Amendment and Waiver to Fifth Amended and Restated Credit Agreement among Aurora Foods Inc., Lenders, and Agents (February 7, 2001)

Summary

This agreement amends certain terms of the Fifth Amended and Restated Credit Agreement dated November 1, 1999, between Aurora Foods Inc., its lenders, and various agents. The amendment updates definitions, adjusts financial covenants, modifies loan margins and commitment fees, and changes requirements for prepayments from asset sales. It also increases certain loan commitment amounts and revises financial ratio requirements for specified periods. The changes are effective as of February 7, 2001, and are binding on all parties to the original credit agreement.

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EX-10.45 3 dex1045.txt AMENDMENT AND WAIVER EXHIBIT 10.45 EXECUTION COPY -------------- AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of February 7, 2001 (this "Amendment"), --------- to the Fifth Amended and Restated Credit Agreement, dated as of November 1, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit ------ Agreement"), among Aurora Foods Inc. (the "Company"), the financial institutions - --------- ------- parties thereto (the "Lenders"), The Chase Manhattan Bank, as the administrative ------- agent for the Lenders (in such capacity, the "Administrative Agent"), National -------------------- Westminster Bank PLC, as syndication agent (in such capacity, the "Syndication ----------- Agent") and UBS AG, Stamford Branch, as documentation agent (in such capacity, - ----- the "Documentation 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 Company; WHEREAS, the Company has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and ------------- used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendments to Credit Agreement. ------------------------------ (a) Amendments to Subsection 1.1. (i) Subsection 1.1 of the Credit ---------------------------- Agreement is hereby amended by deleting the existing term "Applicable Margin" therefrom and substituting in lieu thereof the following: "Applicable Margin" means (x) with respect to Revolving Loans and Tranche A Term Loans, 2.50% if such Loans are Base Rate Loans and 3.50% if such Loans are Eurodollar Rate Loans, (y) with respect to Tranche B Term Loans shall be 3.00% if such Loans are Base Rate Loans and 4.00% if such Loans are Eurodollar Rate Loans, and (z) with respect to the Commitment Fee shall be 0.50%; provided, that if the Company has not received and applied -------- in accordance with Section 2.4B(iii)(a) Net Cash Proceeds from an Asset Sale in an amount equal to at least $90,000,000 during the period from February 1, 2001 through June 30, 2001, "Applicable Margin" shall mean, for the period beginning July 1, 2001 and ending on the date the Company receives such Net Cash Proceeds, (x) with respect to Revolving Loans and Tranche A Term Loans, 2.75% 2 if such Loans are Base Rate Loans and 3.75% if such Loans are Eurodollar Rate Loans, (y) with respect to Tranche B Term Loans shall be 3.25% if such Loans are Base Rate Loans and 4.25% if such Loans are Eurodollar Rate Loans, and (z) with respect to the Commitment Fee shall be 0.50%. (ii) Subsection 1.1 of the Credit Agreement is hereby further amended by deleting from clause (6) of the term "Consolidated EBITDA" the number "$500,000" and substituting in lieu thereof the number "$3,000,000". (iii) Subsection 1.1 of the Credit Agreement is hereby further amended by deleting from clause (7) of the term "Consolidated EBITDA" the number "$25,000,000" and substituting in lieu thereof the number "$30,000,000". (iv) Subsection 1.1 of the Credit Agreement is hereby further amended by deleting from the term "Consolidated EBITDA" the reference to subsection "7.6F" and substituting in lieu thereof a reference to subsection "7.6G". (b) Amendment to Subsection 2.1A(v). Subsection 2.1A(v) of the Credit ------------------------------- Agreement is hereby amended by adding "and the new amount of the Swing Line Loan Commitment as of February 7, 2001 is $15,000,000" immediately after the term "$10,000,000" in the second sentence of said subsection. (c) Amendment to Subsection 2.4B(iii)(a). Subsection 2.4B(iii)(a) of ------------------------------------ the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following: (a) Prepayments and Reductions from Asset Sales. No later than ------------------------------------------- the second Business Day following the date of receipt by Company or any of its Subsidiaries of the Net Cash Proceeds of any Asset Sale, Company shall prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) in an aggregate amount equal to 100% of such Net Cash Proceeds. Concurrently with any prepayment of the Loans and/or reduction of the Commitments pursuant to this subsection 2.4B(iii)(a), Company shall deliver to Administrative Agent an Officer's Certificate demonstrating the derivation of the Net Cash Proceeds of the correlative Asset Sale from the gross sales price thereof. In the event that Company shall, at any time after receipt of Net Cash Proceeds of any Asset Sale requiring a prepayment or a reduction of the Revolving Loan Commitments pursuant to this subsection 2.4B(iii)(a), determine that the prepayments and/or reductions of the Revolving Loan Commitments previously made in respect of such Asset Sale were in an aggregate amount less than that required by the terms of this subsection 2.4B(iii)(a), Company shall promptly cause to be made an additional prepayment of the Loans (and/or reduction in the Revolving Loan Commitments) in an amount equal to the amount of any such deficit, and Company shall concurrently therewith deliver to Administrative Agent an 3 Officer's Certificate demonstrating the derivation of the additional Net Cash Proceeds resulting in such deficit. (d) Amendment to Subsection 7.3(v). Subsection 7.3(v) of the Credit ------------------------------ Agreement is hereby amended by adding "and Fiscal Year 2001" immediately after the phrase "Fiscal Year 2000" in the proviso thereto. (e) Amendment to Subsection 7.4(iii). Subsection 7.4(iii) of the -------------------------------- Credit Agreement is hereby amended by deleting the number "$2,500,000" in clause (a) thereof and substituting in lieu thereof the number "$5,000,000". (f) Amendments to Subsection 7.6. Subsection 7.6 of the Credit ---------------------------- Agreement is hereby amended as follows: (i) by deleting the portion of the table appearing at the end of subsection 7.6A of the Credit Agreement relating to the periods set forth below and substituting in lieu thereof the following: ----------------------------------------------------------------------- TEST PERIOD MINIMUM CONSOLIDATED CASH INTEREST COVERAGE RATIO ----------------------------------------------------------------------- 1/01/01 - 3/31/01 1.20:1.00 ----------------------------------------------------------------------- 4/01/01 - 6/30/01 1.20:1.00 ----------------------------------------------------------------------- 7/01/01 - 9/30/01 1.25:1.00 ----------------------------------------------------------------------- 10/01/01 - 12/31/01 1.40:1.00 ----------------------------------------------------------------------- (ii) by deleting the portion of the table appearing at the end of subsection 7.6B of the Credit Agreement relating to the periods set forth below and substituting in lieu thereof the following: ----------------------------------------------------------------------- TEST PERIOD MAXIMUM LEVERAGE RATIO ----------------------------------------------------------------------- 1/01/01 - 3/31/01 7.10:1.00 ----------------------------------------------------------------------- 4/01/01 - 6/30/01 7.00:1.00 ----------------------------------------------------------------------- 7/01/01 - 9/30/01 6.75:1.00 ----------------------------------------------------------------------- 10/01/01 - 12/31/01 6.25:1.00 ----------------------------------------------------------------------- (iii) by deleting the portion of the table appearing at the end of subsection 7.6C of the Credit Agreement relating to the periods set forth below and substituting in lieu thereof the following: ----------------------------------------------------------------------- TEST PERIOD MINIMUM FIXED CHARGE COVERAGE RATIO ----------------------------------------------------------------------- 1/01/01 - 3/31/01 0.80:1.00 ----------------------------------------------------------------------- 4 ----------------------------------------------------------------------- TEST PERIOD MINIMUN FIXED CHARGE COVERAGE RATIO ----------------------------------------------------------------------- 4/01/01 - 6/30/01 0.80:1.00 ----------------------------------------------------------------------- 7/01/01 - 9/30/01 0.85:1.00 ----------------------------------------------------------------------- 10/01/01 - 12/31/01 0.95:1.00 ----------------------------------------------------------------------- (iv) by adding a proviso immediately after the table set forth in subsection 7.6C of the Credit Agreement as follows: provided, however, that for purposes of this subsection 7.6C, -------- ------- Consolidated Fixed Charges shall not include Consolidated Capital Expenditures not exceeding $4,000,000 incurred on or prior to December 31, 2001 related to a capital lease or leases for the Company's headquarters and product development center. (v) by deleting the proviso appearing in the first sentence of subsection 7.6D of the Credit Agreement in its entirety; (vi) by adding a proviso immediately after the table set forth in subsection 7.6D of the Credit Agreement as follows: provided, however, that for purposes of this subsection 7.6D, -------- ------- Consolidated Capital Expenditures shall not include expenditures not exceeding $4,000,000 incurred on or prior to December 31, 2001 related to a capital lease or leases for the Company's headquarters and product development center. (vii) by deleting the date "December 31, 2000" from clause (ii) of subsection 7.6E and substituting in lieu thereof the date "March 31, 2001". (viii) by renaming subsection 7.6F as subsection 7.6G and adding the following as a new subsection 7.6F: F. Maximum Senior Leverage Ratio. Company shall not permit the ratio ----------------------------- of (i) Consolidated Total Senior Debt as of the last day of any Fiscal Quarter ending during any of the test periods set forth in the table below, to (ii) Consolidated EBITDA for the four-Fiscal Quarter period ending on such date to exceed the correlative ratio for such test period set forth in the table below: ----------------------------------------------------------------------- TEST PERIOD MAXIMUM SENIOR LEVERAGE RATIO ----------------------------------------------------------------------- 1/01/01 - 3/31/01 4.50:1.00 ----------------------------------------------------------------------- 4/01/01 - 6/30/01 4.25:1.00 ----------------------------------------------------------------------- 7/01/01 - 9/30/01 4.00:1.00 ----------------------------------------------------------------------- 5 ----------------------------------------------------------------------- TEST PERIOD MAXIMUM SENIOR LEVERAGE RATIO ----------------------------------------------------------------------- 10/01/01 - 12/31/01 3.75:1.00 ----------------------------------------------------------------------- (g) Amendment to Subsection 7.7(vi). Subsection 7.7(vi) of the ------------------------------- Credit Agreement is hereby amended by adding "and Fiscal Year 2001" immediately after the phrase "Fiscal Year 2000" in the second proviso thereto. SECTION 3. Waivers to the Credit Agreement. ------------------------------- (a) Waivers in Respect of Financial Condition Covenants. Any breach --------------------------------------------------- by the Company of the financial condition covenants set forth in subsections 7.6A through 7.6C of the Credit Agreement with respect to the test period ending December 31, 2000, and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived. (b) Waivers in Respect of Receivables Purchase Agreement. Any breach ---------------------------------------------------- by the Company of subsection 2.4B(iii)(a), 7.2 or 7.7 of the Credit Agreement with respect to the Receivables Purchase Agreement (as defined below), and the use of the Net Proceeds thereof (with respect to any breach of subsection 2.4B(iii)(a), solely to the extent such Net Proceeds do not exceed $60,000,000 in any 30-day period) and any Event of Default or Potential Event of Default resulting from any such breach, is hereby waived for the period ending March 31, 2002 only. SECTION 4. Conditions to Effectiveness. This Amendment shall be --------------------------- effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): -------------- (a) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each of the Company, the Guarantor, and the Requisite Lenders. (b) The Administrative Agent shall have received a Swing Line Note, substantially in the form of Exhibit VIII to the Credit Agreement, duly executed by the Company and issued to the Swing Line Lender in an amount equal to the new Swing Line Loan Commitment as of the date hereof. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the reasonable expenses of the Lenders, including the accrued fees and expenses of counsel to the Administrative Agent. (d) After giving effect to the Amendment, no Event of Default or Potential Event of Default shall have occurred and be continuing. 6 (e) The Company shall have executed an amendment to the Receivables Purchase Agreement, dated as of April 19, 2000, between the Company and The Chase Manhattan Bank (as amended, supplemented or otherwise modified from time to time, the "Receivables Purchase Agreement"), pursuant to which the termination date of the Receivables Purchase Agreement shall be extended to no earlier than March 31, 2002. SECTION 5. Representations and Warranties. To induce the Lenders ------------------------------ parties hereto to enter into this Amendment, the Company hereby represents and warrants to the Administrative Agent and all of the Lenders that the representations and warranties made by the Company in the Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of this Amendment, as if made on and as of the date hereof. SECTION 6. Effect on the Loan Documents. (a) Except as specifically ---------------------------- amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment except as expressly provided herein, shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 7. Amendment Fee. The Company shall pay to each Lender which -------------- executes and delivers this Amendment prior to 5:00 p.m., New York City time, February 7, 2001, a fee equal to 0.25% of the sum of such Lender's (a) Revolving Credit Commitment, (b) outstanding Tranche A Term Loans and (c) outstanding Tranche B Term Loans, such fee to be earned as of the Effective Date and payable no later than February 8, 2001. SECTION 8. Costs, Expenses and Taxes. The Company agrees to pay on ------------------------- demand all actual and reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and the other instruments and documents to be delivered thereunder and hereunder, including, without limitation, the reasonable and documented fees and out-of- pocket expenses of counsel for the Administrative Agent (including allocated costs of internal counsel) with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder. The Company further agrees to pay on demand all costs and expenses of the Administrative Agent and each of the Lenders, if any (including, without limitation, counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses (including allocated costs of internal counsel) in connection with the enforcement of rights under this Section 8. SECTION 9. Affirmation of Subsidiary Guaranty, Pledge Agreement and -------------------------------------------------------- Credit Agreement. The Guarantor hereby consents to the modification of the - ---------------- Credit Agreement 7 contemplated hereby and each of the Company and the Guarantor hereby acknowledge and agree that the guarantees contained in the Subsidiary Guaranty, the pledge of stock contained in the Pledge Agreement and the obligations contained in the Credit Agreement as modified hereby are, and shall remain, in full force and effect. SECTION 10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND ------------- OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 11. Execution in Counterparts. This Amendment may be ------------------------- executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Company and the Administrative Agent. 8 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. AURORA FOODS INC. By: /s/ Christopher T. Sortwell --------------------------- Name Christopher T. Sortwell Title: Executive Vice President Chief Financial Officer, and Secretary SEA COAST FOODS, INC. By: /s/ Christopher T. Sortwell --------------------------- Name: Christopher T Sortwell Title: Chief Financial Officer and Secretary THE CHASE MANHATTAN BANK, as Administrative Agent, Swing Line Lender and as a Lender By: /s/ Kathryn A. Duncan -------------------------- Name Kathryn A. Duncan Title: Vice President National City Bank By: /s/ Lisa B. Lisi ---------------------------- Name: Lisa B. Lisi Title: Senior Vice President Wells Fargo Bank, N.A. By: /s/ Ellen J. Trach ---------------------------- Name: Ellen J. Trach Title: Vice President Franklin Floating Rate Trust By: /s/ Richard D'Addario ---------------------------- Name: Richard D'Addario Title: Vice President Pacifica Partners I, LP By: Imperial Credit Asset Man. As Its Investment Manager By: /s/ Tom Celwell ---------------------------- Name: Tom Celwell Title: Vice President Summit Bank By: /s/ Kevin M. Behan ---------------------------- Name: Kevin M. Behan Title: Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ Elliot Jaffee ---------------------------- Name: Elliot Jaffee Title: Senior Vice President Deutsche Bank AG New York Branch and/or Cayman Islands Branch By: /s/ Thomas A. Foley ---------------------------- Name: Thomas A. Foley Title: Vice President By: /s/ Alexander Karow ---------------------------- Name: Alexander Karow Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ---------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN CLO II, LIMITED By: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ Darvin D. Pierce ---------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ---------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN CLO I, LIMITED By: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ Darvin D. Pierce ---------------------------- Name: Darvin D. Pierce Title: Principal PPM SPYGLASS FUNDING TRUST By: /s/ Ann E. Morris ---------------------------- Name: Ann E. Morris Title: Authorized Agent WINGED FOOT FUNDING TRUST By: /s/ Ann E. Morris ---------------------------- Name: Ann E. Morris Title: Authorized Agent PINEHURST TRADING, INC. By: /s/ Ann E. Morris ---------------------------- Name: Ann E. Morris Title: Asst. Vice President CENTURION CDC II, L.P. By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ Steven B. Staver ---------------------------- Name: Steven B. Staver Title: Managing Director XXX By: /s/ Terry R. Hill ---------------------------- Name: Terry R. Hill Title: Senior Vice President By: /s/ Andrew M. Orsen ---------------------------- Name: Andrew M. Orsen Title: Vice President INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor 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 INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital as Portfolio Advisor By: /s/ Melissa Marano ---------------------------- Name: Melissa Marano Title: Vice President NATEXIS BANQUES POPULAIRES By: /s/ Frank H. Madden, Jr. ---------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager By: /s/ Gary Kania ---------------------------- Name: Gary Kania Title: Vice President Bayerische Hypo und Velewsbank AG By: /s/ Salvatore Espsito ---------------------------- Name: Salvatore Espsito Title: Director Bayerische Hypo und Verewsbank AG By: /s/ Patricia M. Treshan ---------------------------- Name: Patricia M. Treshan Title: Director GE CAPITAL CORPORATION By: /s/ W. Jerome McDermott ---------------------------- Name: W. Jerome McDermott Title: Duly Authorized Signatory Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P., as Investment Manager By: Alliance Capital Management Corporation, as General Partner By: /s/ Joel Serebransky ---------------------------- Name: Joel Serebransky Title: Senior Vice President UBS AG By: /s/ Mark R. Slane ---------------------------- Name: Mark R. Slane Title: Executive Director Recovery Management By: /s/ William A. Roche ---------------------------- Name: William A. Roche Title: Director Recovery Management By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager Simsbury CLO, Limited By: /s/ Mary S. Law ---------------------------- Name: Mary S. Law Title: Managing Director ARES Leveraged Investment Fund II, L.P. By: ARES Management II, L.P. Its: General Partner By: /s/ David A. Sachs ---------------------------- Name: David A. Sachs Title: Vice President ARES III CLO, LTD. By: ARES CLO Management L.L.C., as Investment Manager By: /s/ David A. Sachs ---------------------------- Name: David A. Sachs Title: Vice President First Union National Bank By: /s/ John McGowan ---------------------------- Name: John McGowan Title: Senior Vice President SUNTRUST BANK By: /s/ Ken Bauche ---------------------------- Name: Ken Bauche Title: Vice President Harris Trust & Savings Bank By: /s/ Kimberly McMahon ---------------------------- Name: Kimberly McMahon Title: Vice President Toronto Dominion (New York Inc.) By: /s/ Dana Schwalie ---------------------------- Name: Dana Schwalie Title: Vice President The Mitsubishi Trust and Banking Corporation By: /s/ Toshihiro Hayashi ---------------------------- Name: Toshihiro Hayashi Title: Senior Vice President ELC (Cayman) Ltd. CDO Series 1999-1 By: /s/ Roshan White ---------------------------- Name: Roshan White Title: Vice President IKB Deutsche Industriebank AG Luxembourg Branch By: /s/ Dr. Frank Schaum ---------------------------- Name: Dr. Frank Schaum Title: Head of Structured Finance By: /s/ Manfred Ziway ---------------------------- Name: Manfred Ziway Title: Director ELC (Cayman) Ltd. 1999-I By: /s/ Rashan White ----------------------------- Name: Rashan White Title: Vice President ELC (Cayman) Ltd. 1999-III By: /s/ Rashan White ---------------------------- Name: Rashan White Title: Vice President CoBank, ACB By: /s/ Brian J. Klatt ---------------------------- Name: Brian J. Klatt Title: Vice President Balanced High-Yield Fund I by BHF (USA) Capital Corp. acting as Attorney-in-fact By: /s/ Nina Zhou ---------------------------- Name: Nina Zhou Title: Associate By: /s/ Heidimarie E. Skor ---------------------------- Name: Heidimarie E. Skor CFA Title: Managing Director Asset Management Balanced High-Yield Fund II by BHF (USA) Capital Corp. acting as Attorney-in-fact By: /s/ Nina Zhou ---------------------------- Name: Nina Zhou Title: Associate By: /s/ Heidimarie E. Skor ---------------------------- Name: Heidimarie E. Skor CFA Title: Managing Director Asset Management OLYMPIC FUNDING TRUST, SERIES 1999-I By: /s/ Ann E. Morris ---------------------------- Name: Ann E. Morris Title: Authorized Agent BNP Paribas By: /s/ Duane P. Helkowski ---------------------------- Name: Duane P. Helkowski Title: Director BNP Paribus By: /s/ Stephanie Rogers ---------------------------- Name: Stephanie Rogers Title: Vice President HSBC BANK USA By: /s/ Desmond English ---------------------------- Name: Desmond English Title: Associate Director CREDIT ARICOLE INDOSUEZ By: /s/ Frederik W. Aase ---------------------------- Name: Frederik W. Aase Title: V.P. By: /s/ Richard Manix ---------------------------- Name: Richard Manix Title: First Vice President OXFORD STRATEGIC INCOME FUND By Eaton Vance Management As Investment Advisor By: /s/ Payson F. Swaffield ---------------------------- Name: Payson F. Swaffield Title: Vice President EATON VANCE INCOME TRUST By: Eaton Vance Management As Investment Advisor By: /s/ Payson F. Swaffield ---------------------------- Name: Payson F. Swaffield Title: Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------- Name: Payson F. Swaffield Title: Vice President Nomura Bond and Loan Fund BY: THE TOYO TRUST & BANKING CO., LTD. AS TRUSTEE BY: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., ATTORNEY IN FACT By: /s/ Richard W. Stewart ---------------------------- Name: Richard W. Stewart Title: Director NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Jeffrey W. Heuer ---------------------------- Name: Jeffrey W. Heuer Title: Principal CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Jeffrey W. Heuer ---------------------------- Name: Jeffrey W. Heuer Title: Principal CYPRESSTREE INVESTMENT PARTNERS I, LTD By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Jeffrey W. Heuer ---------------------------- Name: Jeffrey W. Heuer Title: Principal CYPRESSTREE INVESTMENT PARTNERS II, LTD By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Jeffrey W. Heuer ---------------------------- Name: Jeffrey W. Heuer Title: Principal KZH ING-2 LLC By: /s/ Susan Lee ---------------------------- Name: Susan Lee Title: Authorized Agent KZH PONDVIEW LLC By: /s/ Susan Lee ---------------------------- Name: Susan Lee Title: Authorized Agent KZH STERLING LLC By: /s/ Susan Lee ---------------------------- Name: Susan Lee Title: Authorized Agent KZH CYPRESSTREE-1 LLC By: /s/ Susan Lee ---------------------------- Name: Susan Lee Title: Authorized Agent KZH WATERSIDE LLC By: /s/ Susan Lee ---------------------------- Name: Susan Lee Title: Authorized Agent OZ MASTER FUND, LTD By: OZ Management LLC As its Investment Manager By: /s/ Daniel S. Och ---------------------------- Name: Daniel S. Och Title: Senior Managing Member ARCHIMEDES FUNDING, LLC. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Greg M. Masuda ---------------------------- Name: Greg M. Masuda CFA Title: Vice President ARCHIMEDES FUNDING III, LTD. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Greg M. Masuda ---------------------------- Name: Greg M. Masuda CFA Title: Vice President MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: /s/ Sheila A. Finnerty ---------------------------- Name: Sheila A. Finnerty Title: Senior Vice President ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula ---------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Patricia W. Wilson ---------------------------- Name: Patricia W. Wilson Title: Authorized Signatory PILGRIM PRIME RATE TRUST By: /s/ Jason Groom ---------------------------- Name: Jason Groom Title: Vice President ML CLO XII Pilgrim America (Cayman) Ltd. By: /s/ Jason Groom ---------------------------- Name: Jason Groom Title: Vice President ML CLO XV Pilgrim America (Cayman) Ltd. By: /s/ Jason Groom ---------------------------- Name: Jason Groom Title: Vice President ML CLO XX Pilgrim America (Cayman) By: /s/ Jason Groom ---------------------------- Name: Jason Groom Title: Vice President SEQUILS Pilgrim I, Ltd. By: /s/ Jason Groom ---------------------------- Name: Jason Groom Title: Vice President Pilgrim CLO 1999-I Ltd. By: /s/ Jason Groom ---------------------------- Name: Jason Groom Title: Vice President Pilgrim America High Income Investments, Ltd. By: /s/ Jason Groom ---------------------------- Name: Jason Groom Title: Vice President