHITEHALL BANK & TRUST COMPANY To approve Amendment No. 4 and Agreement: by /s/ Charles B. Fears --------------------- Name: Charles B. Fears Title: Director Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 23 23 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: CREDIT SUISSE FIRST BOSTON To approve Amendment No. 4 and Agreement: by /s/ Joel Glodowski ------------------- Name: Joel Glodowski Title: Managing Director
by /s/ Lalita Advani ------------------ Name: Lalita Advani Title: Assistant Vice President 24 24 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: THE CHASE MANHATTAN BANK To approve Amendment No. 4 and Agreement: by /s/ Richard W. Duker --------------------- Name: Richard W. Duker Title: Vice President
by /s/ Richard W. Duker --------------------- Name: Richard W. Duker Title: Vice President 25 25 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: KEYBANK NATIONAL ASSOCIATION To approve Amendment No. 4 and Agreement: by /s/ J.T. Taylor ---------------- Name: J.T. Taylor Title: Vice President
by /s/ J.T. Taylor ---------------- Name: J.T. Taylor Title: Vice President 26 26 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: FLEET NATIONAL BANK To approve Amendment No. 4 and Agreement: by /s/ Jack M. Harcourt --------------------- Name: Jack M. Harcourt Title: Authorized Officer
by /s/ Jack M. Harcourt --------------------- Name: Jack M. Harcourt Title: Authorized Officer 27 27 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: MANUFACTURERS AND TRADERS TRUST COMPANY To approve Amendment No. 4 and Agreement: by /s/ Kevin B. Quinn ------------------- Name: Kevin B. Quinn Title: Assistant Vice President
by /s/ Kevin B. Quinn ------------------- Name: Kevin B. Quinn Title: Assistant Vice President 28 28 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: THE BANK OF NOVA SCOTIA To approve Amendment No. 4 and Agreement: by /s/ F.C.H. Ashby ----------------- Name: F.C.H. Ashby Title: Senior Manager, Loan Operations
by /s/ F.C.H. Ashby ----------------- Name: F.C.H. Ashby Title: Senior Manager, Loan Operations 29 29 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: HSBC BANK USA To approve Amendment No. 4 and Agreement: by /s/ Paul M. Harrington ----------------------- Name: Paul M. Harrington Title: Authorized Signatory
by /s/ Paul M. Harrington ----------------------- Name: Paul M. Harrington Title: Authorized Signatory 30 30 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: BNP PARIBAS To approve Amendment No. 4 and Agreement: by /s/ Richard L. Sted -------------------- Name: Richard L. Sted Title: Central Region Manager
by /s/ Richard L. Sted -------------------- Name: Richard L. Sted Title: Central Region Manager 31 31 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: BALANCED HIGH YIELD FUND I LTD. By: BHF (USA) CAPITAL CORPORATION ACTING AS ATTORNEY-IN-FACT To approve Amendment No. 4 and Agreement: by /s/ Dana L. McDougall ---------------------- Name: Dana L. McDougall Title: Vice President by /s/ Chris Yu ------------- Name: Chris Yu Title: Associate Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 32 32 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: BANK ONE, MICHIGAN F/K/A NBD BANK To approve Amendment No. 4 and Agreement: by /s/ Mark L. McClure -------------------- Name: Mark L. McClure Title: First Vice President
by /s/ Mark L. McClure -------------------- Name: Mark L. McClure Title: First Vice President 33 33 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: BANK ONE, NA To approve Amendment No. 4 and Agreement: by /s/ Mark L. McClure -------------------- Name: Mark L. McClure Title: First Vice President Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 34 34 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital partners LLC as its Collateral Manager To approve Amendment No. 4 and Agreement: by /s/ Gregory L. Smith --------------------- Name: Gregory L. Smith Title: Partner Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 35 35 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: KZH CNC LLC To approve Amendment No. 4 and Agreement: by /s/ Nicholas Lucente --------------------- Name: Nicholas Lucente Title: Authorized Agent Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 36 36 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: KZH CYPRESSTREE-1 LLC To approve Amendment No. 4 and Agreement: by /s/ Nicholas Lucente --------------------- Name: Nicholas Lucente Title: Authorized Agent Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 37 37 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: KZH ING-3 LLC To approve Amendment No. 4 and Agreement: by /s/ Nicholas Lucente --------------------- Name: Nicholas Lucente Title: Authorized Agent Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 38 38 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: KZH LANGDALE LLC To approve Amendment No. 4 and Agreement: by /s/ Nicholas Lucente --------------------- Name: Nicholas Lucente Title: Authorized Agent Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 39 39 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company, Inc. as Portfolio Manager To approve Amendment No. 4 and Agreement: by /s/ Jonathan D. Sharkey ------------------------ Name: Jonathan D. Sharkey Title: Principal Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 40 40 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager To approve Amendment No. 4 and Agreement: by /s/ Jonathan D. Sharkey ------------------------------------------ Name: Jonathan D. Sharkey Title: Principal Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 41 41 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: CYPRESS TREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager To approve Amendment No. 4 and Agreement: by /s/ Jonathan D. Sharkey ------------------------ Name: Jonathan D. Sharkey Title: Principal Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 42 42 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: AERIES FINANCE-II LIMITED By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent To approve Amendment No. 4 and Agreement: by /s/ Anne M. McCarthy --------------------- Name: Anne M. McCarthy Title: Authorized Signatory Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 43 43 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Advisor To approve Amendment No. 4 and Agreement: by /s/ Anne M. McCarthy --------------------- Name: Anne M. McCarthy Title: Authorized Signatory Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 44 44 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: STRATA FUNDING LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent To approve Amendment No. 4 and Agreement: by /s/ Anne M. McCarthy --------------------- Name: Anne M. McCarthy Title: Authorized Signatory Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 45 45 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent (Financial) To approve Amendment No. 4 and Agreement: by /s/ Anne M. McCarthy --------------------- Name: Anne M. McCarthy Title: Authorized Signatory Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 46 46 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: TRITON CDO IV, LIMITED By: INVESCO Senior Secured Management, Inc., as Investment Advisor To approve Amendment No. 4 and Agreement: by /s/ Anne M. McCarthy --------------------- Name: Anne M. McCarthy Title: Authorized Signatory Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 47 47 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: TRITON CBO III, LIMITED By: INVESCO Senior Secured Management, Inc. as Investment Advisor To approve Amendment No. 4 and Agreement: by /s/ Anne M. McCarthy --------------------- Name: Anne M. McCarthy Title: Authorized Signatory Specify amount of Tranche A Term Loan Commitment to be extended pursuant to Section 1 hereof: $ by Name: Title: 48 48 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: THE BANK OF NEW YORK To approve Amendment No. 4 and Agreement: by /s/ Joshua Feldman ------------------- Name: Joshua Feldman Title: Assistant Vice President
by /s/ Joshua Feldman ------------------- Name: Joshua Feldman Title: Assistant Vice President 49 49 SIGNATURE PAGE TO AMENDMENT NO. 4 AND AGREEMENT dated July 27, 2000 Name of Institution: THE CHASE MANHATTAN BANK To approve Amendment No. 4 and Agreement: by /s/ Richard W. Duker --------------------- Name: Richard W. Duker Title: Vice President
by /s/ Richard W. Duker --------------------- Name: Richard W. Duker Title: Vice President
