Amendment No. 5 to Credit Agreement among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., Lenders, and The Chase Manhattan Bank
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This agreement, dated August 15, 2000, is the fifth amendment to a credit agreement originally established in 1997 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., several lenders, The Chase Manhattan Bank (as administrative agent), and Chase Manhattan Bank Delaware (as fronting bank). The amendment updates definitions, modifies terms related to permitted indebtedness, investments, and guarantees, and imposes new limits on certain financial transactions. The parties agree to these changes to reflect current business needs and maintain compliance with the credit facility's requirements.
EX-10.03 4 k58208ex10-03.txt AMENDMENT NO. 5 AND AGREEMENT 1 EXHIBIT 10.03 AMENDMENT NO. 5 AND AGREEMENT dated as of August 15, 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, Waiver and Agreement, dated as of January 11, 1999, Amendment No. 3 and Agreement, dated as of October 26, 1999, and Amendment No. 4 and Agreement, dated as of July 27, 2000 (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) Section 1.01 of the Credit Agreement is hereby amended as follows: (i) by amending and restating the definition of the term "AAMM" in its entirety to read as follows: "AAMH" means American Axle & Manufacturing Holdings, Inc., as successor in interest to American Axle & Manufacturing of Michigan, Inc.; and 2 2 (ii) by adding the following definition in appropriate alphabetical order: "Total Assets" means, at any time, the amount of total assets of AAMH, the Borrower and the Subsidiaries at such time, determined on a consolidated basis in accordance with GAAP. (b) Section 6.01 of the Credit Agreement is hereby amended as follows: (i) by replacing the text "the date hereof" in paragraph (a) of such Section with the text "July 31, 2000,"; (ii) by amending and restating paragraph (d) of such Section in its entirety to read as follows: (d) Indebtedness of the Borrower and the Subsidiaries pursuant to (i) Interest Rate Protection Agreements entered into in order to fix the effective rate of interest on the Loans and other Indebtedness or (ii) currency hedging agreements or arrangements entered into in order to protect against currency exchange rate fluctuations, provided that such transactions shall be entered into to hedge actual interest rate or currency exchange rate exposures and not for the purpose of speculation; (iii) by deleting the proviso in paragraph (j) of such Section; (iv) by amending and restating paragraph (k) of such Section in its entirety to read as follows: (k)(i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by the Borrower or any Subsidiary prior to or within 270 days after a Capital Expenditure permitted under Section 6.10 in order to finance such Capital Expenditure, and (ii) extensions, renewals and refinancings thereof provided that any such refinancing Indebtedness shall not be (A) Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced or (B) in a principal amount which exceeds the Indebtedness being renewed, extended or refinanced. 3 3 (v) by (A) deleting the proviso in paragraph (p) of such Section and (B) inserting the text "AAMH (subject to Section 6.08)," immediately after the text "other Indebtedness of" in paragraph (p) of such Section; (vi) by deleting the text "in an aggregate principal amount at any time outstanding not in excess of $5,000,000" in paragraph (q) of such Section; (vii) by amending and restating paragraph (r) of such Section in its entirety to read as follows: (r) (i) $300,000,000 in aggregate principal amount of Permitted Subordinated Debt issued in 1999 and (ii) additional Permitted Subordinated Debt, provided that, at the time any Permitted Subordinated Debt is incurred pursuant to this clause (ii), AAMH, the Borrower and the Subsidiaries shall be in compliance on a pro forma basis after giving effect to such incurrence, with the covenants contained in Sections 6.11, 6.12 and 6.13 recomputed as of the last day of the most recently ended fiscal quarter of AAMH, the Borrower and the Subsidiaries as if such incurrence had occurred on the first day of each relevant period for testing such compliance, and the Borrower shall have delivered to the Administrative Agent an officers' certificate to such effect; and (viii) by adding the following new paragraph at the end of such Section: Notwithstanding the foregoing, neither AAMH nor the Borrower will, and neither will cause or permit any of the Subsidiaries to, (a) incur, create or assume any Indebtedness pursuant to paragraph (j), (k)(i), (p) or (q) of this Section 6.01, (b) effect any Sale and Lease-Back Transaction pursuant to Section 6.03(b) or (c) enter into any Guarantee pursuant to Section 6.04(j) if, at the time of (and after giving effect to) the incurrence, creation or assumption of such Indebtedness or the entering into of such Sale and Lease-Back Transaction or Guarantee, the aggregate principal amount (without duplication) of Indebtedness outstanding under paragraphs (j), (k)(i), (p) and (q) of this Section 6.01, plus (without duplication) the aggregate Remaining Present Value of leases entered into pursuant to Section 6.03(b), plus (without duplication) the aggregate 4 4 amount of Guarantees outstanding under Section 6.04(j) would exceed an amount equal to 10% of Total Assets at such time. (c) Section 6.02 of the Credit Agreement is hereby amended by amending and restating paragraph (r) of such Section in its entirety to read as follows: (r) other Liens with respect to property or assets not constituting collateral for the Obligations securing Indebtedness incurred pursuant to Section 6.01(q); (d) Section 6.03 of the Credit Agreement is hereby amended by amending and restating clause (b) of such Section in its entirety to read as follows: (b) other Sale and Lease-Back Transactions, subject to the limitation set forth in the final paragraph of Section 6.01. (e) Section 6.04 of the Credit Agreement is hereby amended as follows: (i) by amending and restating paragraph (g) of such Section in its entirety to read as follows: (g) Interest Rate Protection Agreements and currency hedging agreements and arrangements permitted pursuant to Section 6.01(d); (ii) by amending and restating paragraph (j) of such Section in its entirety to read as follows: (j) Guarantees by AAMH, the Borrower or any Subsidiary in accordance with customary industry practices, subject to the limitation set forth in the final paragraph of Section 6.01; (iii) by replacing the text "$15,000,000" in paragraph (k) of such Section with the text "$75,000,000"; (iv) by deleting the text "investments in Permitted Business Acquisitions or" in paragraph (l) of such Section; 5 5 (v) by amending and restating paragraph (m) of such Section in its entirety to read as follows: (m) investments in foreign Subsidiaries at least 90% of the stock of which is owned directly by the Borrower or a domestic Wholly Owned Subsidiary, provided that, at no time will AAMH or the Borrower, or will AAMH or the Borrower cause or permit any of the Subsidiaries to, make any investment pursuant to this paragraph (m) if, after giving effect to such investment, the aggregate amount of investments made pursuant to this paragraph (m) (net of any return representing return on capital in respect of any such investment and valued at the time of the making thereof) would exceed 25% of Total Assets at such time; and (vi) by amending and restating paragraph (n) of such Section in its entirety to read as follows: (n) investments constituting Permitted Business Acquisitions. (f) Section 6.08 of the Credit Agreement is hereby amended by replacing the text "and (iv)" with the text ", (iv) Guarantees by AAMH (A) entered into pursuant to Section 6.01(p) of obligations of the Borrower or any of the Subsidiaries or (B) entered into pursuant to Section 6.04(j) and (v)". (g) Section 6.10 of the Credit Agreement is hereby amended as follows: (i) by inserting the text "after fiscal year 2000" in the proviso in the first sentence of such Section immediately after the text "in any fiscal year"; and (ii) by replacing the table therein with the following table:
6 6 (h) Section 6.11 of the Credit Agreement is hereby amended by replacing the table therein with the following table: Period: Ratio: July 1, 2000 and thereafter 3.50 (i) Section 6.12 of the Credit Agreement is hereby amended by replacing the table therein with the following table: Period: Ratio: July 1, 2000 and thereafter 3.00 (j) Schedule 6.01 to the Credit Agreement is hereby amended and restated in its entirety to read as set forth in Schedule 6.01 hereto. (k) Each reference in the Credit Agreement to the term "AAMM" is hereby replaced with a reference to the term "AAMH". (l) At 5:00 p.m., New York City time, on the Effective Date (as defined below), (i) the Revolving Credit Commitment of each Revolving Credit Lender that has specified on its signature page hereto that it will increase its Revolving Credit Commitment shall be increased in the total amount specified on its signature page hereto, and (ii) each Lender that is not a Revolving Credit Lender immediately prior the effectiveness of this Amendment and has specified on its signature page hereto that it will provide a Revolving Credit Commitment will provide a Revolving Credit Commitment in the amount specified on its signature page hereto. Immediately following the increase in the Revolving Credit Commitments pursuant to the first sentence of this Section 1(l), the Tranche A Term Loan Commitments shall be irrevocably terminated. SECTION 2. Agreement. AAMH and the Borrower hereby agree that, notwithstanding the provisions of Section 2.01 of the Credit Agreement, no Revolving Borrowings or Swingline Loans shall be made or permitted to remain outstanding under Section 2.01(b) of the Credit Agreement until August 12, 2000. SECTION 3. Representations and Warranties. The Borrower and AAMH each represents and warrants to the Administrative Agent and the Lenders that: 7 7 (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) Before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (d) On and prior to the Effective Date, no Tranche A Term Loans have been, or shall be, made. SECTION 4. Fees. In consideration of the agreement of the requisite Lenders contained in Section 1 of this Amendment, the Borrower agrees to pay the fees separately agreed upon with the Administrative Agent (the "Amendment Fees"). SECTION 5. 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 (i) counterparts of this Amendment that, when taken together, bear the signatures of AAMH, the Borrower, the Required Lenders and each Lender the Revolving Credit Commitment of which is increased (or that provides a Revolving Credit Commitment) pursuant hereto and (ii) the Amendment Fees and (c) all other fees and expenses required to be paid or reimbursed by the Borrower pursuant hereto shall have been repaid or reimbursed, as applicable. SECTION 6. 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 8 8 apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. SECTION 7. 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 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. 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 10. 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 11. 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. 9 9 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/ Robin J. Adams ------------------------------------ Name: Robin J. Adams Title: EVP & CFO AMERICAN AXLE & MANUFACTURING, INC., by /s/ Robert A. Krause ------------------------------------ Name: Robert A. Krause Title: V.P. & Treasurer THE CHASE MANHATTAN BANK, by /s/ Richard W. Duker ------------------------------------ Name: Richard W. Duker Title: Vice President 10 10 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: BANK OF AMERICA, N.A. To approve Amendment No. 5 and Agreement: by /s/ Matthew J. Reilly ------------------------------------ Name: Matthew J. Reilly Title: Vice President
by Matthew J. Reilly ------------------------------------ Name: Matthew J. Reilly Title: Vice President 11 11 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: THE CHASE MANHATTAN BANK To approve Amendment No. 5 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 12 12 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager To approve Amendment No. 5 and Agreement: by /s/ Christopher A. Bondy ------------------------------------ Name: Christopher A. Bondy Title: Partner
by /s/ Christopher A. Bondy ------------------------------------ Name: Christopher A. Bondy Title: Partner 13 13 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ML CLO XII PILGRIM AMERICA (CAYMAN), LTD By: PILGRIM INVESTMENTS, INC. AS ITS INVESTMENT MANAGER To approve Amendment No. 5 and Agreement: by /s/ Mark F. Haak ------------------------------------ Name: Mark F. Haak Title: Assistant Vice President
by /s/ Mark F. Haak ------------------------------------ Name: Mark F. Haak Title: Assistant Vice President 14 14 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: DRESDNER BANK AG NEW YORK AG GRAND CAYMAN BRANCHES To approve Amendment No. 5 and Agreement: by /s/ Gabriela Fields ------------------------------------ Name: Gabriela Fields Title: Asst. Treasurer by /s/ Faraaz Kamran ------------------------------------ Name: Faraaz Kamran Title: Asst. V.P.
by /s/ Gabriela Fields ------------------------------------ Name: Gabriela Fields Title: Asst. Treasurer by /s/ Faraaz Kamran ------------------------------------ Name: Faraaz Kamran Title: Asst. V.P. 15 15 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: KZH CNC LLC To approve Amendment No. 5 and Agreement: by /s/ Peter Chin ------------------------------------ Name: Peter Chin Title: Authorized Agent
by ------------------------------------ Name: Title: 16 16 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: KZH CRESCENT LLC To approve Amendment No. 5 and Agreement: by /s/ Peter Chin ------------------------------------ Name: Peter Chin Title: Authorized Agent
by ------------------------------------ Name: Title: 17 17 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: KZH CRESCENT-3 LLC To approve Amendment No. 5 and Agreement: by /s/ Peter Chin ------------------------------------ Name: Peter Chin Title: Authorized Agent
by ------------------------------------ Name: Title: 18 18 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: KZH CYPRESSTREE-1 LLC To approve Amendment No. 5 and Agreement: by /s/ Peter Chin ------------------------------------ Name: Peter Chin Title: Authorized Agent
by ------------------------------------ Name: Title: 19 19 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: KZH ING-3 LLC To approve Amendment No. 5 and Agreement: by /s/ Peter Chin ------------------------------------ Name: Peter Chin Title: Authorized Agent
by ------------------------------------ Name: Title: 20 20 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: NATIONAL CITY BANK To approve Amendment No. 5 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 21 21 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: VAN KAMPEN CLO I, LIMITED BY: VAN KAMPEN MANAGEMENT INC., as Collateral Management To approve Amendment No. 5 and Agreement: by /s/ Darvin D. Pierce ------------------------------------ Name: Darvin D. Pierce Title: Vice President
by ------------------------------------ Name: Title: 22 22 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. To approve Amendment No. 5 and Agreement: by /s/ Darvin D. Pierce ------------------------------------ Name: Darvin D. Pierce Title: Vice President
by ------------------------------------ Name: Title: 23 23 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. To approve Amendment No. 5 and Agreement: by /s/ Darvin D. Pierce ------------------------------------ Name: Darvin D. Pierce Title: Vice President
by ------------------------------------ Name: Title: 24 24 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: SEQUILS IV, LTD By: TCW Advisors, Inc. as its Collateral Manager To approve Amendment No. 5 and Agreement: by /s/ Mark L. Gold ----------------------------------- Name: Mark L. Gold Title: Managing Director by /s/ Richard F. Kurth ----------------------------------- Name: Richard F. Kurth Title: Vice President
by ------------------------------------ Name: Title: 25 25 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: SEQUILS I, LTD By: TCW Advisors, Inc. as its Collateral Manager To approve Amendment No. 5 and Agreement: by /s/ Mark L. Gold ------------------------------------ Name: Mark L. Gold Title: Managing Director by /s/ Richard F. Kurth ------------------------------------ Name: Richard R. Kurth Title: Vice President
by ------------------------------------ Name: Title: 26 26 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CONTINENTAL ASSURANCE COMPANY SEPARATE ACCOUNT (E) By: TCW Asset Management Company as Attorney-in-Fact To approve Amendment No. 5 and Agreement: by /s/ Mark L. Gold ------------------------------------ Name: Mark L. Gold Title: Managing Director by /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Vice President
by ------------------------------------ Name: Title: 27 27 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: UNITED OF OMAHA LIFE INSURANCE COMPANY By: TCW Asset Management Company, its Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Mark L. Gold ------------------------------------ Name: Mark L. Gold Title: Managing Director by /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Vice President
by ------------------------------------ Name: Title: 28 28 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CRESCENT/MACH I PARTNERS, L.P., by: TCW Asset Management Company, its Investment Manager To approve Amendment No. 5 and Agreement: by /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Vice President
by ------------------------------------ Name: Title: 29 29 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CRESCENT/MACH I PARTNERS, L.P., by: TCW Asset Management Company, its Investment Manager To approve Amendment No. 5 and Agreement: by /s/ Richard F. Kurth ------------------------------------ Name: Richard F. Kurth Title: Vice President
by ------------------------------------ Name: Title: 30 30 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CYPRESSTREE INVESTMENT PARTNERS I, LTD By: CypressTree Investment Management Company, Inc. as Portfolio Manager To approve Amendment No. 5 and Agreement: by /s/ Jonathan D. Sharkey ------------------------------------ Name: Jonathan D. Sharkey Title: Principal
by ------------------------------------ Name: Title: 31 31 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager To approve Amendment No. 5 and Agreement: by /s/ Jonathan D. Sharkey ------------------------------------ Name: Jonathan D. Sharkey Title: Principal
by ------------------------------------ Name: Title: 32 32 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CYPRESS TREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager To approve Amendment No. 5 and Agreement: by /s/ Jonathan D. Sharkey ------------------------------------ Name: Jonathan D. Sharkey Title: Principal
by ------------------------------------ Name: Title: 33 33 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: THE MITSUBISHI TRUST AND BANKING CORPORATION To approve Amendment No. 5 and Agreement: by /s/ Toshihiro Hayashi ------------------------------------ Name: Toshihiro Hayashi Title: Senior Vice President
by /s/ Toshihiro Hayashi ------------------------------------ Name: Toshihiro Hayashi Title: Senior Vice President 34 34 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: WINGED FOOT FUNDING TRUST To approve Amendment No. 5 and Agreement: by /s/ Ann E. Morris ------------------------------------ Name: Ann E. Morris Title: Authorized Agent
by ------------------------------------ Name: Title: 35 35 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: MICHIGAN NATIONAL BANK To approve Amendment No. 5 and Agreement: by /s/ Teresa L. Irland ------------------------------------ Name: Teresa L. Irland Title: First Vice President
by /s/ Teresa L. Irland ------------------------------------ Name: Teresa L. Irland Title: First Vice President 36 36 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: MANUFACTURERS AND TRADERS TRUST COMPANY To approve Amendment No. 5 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 37 37 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: BNP PARIBAS To approve Amendment No. 5 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 38 38 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: MELLON BANK, N.A. To approve Amendment No. 5 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 39 39 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CREDIT AGRICOLE INDOSUEZ To approve Amendment No. 5 and Agreement: by /s/ Sarah U. Johnston ------------------------------------ Name: Sarah U. Johnston Title: Vice President Senior Relationship Manager by /s/ Gerard M. Russell ------------------------------------ Name: Gerard M. Russell Title: Vice President, Manager
by /s/ Sarah U. Johnston ------------------------------------ Name: Sarah U. Johnston Title: Vice President Senior Relationship Manager by /s/ Gerard M. Russell ------------------------------------ Name: Gerard M. Russell Title: Vice President, Manager 40 40 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: FIRST UNION NATIONAL BANK To approve Amendment No. 5 and Agreement: by /s/ Peter Steffen ------------------------------------ Name: Peter Steffen Title: Senior Vice President
by /s/ Peter Steffen ------------------------------------ Name: Peter Steffen Title: Senior Vice President 41 41 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CERES II FINANCE LTD. By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent (Financial) To approve Amendment No. 5 and Agreement: by /s/ Joseph Rotondo ------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory
by ------------------------------------ Name: Title: 42 42 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: STRATA FUNDING By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent To approve Amendment No. 5 and Agreement: by /s/ Joseph Rotondo ------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory
by ------------------------------------ Name: Title: 43 43 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: TRITON CDO IV, LIMITED By: INVESCO Senior Secured Management Inc., as Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Joseph Rotondo ------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory
by ------------------------------------ Name: Title: 44 44 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: TRITON CBO III, LIMITED By: INVESCO Senior Secured Management Inc., as Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Joseph Rotondo ------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory
by ------------------------------------ Name: Title: 45 45 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: AERIES FINANCE-II LIMITED By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent To approve Amendment No. 5 and Agreement: by /s/ Joseph Rotondo ------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory
by ------------------------------------ Name: Title: 46 46 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management Inc., as Sub-Advisor To approve Amendment No. 5 and Agreement: by /s/ Joseph Rotondo ------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory
by ------------------------------------ Name: Title: 47 47 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ORIX USA CORPORATION To approve Amendment No. 5 and Agreement: by /s/ Hiroyuki Miyauchi ------------------------------------ Name: Hiroyuki Miyauchi Title: Executive Vice President
by ------------------------------------ Name: Title: 48 48 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: FLEET NATIONAL BANK To approve Amendment No. 5 and Agreement: by /s/ Jack M. Harcourt ------------------------------------ Name: Jack M. Harcourt Title: Managing Director
by /s/ Jack M. Harcourt ------------------------------------ Name: Jack M. Harcourt Title: Managing Director 49 49 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: INDUSTRIAL BANK OF JAPAN, LIMITED To approve Amendment No. 5 and Agreement: by /s/ Walter Wolff ------------------------------------ Name: Walter Wolff Title: Joint General Manager
by /s/ Walter Wolff ------------------------------------ Name: Walter Wolff Title: Joint General Manager 50 50 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: BANK ONE, MICHIGAN To approve Amendment No. 5 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 51 51 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: BANK ONE, N.A. To approve Amendment No. 5 and Agreement: by /s/ Mark L. McClure ------------------------------------ Name: Mark L. McClure Title: First Vice President
by ------------------------------------ Name: Title: 52 52 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: FIRSTRUST BANK To approve Amendment No. 5 and Agreement: by /s/ Kent Nelson ------------------------------------ Name: Kent Nelson Title: Vice President
by /s/ Kent Nelson ------------------------------------ Name: Kent Nelson Title: Vice President 53 53 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: IBJ WHITEHALL BANK & TRUST COMPANY To approve Amendment No. 5 and Agreement: by /s/ Charles B. Fears ------------------------------------ Name: Charles B. Fears Title: Director
by ------------------------------------ Name: Title: 54 54 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ELC (CAYMAN) LTD. CDO SERIES 1999-I To approve Amendment No. 5 and Agreement: by /s/ John W. Stelwagon ------------------------------------ Name: John W. Stelwagon Title: Director
by ------------------------------------ Name: Title: 55 55 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ELC (CAYMAN) LTD. To approve Amendment No. 5 and Agreement: by /s/ John W. Stelwagon ------------------------------------ Name: John W. Stelwagon Title: Director
by ------------------------------------ Name: Title: 56 56 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ELC (CAYMAN) LTD. 2000-I To approve Amendment No. 5 and Agreement: by /s/ John W. Stelwagon ------------------------------------ Name: John W. Stelwagon Title: Director
by ------------------------------------ Name: Title: 57 57 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: THE BANK OF NEW YORK To approve Amendment No. 5 and Agreement: by /s/ Joshua Feldman ------------------------------------ Name: Joshua Feldman Title: Assistant Vice President
by /s/ Joshua Feldman ------------------------------------ Name: Joshua Feldman Title: Assistant Vice President 58 58 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ALLIANCE INVESTMENTS LTD. To approve Amendment No. 5 and Agreement: by /s/ Kenneth Ostmann ------------------------------------ Name: Kenneth Ostmann Title: Authorized Signatory
by ------------------------------------ Name: Title: 59 59 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor To approve Amendment No. 5 and Agreement: by /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor by /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Vice President 60 60 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor To approve Amendment No. 5 and Agreement: by /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Vice President
INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor by /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Vice President 61 61 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ARCHIMEDES FUNDING, L.L.C. By: ING Capital Advisors LLC, as Collateral Manager To approve Amendment No. 5 and Agreement: by /s/ Greg M. Masuda ------------------------------------ Name: Greg M. Masuda CFA Title: Vice President
ARCHIMEDES FUNDING, L.L.C By: ING Capital Advisors LLC, as Collateral Manager by /s/ Greg M. Masuda ------------------------------------ Name: Greg M. Masuda CFA Title: Vice President 62 62 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: GOLDMAN SACHS CREDIT PARTNERS L.P. To approve Amendment No. 5 and Agreement: by /s/ Stephen B. King ------------------------------------ Name: Stephen B. King Title: Authorized Signatory
by ------------------------------------ Name: Title: 63 63 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: BALANCED HIGH YIELD FUND I, LTD. By: BHF (USA) CAPITAL CORPORATION ACTING AS ATTORNEY-IN-FACT To approve Amendment No. 5 and Agreement: by /s/ Dana L. McDougall ------------------------------------ Name: Dana L. McDougall Title: Vice President by /s/ Chris Yu ------------------------------------ Name: Chris Yu Title: Associate
by /s/ Dana L. McDougall ------------------------------------ Name: Dana L. McDougall Title: Vice President by /s/ Chris Yu ------------------------------------ Name: Chris Yu Title: Associate 64 64 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Payson F. Swaffield ------------------------------------ Name: Payson F. Swaffield Title: Vice President
by ------------------------------------ Name: Title: 65 65 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: EATON VANCE SENIOR INCOME TRUST By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR To approve Amendment No. 5 and Agreement: by /s/ Payson F. Swaffield ------------------------------------ Name: Payson F. Swaffield Title: Vice President
by ------------------------------------ Name: Title: 66 66 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR To approve Amendment No. 5 and Agreement: by /s/ Payson F. Swaffield ------------------------------------ Name: Payson F. Swaffield Title: Vice President
by ------------------------------------ Name: Title: 67 67 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CREDIT SUISSE FIRST BOSTON To approve Amendment No. 5 and Agreement: by /s/ Robert Hetu ------------------------------------ Name: Robert Hetu Title: Vice President
by /s/ Lalita Advani ------------------------------------ Name: Lalita Advani Title: Assistant Vice President 68 68 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: KEY BANK NATIONAL ASSOCIATION To approve Amendment No. 5 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 69 69 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: COMERICA BANK To approve Amendment No. 5 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 70 70 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: THE BANK OF NOVA SCOTIA To approve Amendment No. 5 and Agreement: by /s/ A.S. Norsworthy ------------------------------------ Name: A.S. Norsworthy Title: Sr. Team Leader Loan Operations
by /s/ A.S. Norsworthy ------------------------------------ Name: A.S. Norsworthy Title: Sr. Team Leader Loan Operations 71 71 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management Company LLC To approve Amendment No. 5 and Agreement: by /s/ David Dyer ------------------------------------ Name: David Dyer Title: Director
by ------------------------------------ Name: Title: 72 72 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: CAPTIVA IV FINANCE LTD. as advised by Pacific Investment Management Company LLC To approve Amendment No. 5 and Agreement: by /s/ David Dyer ------------------------------------ Name: David Dyer Title: Director
by ------------------------------------ Name: Title: 73 73 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: ATHENA CDO, LIMITED By: Pacific Investment Management Company LLC, as its Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Mohan V. Phansalkar ------------------------------------ Name: Mohan V. Phansalkar Title: Vice President
by ------------------------------------ Name: Title: 74 74 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: DELANO COMPANY By: Pacific Investment Management Company LLC, as its Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Mohan V. Phansalkar ------------------------------------ Name: Mohan V. Phansalkar Title: Vice President
by ------------------------------------ Name: Title: 75 75 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: TRIGON HEALTHCARE INC. By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through The Bank of New York in the Nominee name of Hare & Co. To approve Amendment No. 5 and Agreement: by /s/ Mohan V. Phansalkar ------------------------------------ Name: Mohan V. Phansalkar Title: Vice President
by ------------------------------------ Name: Title: 76 76 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: BANK OF SCOTLAND To approve Amendment No. 5 and Agreement: by /s/ Jack Dykes ------------------------------------ Name: Jack Dykes Title: Executive Vice President
by ------------------------------------ Name: Title: 77 77 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: HSBC BANK USA (formerly Marine Midland Bank) To approve Amendment No. 5 and Agreement: by /s/ Christopher F. French ------------------------------------ Name: Christopher F. French Title: Authorized Signatory
by /s/ Christopher F. French ------------------------------------ Name: Christopher F. French Title: Authorized Signatory 78 78 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: THE FUJI BANK, LIMITED To approve Amendment No. 5 and Agreement: by /s/ James R. Fayen ------------------------------------ Name: James R. Fayen Title: Senior Vice President
by NA ------------------------------------ Name: Title: 79 79 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: SUMITOMO TRUST AND BANKING CO., LTD. To approve Amendment No. 5 and Agreement: by /s/ Stephen Stratico ------------------------------------ Name: Stephen Stratico Title: Vice President
by ------------------------------------ Name: Title:
