Ex-10.3 Credit Agreement Amendment No. 3

EX-10.3 5 b49033peexv10w3.txt EX-10.3 CREDIT AGREEMENT AMENDMENT NO. 3 EXHIBIT 10.3 EXECUTION COPY AMENDMENT NO. 3 TO CREDIT AGREEMENT DATED AS OF DECEMBER 26, 2003 AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of December 26, 2003 (this "Amendment"), to the Credit Agreement dated as of December 26, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") by and among PERKINELMER, INC., a Massachusetts corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (collectively, the "Lenders"), MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as sole advisor, sole lead arranger and sole book runner, MERRILL LYNCH CAPITAL CORPORATION, as syndication agent, SOCIETE GENERALE, as documentation agent, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Aaent") for the Lenders and as Issuing Lender and Alternate Rate Lender. Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Credit Agreement. W I T N E S S E T H: WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement; and WHEREAS, the Lenders have indicated their willingness to agree to so amend the Credit Agreement, but only on and subject to the terms and conditions of this Amendment; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows: SECTION 1. Amendment to the Credit Agreement. The Credit Agreement is hereby amended, effective as of the Effective Date (as defined in Section 2 below), as follows: (a) The definition of "Applicable Margin" set forth in Section 1.1 of the Credit Agreement is hereby amended by: (i) deleting the figure "3.00%" appearing in subsection (a)(i) thereof and substituting the figure "1.25%" therefor; (ii) deleting the figure "4.00%" appearing in subsection (a)(ii) thereof and substituting the figure "2.25%" therefor; (iii) deleting the figure "3.0:1.0" appearing in clause (A)(2) of the proviso thereto and substituting the figure "2.5:1.0" therefor; (iv) deleting the figure "2.50%" appearing in clause (A)(2) of the proviso thereto and substituting the figure "1.00%" therefor; and (v) deleting the figure "3.50% appearing in clause (A)(2) of the proviso thereto and substituting the figure "2.00%" therefor. In addition, Section 2.10 of the Credit Agreement is hereby amended by deleting subsection (b) thereof in its entirety and substituting the phrase "Intentionally Omitted" therefor. (b) The definition of "Consolidated EBITDA" contained in Section 1.1 of the Credit Agreement is hereby amended by amending and restating subsection (e) thereof in its entirety to read as follows: "(e) non-cash charges (i) recorded pursuant to FAS 142 in respect of impairment of goodwill and (ii) in respect of write-down of intangibles,". (c) The definition of "Subordinated Debt" contained in Section 1.1 of the Credit Agreement is hereby amended by adding the phrase "and Section 7.2(m)(ii)" immediately following the phrase "Section 7.2(f)" appearing in subsection (b)(iii) thereof. (d) Section 2.11 of the Credit Agreement is hereby amended by (i) deleting the phrase "and (m)" appearing in the parenthetical to subsection (a) thereof and substituting the phrase ", (m) and (n)" therefor and (ii) deleting the date "December 31, 2003" appearing in subsection (c) thereof and substituting the date "December 28, 2003" therefor. (e) Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "In the case of the Borrower, within 60 days after the Closing Date, and at all times thereafter, enter into Hedge Agreements to the extent necessary to provide that at least 30% of the aggregate principal amount of the Hedging Amount is subject to a fixed interest rate, which Hedge Agreements shall have terms and conditions reasonably satisfactory to the Administrative Agent". (f) Section 7.2 of the Credit Agreement is hereby amended by: (i) adding the parenthetical "(taking into account all Indebtedness issued pursuant to clause (i) of this Section 7.2(f))" immediately following the phrase "at any time outstanding" appearing in subsection (f)(iii) thereof; (ii) deleting the amount "$10,000,000" appearing in subsection (h) thereof and substituting the amount "$30,000,000" therefor; (iii) (A) adding a new subsection (m) therein to read as set forth below and (B) relettering the existing subsection (m) as subsection (n): 2 "(m) Indebtedness of the Borrower in connection with the Investments permitted to be made pursuant to Section 7.8(i), in an amount not to exceed $125,000,000 in respect of either, at the option of the Borrower, (i) a new tranche C term loan facility (the "Tranche C Term Loan Facility") to be added under this Agreement on terms substantially similar to the Tranche B Term Loan Facility (other than as to interest rate, which shall be consistent with transactions of a similar nature conducted at such time); provided that the yield to maturity with respect to the Tranche C Term Loan Facility (taking into account upfront fees paid to the lenders under such new Tranche C Term Loan Facility) may be no more than 0.25% per annum greater than the yield to maturity with respect to the Tranche B Term Loans at the time the Tranche C Term Loan Facility becomes effective (and the Borrower agrees that the pricing of the remaining Tranche B Term Loans (if any) will be increased and or additional fees will be paid to the remaining Tranche B Term Loan Lenders (if any) to the extent necessary to satisfy such requirement) or (ii) additional Subordinated Debt; provided that in either case, after giving pro forma effect to the incurrence of such Indebtedness, (w) the Consolidated Leverage Ratio shall not exceed the ratio set forth opposite the applicable period below:

, (x) the Consolidated Senior Leverage Ratio shall not exceed 1.50:1.00, (y) no Default shall have occurred and be continuing or would result therefrom and (z) the terms thereof shall he reasonably acceptable to the Administrative Agent"; and (iv) deleting the amount "$30,000,000" appearing in current subsection (m) thereof (as relettered to new subsection (n) pursuant to clause (iii) above) and substituting the amount "$50,000,000" therefor. (g) Section 7.3 of the Credit Agreement is hereby amended by adding the proviso "; except for easements, rights-of-way, restrictions or other encumbrances granted by the Borrower to Pacific Gas & Electric Company, or an affiliate thereof, in connection with power lines installed by such company on the Borrower's property located in Fremont, California; provided that such easement, right-of-way, restriction or other encumbrance does not reduce the fair market value of such property by more than $2,000,000 at the time such easement, right-of-way, restriction or other encumbrance is granted, as reasonably estimated by the Borrower" immediately following the word "Subsidiaries" appearing in subsection (e) thereof. 3 (h) Section 7.4 of the Credit Agreement is hereby amended by amending and restating subsection (d) thereof in its entirety to read as follows: "(d) the Borrower may Dispose of (i) Fluid Sciences (which is a reporting segment of the Borrower on the date hereof), as permitted by Section 7.5(e) and (ii) any or all of its assets to any Subsidiary Guarantor that has duly executed the Guarantee and Collateral Agreement and has otherwise complied with the terms of this Agreement (including, without limitation, Section 6.10 hereof)." (i) Section 7.5 of the Credit Agreement is hereby amended by: (i) adding the phrase ", 7.4(d)(ii)" immediately following the phrase "7.4(c)" and immediately preceding the phrase "and 7.8(g)(iii)" appearing in subsection (c) thereof; and (ii) amending and restating subsection (i) thereof in its entirety to read as follows: "(i) the Disposition of other assets having a fair market value not to exceed $15,000,000 in the aggregate for any fiscal year of the Borrower and $30,000,000 in the aggregate while this Agreement is in effect (not taking into account any Dispositions of assets pursuant to this Section 7.5(i) prior to January 1, 2004); provided that at least 50% of the consideration for each such Disposition shall be in the form of cash; and". (j) Section 7.8 of the Credit Agreement is hereby amended by deleting the amount "$75,000,000" appearing in subsection (i) thereof and substituting the amount "$125,000,000" therefor. (k) Section 7.11 of the Credit Agreement is amended by (i) deleting the "," at the end thereof and substituting "," therefor and (ii) adding the proviso "except for arrangements not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower and $30,000,000 in the aggregate while this Agreement is in effect, in each case, determined by reference to the sale price of such asset." at the end thereof. (1) Section 7.12 of the Credit Agreement is amended by deleting the phrase "the last Sunday of each calendar year" appearing therein and substituting the phrase "the Sunday closest to December 31 of each calendar year" therefor. (m) Section 7.17 of the Credit Agreement is amended by (i) deleting the "." at the end thereof and substituting ";" therefor and (ii) adding the proviso "provided that, in any event, the Borrower and its Subsidiaries may enter into Hedge Agreements that move from fixed interest rates to floating interest rates or move from floating interest rates to fixed interest rates." at the end thereof. 4 SECTION 2. Conditions of Effectiveness. This Amendment shall become effective (the "Effective Date") as of the date first above written when, and only when: (a) the Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower and (A) with respect to the amendments set forth in Section 1(a) of this Amendment, each Tranche B Term Loan Lender and the Required Lenders, (B) with respect to the amendment set forth in Section l(d) of this Amendment, the Required Prepayment Lenders and the Required Lenders and (C) with respect to the amendments set forth in Sections 1(b), 1(c), 1(e), 1(f), 1(g), 1(h), 1(i), 1(j), 1(k), 1(l) and 1(m) of this Amendment, the Required Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (ii) the Consent attached hereto executed by each Guarantor and each Grantor (other than the Borrower) under the Guarantee and Collateral Agreement. (b) the Administrative Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (i) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder and thereunder; and (ii) A certificate signed by a duly authorized officer of the Borrower stating that: (A) The representations and warranties contained in the Loan Documents and in Section 3 hereof are correct on and as of the date of such certificate as though made on and as of such date, except where such representation and warranty is expressly made as of a specific earlier date, in which case such representation and warranty shall be true as of such earlier date; and (B) No event has occurred and is continuing that constitutes a Default or Event of Default as of the Effective Date after giving effect to this Amendment. (c) All of the accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel for the Administrative Agent in connection with this Amendment and for other work since the Closing Date), shall have been paid in full. (d) With respect to the amendments set forth in Section 1(a) of this Amendment, the Borrower shall have paid to the Administrative Agent, for the pro rata benefit of each Tranche B Term Loan Lender that executes this Amendment, a Tranche B Term Loan Facility 5 amendment fee equal to 1.00% of the sum of the outstanding principal amount of the Tranche B Term Loans held by such Tranche B Term Loan Lender, as of the Effective Date. SECTION 3. Representations and Warranties of the Borrower. In order to induce the parties hereto to execute and deliver this Amendment, the Borrower hereby restates each of the representations and warranties contained in Sections 4.3, 4.4 and 4.5 of the Credit Agreement, with each reference therein to the Credit Agreement being deemed to be a dual reference both to this Amendment and the Credit Agreement as amended by this Amendment. SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement," "thereunder," "thereof or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (b) The Credit Agreement and the Notes, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. SECTION 5. Costs, Expenses. The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.5 of the Credit Agreement. SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of separate counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 6 IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered as of the day first above written. PERKINELMER, INC., as Borrower By: /s/ Robert F. Friel --------------------------------------------- Name: Robert F. Friel Title: Senior Vice President and Chief Financial Officer BANK OF AMERICA, N.A., as Administrative Agent and as Lender By: /s/ James W. Ford --------------------------------------------- Name: James W. Ford Title: Managing Director MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent and as Lender By: /s/ Michael E. O'Brien --------------------------------------------- Name: Michael E. O'Brien Title: Vice President SOCIETE GENERALE, as Documentation Agent and as Lender By: /s/ Anne-Marie Dumortier --------------------------------------------- Name: Anne-Marie Dumortier Title: Vice President 7 ABN AMRO Bank N.V., as Lender By: /s/ Alexander M. Blodi --------------------------------------------- Name: Alexander M. Blodi Title: Director By: /s/ Todd J. Miller --------------------------------------------- Name: Todd J. Miller Title: Assistant Vice President 8 APEX (IDM)CDO I, LTD. ELC (CAYMAN) LTD. ELC (CAYMAN) LTD. CDO SERIES 1999-I ELC (CAYMAN) LTD. 1999-II ELC (CAYMAN) LTD. 1999-III ELC (CAYMAN) LTD. 2000-I TRYON CLO LTD. 2000-I By: David L. Babson & Company Inc. as Collateral Manager, as Lender By: /s/ David P. Wells --------------------------------------------- Name: David P. Wells, CFA Title: Managing Director 8 ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Helen Y. Rhee --------------------------------------------- Name: Helen Y. Rhee Title: Director 8 BABSON CLO LTD. 2003-I By: David L. Babson & Company Inc. as Collateral Manager, as Lender By:/s/ David P. Wells --------------------------------------------- Name: David P. Wells, CFA Title: Managing Director 8 BALANCED HIGH-YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Helen Y. Rhee --------------------------------------------- Name: Helen Y. Rhee Title: Director 8 BILL & MELINDA GATES FOUNDATION By: David L. Babson & Company Inc. as Investment Adviser, as Lender By: /s/ David P. Wells --------------------------------------------- Name: David P. Wells, CFA Title: Managing Director 8 BLACK ROCK SENIOR LOAN TRUST MAGNETITE ASSET INVESTORS L.L.C. MAGNETITE ASSET INVESTORS III L.L.C. MAGNETITE IV CLO, LIMITED MAGNETITE V CLO, LIMITED as Lender Senior Loan Fund By: /s/ MARK J. WILLIAMS --------------------------------------------- Name: MARK J. WILLIAMS Title: AUTHORIZED SIGNATORY 8 BRYN MAWR CLO,Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer -------------------------------------------- Name: Matt Stouffer Title: Vice President 8 By: Callidus Debt Partners CLO Fund II, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC as Lender By: /s/ Wayne Mueller --------------------------------------------- Name: WAYNE MUELLER Title: MANAGING DIRECTOR 8 CARLYLE HIGH YIELD PARTNERS, L.P. as Lender By: /s/ Linda Pace --------------------------------------------- Name: LINDA PACE Title: PRINCIPAL 8 CARLYLE HIGH YIELD PARTNERS III, LTD. as Lender By: /s/ Linda Pace -------------------------------------------- Name: LINDA PACE Title: PRINCIPAL 8 ] Carlyle High Yield Partners, IV, Ltd. as Lender By: /s/ Linda Pace -------------------------------------------- Name: LINDA PACE Title: PRINCIPAL 8 Centurion CDO II. Ltd. By: American Express Asset Management Group Inc, as Collateral Manager as Lender By: /s/ Leanne Stavrakis --------------------------------------------- Name: Leanne Stavrakis Title: Director - Operations 8 Centurion CDO VI, Ltd. By: American Express Asset Management Group Inc, As Collateral Manager as Lender By: /s/ Leanne Stavrakis --------------------------------------------- Name: Leanne Stavrakis Title: Director - Operations 8 Citadel Hill 2000 Ltd., as Lender By: /s/ Kenneth A. Irvine --------------------------------------------- Name: Kenneth A. Irvine Title: Head of Business Support & Investor Relations Citadel Hill Advisors, LLC 8 COLUMBIA FLOATING RATE ADVANTAGE FUND (f/k/a Liberty Floating Rate Advantage Fund) By: Columbia Management Advisors, Inc., As Advisor , as Lender By: /s/ [ILLEGIBLE] --------------------------------------------- Name: Title: 8 CREDIT SUISSE FIRST BOSION INTERNATIONAL , as Lender By: /s/ [ILLEGIBLE] --------------------------------------------- Name: Title: 8 CLOSE INTERNATIONAL CUSTODY SERVICE LIMITED RE CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED By: [ILLEGIBLE] By: /s/ Jaffrey Megar --------------------------------------------- Name: Jaffrey Megar Title: Director 8 DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender By: /s/ John Pineiro -------------------------------------------- Name: John Pineiro Title: Director 8 ENDURANCE CLO I, LTD. C/o ING Capital Advisors LLC, as Portfolio Manager By: /s/ Helen Y. Rhee --------------------------------------------- Name: Helen Y. Rhee Title: Director 8 FOREST CREEK CLO, Ltd. By: Deerfield Capital Management, LLC as its Collateral Manager By: /s/ Matt Stouffer --------------------------------------------- Name: Matt Stouffer Title: Vice President 8 FRANKLIN CLO II, LIMITED , as Lender By: /s/ Richard Hsu --------------------------------------------- Name: Richard Hsu Title: Vice President 8 FRANKLIN CLO III, LIMITED , as Lender By: /s/ Richard Hsu --------------------------------------------- Name: Richard Hsu Title: Vice President 8 FRANKLIN CLO IV, LIMITED , as Lender By: /s/ Richard Hsu --------------------------------------------- Name: Richard Hsu Title: Vice President 8 FRANKLIN FLOATING RATE DAILY ACCESS FUND , as Lender By: /s/ Richard Hsu --------------------------------------------- Name: Richard Hsu Title:Asst. Vice President 8 FRANKLIN FLOATING RATE TRUST as Lender By: /s/ Richard Hsu --------------------------------------------- Name: Richard Hsu Title:Asst. Vice President 8 Galaxy CL0 1999-1, Ltd. by: AIG Global Investment Corp. as Collateral Manager as Lender By: /s/ W. Jeffrey Baxter --------------------------------------------- Name: W. Jeffrey Baxter Title: Vice President 8 Galaxy CLO 2003-1, Ltd. by: AIG Global Investment Corp. as Investment Adviser as Lender By: /s/ W. Jeffrey Baxter --------------------------------------------- Name: W. Jeffrey Baxter Title: Vice President 8 GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: /s/ Brian P Schwinn --------------------------------------------- Name: Brian P Schwinn Title: Duly Authorized Signatory 8 GoldenTree Loan Opportunities. I, Limited By: GoldenTree Asset Management, LP as Lender By: /s/ Fred Haddad -------------------------------------------- Name: Fred Haddad 8 HARBOURVIEW CLO IV, LTD., as Lender By: /s/ Bill Campbell --------------------------------------------- Name: Bill Campbell Title: Manager 8 HARBOURVIEW CLO V, LTD., as Lender, By: /s/ Bill Campbell -------------------------------------------- Name: Bill Campbell Title: Manager 8 HARCH CLO I, LTD, as Lender By: /s/ Michael E. Lewitt --------------------------------------------- Name: Michael E. Lewitt Title: AUTHORIZED SIGNATORY 8 Hawatt's Igland CDO, Ltd. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager as Lender By: /s/ Jefrey Megar -------------------------------------------- Name: Jefrey Megar Title: Director 8 IKB Capital Corporation, as Lender By: /s/ David Snyder ------------------------------------------- Name: DAVID SNYDER Title: PRESIDENT IKB CAPITAL CORPORATION 8 INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Jack C. Henry --------------------------------------------- Name: Jack C. Henry Title: Principal. 8 KZH CYPRESSTREE-1 LLC By: /s/ HI HUA --------------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT 8 KZH INC-2 LLC By: /s/ HI HUA --------------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT 8 KZH SOLEIL LLC By: /s/ HI HUA --------------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT 8 KZH SOLEIL-2 LLC By: /s/ HI HUA --------------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT 8 KZH STERLING LLC By: /s/ HI HUA --------------------------------------------- Name: HI HUA Title: AUTHORIZED AGENT 8 LANDMARK II CDO LIMITED By: Aladdin Capital Management LLC As Manager, as Lender By: /s/ Joseph Moroney --------------------------------------------- Name: Joseph Moroney, CFA Title: AUTHORIZED SIGNATORY 8 LCMI Limited Partnership, As Lender By: Lyon Capital Management LLC, As Collateral Manager By: /s/ Alex Kenna --------------------------------------------- Name: ALEX KENNA Title: Portfolio Manager 8 Longhorn CDO (Cayman) LTD By: Merrill Lynch Investment Managers,L.P. as Investment Advisor as Lender By: /s/ [ILLEGIBLE] --------------------------------------------- Longhorn CDO II, LTD. By: Merrill Lynch Investment Managers,L.P. as Investment Advisor as Lender By: /s/ [ILLEGIBLE] --------------------------------------------- MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager, as Lender By: /s/ David P. Wells -------------------------------------------- Name: David P. Wells, CFA Title: Managing Director 8 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser, as Lender By: /s/ David P. Wells ------------------------------------------- Name: David P. Wells, CFA Title: Managing Director 8 MERRILL LYNCH CREDIT PRODUCTS, LLC, as Lender By: /s/ Tanya Kim-Johnson ------------------------------ Name: TANYA KIM-JOHNSON Title: VICE PRESIDENT 8 MONY Life Insurance Company, as Lender By: MONY Capital Management, Inc., as Investment Advisor By: /s/ Suzanne E. Walton -------------------------------------------- Name: Suzanne E. Walton Title: Senior Managing Director 8 MONY Life Insurance Company of America, as Lender By: MONY Capital Management, Inc. By: /s/ Suzanne E. Walton ---------------------------------------- Name: Suzanne E. Walton Title: Authorized Agent 8 MOUNTAIN CAPITAL CLO 1 LTD. as Lender By: /s/ Chris Siddons ----------------------- Name: Chris Siddons Title: Director 8 MOUNTAIN CAPITAL CLO 11 LTD. as Lender By: /s/ Chris Siddons ------------------------------------------ Name: Chris Siddons Title: Director 8 MUIRFIELD TRADING LLC, as Lender By: /s/ Diana M. Himes ------------------------ Name: DIANA M. HIMES Title: AUTHORIZED AGENT 8 Natexis Banques Popularies, as Lender By: /s/ Tefta Ghilaga --------------------------------------------- Name: TEFTA GHILAGA Title: VICE PRESIDENT /s/ Kristen Brainard ------------------------------------------------ KRISTEN BRAINARD ASSOCIATE 8 NEMEAN CLO, LTD. BY: ING Capital Advisors LLC, as Investment Manager BY: /s/ Helen Y. Rhee ------------------------------------------- Name: HELEN Y. RHEE Title: DIRECTOR 8 New York Life Insurance and Annuity Corporation, By: New York Life Investment Management LLC, Its Investment Manager, as Lender By: /s/ F. David Melka ------------------------------------------- Name: F. David Melka Title: Vice President 8 New York Life Insurance Company, as Lender By: /s/ F. David Melka ------------------------------------------- Name: F. David Melka Title: Investment Vice President 15 NYLIM Flatiron CLO 2003-1 Ltd., By: New York Life Investment Management LLC, As Collateral Manager and Attorney-In-Fact, as Lender By: F. David Melka ------------------------------------------- Name: F. David Melka Title: Vice President 8 OLYMPIC FUNDING TRUST, SERIES 1999-1, as Lender By: /s/ Diana M. Himes ------------------------------------------- Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT 8 OPPENHEIMER SENIOR FLOATING RATE FUND, as Lender By: /s/ Bill Campbell ------------------------------------------- Name: Bill Campbell Title: Manager 8 ORIX FUNDING LLC, as Lender By: /s/ Diana M. Himes ------------------------------------------- Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT 8 ORYX CLO, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Helen Y. Rhee --------------------------------------------- Name: HELEN Y. RHEE Title: DIRECTOR 8 PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ Timothy S. Peterson --------------------------------------------- Timothy S. Peterson President 8 as Lender PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ [ILLEGIBLE] ------------------------------------------- Its: /s/ [ILLEGIBLE] By: /s/ Joelleni Watts, Counsel ------------------------------------------- Its: JOELLENI WATTS, COUNSEL 8 REGIMENT CAPITAL, LTD By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ Timothy S. Peterson --------------------------------------------- Timothy S. Peterson President 8 RIVIERA FUNDING LLC, as Lender BY: /s/ Diana M. Himes --------------------------------------------- Name: DIANA M. HIMES Title: AUTHORIZED AGENT 8 ROSEMONT CLO, Ltd. By: Deerfield Capital Management, LLC as its Collateral Manager By: /s/ Matt Stouffer --------------------------------------------- Name: Matt Stouffer Title: Vice President 8 SEABOARD CLO 2000 LTD. By: David L. Babson & Company Inc. as Collateral Manager, as Lender By: /s/ David P. Wells --------------------------------------------- Name: David P. Wells. CFA Title: Managing Director 8 Saquils - Centurion V. Ltd. By: American Express Asset Management Group Inc. As Collateral Manager, as Lender By: /s/ Leanne Stavrakis --------------------------------------------- Name: Leanne Stavrakis Title: Director Operations 8 SEQUILS-Cumberland I, Ltd. By: Deerfield Capital Managements LLC as its Collateral Manager By: /s/ Matt Stouffer --------------------------------------------- Name: Matt Stouffer Title: Vice President 8 SEQUILS-ING I (HBDGM), LTD. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Helen Y. Rhee --------------------------------------------- Name: HELEN Y. RHEE Title: DIRECTOR 8 STANWICH LOAN FUNDING LLC, as Lender By: /s/ Diana M. Himes --------------------------------------------- Name: DIANA M. HIMES Title: AUTHORIZED AGENT 8 SUNAMERIES LIFE INSURANCE COMPANY BY: AIG GLOBAL INVESTMENT CORP. AS INVESTMENT ADVISOR , as Lender By: /s/ W. Jeffrey Baxter --------------------------------------------- Name: W. JEFFREY BAXTER TITLE: VICE PRESIDENT 8 Toronto Dominion (New York), Inc, as Lender By: /s/ Stacey Malek --------------------------------------------- Name: STACEY MALEK Title: VICE PRESIDENT 8 VENTURE CDO 2002, LIMITED BY ITS INVESTMENT ADVISOR, MJX ASSET MANAGEMENT, LLC , as Lender By: /s/ [ILLEGIBLE] ----------------------------------------- Name: Title: 8 VENTURE II CDO 2002, LIMITED BY ITS INVESTMENT ADVISOR, MJX ASSET MANAGEMENT, LLC , as Lender By: [ILLEGIBLE] ------------------------------------- Name: Title: 8