Waiver Agreement to Deferral and Forbearance Agreement under Amended and Restated Credit Agreement (May 1, 2000) – Safety-Kleen Services, Inc. and Lenders

Summary

This waiver agreement, dated May 1, 2000, is between Safety-Kleen Services, Inc., its subsidiary Safety-Kleen Ltd., and a group of lenders and agents. It allows the company to pay approximately $471,000 in interest on certain tax-exempt bonds without triggering a termination event under a prior deferral and forbearance agreement related to their credit agreement. The waiver is limited to this specific payment and does not affect other rights or remedies of the lenders. The company also agrees to cover related administrative expenses. The agreement is governed by New York law.

EX-4.O 5 0005.txt WAIVER DATED MAY 1, 2000 WAIVER, dated as of May 1, 2000, under the DEFERRAL AND FOREBEARANCE AGREEMENT (the "Agreement"), dated as of April 7, 2000, to --------- the Amended and Restated Credit Agreement, dated as of April 3, 1998 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among SAFETY-KLEEN SERVICES, INC. ---------------- (formerly known as LES, Inc.), a Delaware corporation (the "Company"), ------- SAFETY-KLEEN LTD. (successor to Safety-Kleen (Canada) Ltd., which was formerly known as Laidlaw Environmental Services (Canada) Ltd.), a Canadian corporation and a wholly owned subsidiary of the Company (together with the Company, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), TORONTO DOMINION (TEXAS), INC., as general ------- administrative agent (in such capacity, the "General Administrative ----------------------- Agent"), THE TORONTO-DOMINION BANK, as Canadian administrative agent, ----- TD SECURITIES (USA) INC., as advisor to the Borrowers and arranger of the commitments described in the Credit Agreement, THE BANK OF NOVA SCOTIA, BANK OF AMERICA (formerly known as Nationsbank, N.A.), BANK ONE, N.A. (formerly known as The First National Bank of Chicago) and WACHOVIA BANK, N.A., as managing agents, THE BANK OF NOVA SCOTIA and BANK ONE, N.A. (formerly known as The First National Bank of Chicago), as co-documentation agent, and BANK OF AMERICA (formerly known as Nationsbank, N.A.), as syndication agent. WITNESSETH: ---------- WHEREAS, under the Agreement, the Lenders agreed to defer payment of interest that becomes due during the Deferral Period (as defined therein; capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement, as the case may be) and to forbear from exercising remedies in respect of such payments; WHEREAS, under the Agreement, the Lenders' agreement to defer interest and forbear from the exercise of remedies are subject to the occurrence of a Termination Event; WHEREAS, the payment of interest on Indebtedness during the Deferral Period constitutes a Termination Event, subject to certain limited exceptions; WHEREAS, the Company has advised the General Administrative Agent that it intends to pay approximately $471,000 in interest on certain tax-exempt bonds and has requested the Required Lenders to waive the Termination Event that would occur upon the payment of such interest; 093110-0154-00421-A04U95EL-AMD 2 WHEREAS, the equired Lenders have agreed to such deferral upon the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement, the parties hereto hereby agree as follows: 1. Waiver. Upon and subject to receipt by the General Administrative ------ Agent of counterparts of this Waiver from the Required Lenders, the Termination Event occurring upon payment of approxi- mately $471,000 interest on Indebtedness in the form of tax-exempt bonds is hereby waived and rescinded, such waiver to be binding upon the Administrative Agents and all Lenders. 2. Continuing Effects. Except as expressly waived or amended hereby, ------------------ each of the Agreement and the Credit Agreement shall continue to be in full force and effect in accordance with its terms. 3. No Waiver; Reservation of Rights. This Waiver Agreement does ---------- not constitute a waiver of any Defaults or Events of Default in existence as of the date hereof, or which may occur during the Deferral Period or a waiver of any other rights or remedies of the Administrative Agents and the Lenders in respect of other Defaults or Events of Default or any other obligations of the Loan Parties. All such rights and remedies are fully reserved by the Administrative Agents and the Lenders. 4. Expenses. The Company agrees to pay and reimburse the General -------- Administrative Agent and the informal steering committee of Lenders for all of their respective reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, and delivery of this Waiver, including the reasonable fees and expenses of counsel and financial advisors. 3 5. Counterparts. This Waiver may be executed on any number of separate ------------ counterparts and al of said counterparts taken together shall be deemed to constitute one and the same instrument. 6. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND ------------- INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. SAFETY-KLEEN SERVICES, INC. (formerly known as LES, Inc.) By: /s/ Henry H. Taylor ----------------------------- Name: Henry H. Taylor Title: President SAFETY-KLEEN LTD. (successor to Safety- Kleen Services (Canada) Ltd., which was formerly known as Laidlaw Environmental Services (Canada) Ltd.) By: /s/ Henry H. Taylor ---------------------------- Name: Henry H. Taylor Title: President 4 TORONTO DOMINION (TEXAS), INC., as General Administrative Agent and Lender By: /s/ Jano Mott --------------------------- Name: Jano Mott Title: Vice President THE TORONTO DOMINION BANK as Canadian General Administrative Agent By: /s/ W. M. Shiplo ------------------------------ Name: W. M. Shiplo Title: Manager, Loan Syndications TD SECURITIES (USA) inc. as Arranger By: ------------------------------ Name: Title: THE TORONTO DOMINION BANK, as a Lender By: /s/ D. Pankhurst ---------------------------- Name: D. Pankhurst Title: VP THE BANK OF NOVA SCOTIA, as Managing Agent, Co-Documentation Agent and Lender By: /s/ Ron Dooley --------------------------- Name: Ron Dooley Title: Director 5 BANK ONE, N.A. f/k/a The First National Bank of Chicago, as Managing Agent, Co-Documentation Agent and Lender By: /s/ Richard Babcock ------------------------ Name: Richard Babcock Title: Vice President BANK OF AMERICA (formerly known as Nationsbank, N.A.), as Syndication Agent, Managing Agent and Lender By: /s/ William Crawford ----------------------------- Name: William Crawford Title: Managing Director WACHOVIA BANK, N.A, as Managing Agent and Lender By: /s/ Donald E. Sellers, Jr. ------------------------------- Name: Donald E. Sellers, Jr. Title: Vice President 6 AERIES FINANCE-II LIMITED By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Managing Agent By: /s/ Gregory Stoeckle --------------------------- Name: Gregory Stoeckle Title: Authorized Signatory ALLIANCE CAPITAL FUNDING, L.L.C. By: ALLIANCE CAPITAL MANAGEMENT, L.P., as Manager on behalf of Alliance Capital Funding, L.L.C. By: ALLIANCE CAPITAL MANAGEMENT, L.P., General Partner of Alliance Capital Management, L.P. By: ------------------------- Name: Title: AMARA-I FINANCE LTD By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Advisor By: /s/ Gregory Stoeckle ------------------------- Name: Gregory Stoeckle Title: Authorized Signatory 7 AMARA-II FINANCE LTD By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Advisor By: /s/ Gregory Stoeckle ------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AMERICAN GENERAL ANNUITY INSURANCE COMPANY (formerly Western National Life Insurance Company) By: ------------------------- Name: Title: APPALOOSA INVESTMENT LIMITED PARTNERSHIP I By: APPALOOSA MANAGEMENT L.P., a General Partner By: APPALOOSA PARTNERS INC., a General Partner By: /s/ David Tepper --------------------------- Name: David Tepper Title: President 8 ARCHIMEDES FUNDING II, LTD. By: ING CAPITAL ADVISORS, INC., as Collateral Manager By: --------------------------- Name: Title: ARCHIMEDES FUNDING III, LTD. By: ING CAPITAL ADVISORS, INC., as Collateral Manager By: --------------------------- Name: Title: ARCHIMEDES FUNDING, LLC By: ING CAPITAL ADVISORS, INC., as Collateral Manager By: --------------------------- Name: Title: 9 ATHENA CDO, LIMITED By: PACIFIC INVESTMENT MANAGEMENT, COMPANY, as its Investment Advisor By: PIMCO MANAGEMENT,INC., a General Partner By: --------------------------- Name: Title: AVALON CAPITAL LTD. By: INVESCO INVESCO SENIOR SECURED MANAGEMENT, INC., as Portfolio Advisor By: /s/ Gregory Stoeckle --------------------------- Name: Gregory Stoeckle Title: Authorized Signatory BALANCED HIGH-YIELD FUND I LTD. By: BHG (USA) Capital Corporation, as Attorney-in-Fact By: /s/ Dana L. McDougall --------------------------- Name: Dana L. McDougall Title: Vice President By: /s/ Richard Cameron --------------------------- Name: Richard Cameron Title: Vice President 10 BALANCED HIGH-YIELD FUND II LTD. By: BHF (USA) Capital Corporation, as Attorney-in-Fact By: /s/ Dana L. McDougall --------------------------- Name: Dana L. McDougall Title: Vice President By: /s/ Richard Cameron --------------------------- Name: Richard Cameron Title: Vice President BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA, NASSAU BRANCH By: --------------------------- Name: Title: By: --------------------------- Name: Title: BANK OF HAWAII By: --------------------------- Name: Title: 11 BATTERSON PARK CBO I By: General Re-New England Asset Management, Inc., as Collateral Manager By: /s/ Theodore M. Haag --------------------------- Name: Theodore M. Haag Title: VP 12 BANQUE WORMS CAPITAL CORPORATION By: --------------------------- Name: Title: By: --------------------------- Name: Title: BATTERSON PARK CBO I By: --------------------------- Name: Title: BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ John P. McMahon --------------------------- Name: John P. McMahon Title: Associate Director By: /s/ Timothy Harrod --------------------------- Name: Timothy Harrod Title: Director 13 BHF (USA) CAPITAL CORPORATION By: /s/ Dana L. McDougall --------------------------- Name: Dana L. McDougall Title: Vice President By: /s/ Richard Cameron --------------------------- Name: Richard Cameron Title: Vice President BLACK DIAMOND CLO 1998-I LTD. By: --------------------------- Name: Title: BLACK DIAMOND INTERNATIONAL FUNDING LTD. By: --------------------------- Name: Title: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC By: /s/ Louis Lavois --------------------------- Name: Louis Lavois Title: Manager By: /s/ (illegible) --------------------------- Name: (illegible) Title: 14 CAPTIVA II FINANCE LTD. By: /s/ David Dyer -------------------------------- Name: David Dyer Title: Director CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management Company By: --------------------------- Name: Title: CAPTIVA IV FINANCE LTD., as advised by Pacific Investment Management Company By: --------------------------- Name: Title: CERES FINANCE LTD. By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Managing Agent By: /s/ Gregory Stoeckle --------------------------- Name: Gregory Stoeckle Title: Authorized Signatory 15 CITY NATIONAL BANK By: /s/ C. R. Heatherly -------------------------------- Name: C. R. Heatherly Title: Vice President COMERICA BANK By: --------------------------- Name: Title: COMMERCIAL LOAN FUNDING TRUST I By: Lehman Commercial Paper Inc., not in its individual capacity but solely as administrative agent By: /s/ G. Andrew Keith --------------------------- Name: G. Andrew Keith Title: Senior Vice President CONTINENTAL ASSURANCE COMPANY By: TCW Asset Management Company, as Attorney-in-Fact By: /s/ Mark L. Gold --------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan R. Insull -------------------------------- Name: Jonathan R. Insull Title: Senior Vice President 16 COOPERATIEVE CENTRALE RAIFEISEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH By: --------------------------- Name: Title: By: --------------------------- Name: Title: CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Sean Mounier --------------------------- Name: Sean Mounier Title: First Vice President By: /s/ Marcus Edward --------------------------- Name: Marcus Edward Title: Vice President CRESCENT/MACH I PARTNERS, L.P. By: TCW Asset Management Company, as its Investment Manager By: /s/ Mark L. Gold --------------------------- Name: Mark L. Gold Title: Managing Director 17 CYPRESSTREE INSTITUTIONAL FUND, LLC By: Cypresstree Investment Management Company, Inc., its Managing Member By: /s/ Jonathan D. Sharkey --------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTMENT FUND, LLC By: Cypresstree Investment Management Company, Inc., its Managing Member By: /s/ Jonathan D. Sharkey --------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC. As: Attorney-In-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager By: /s/ Jonathan D. Sharkey --------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTEMENT PARTERS II, LTD. By: Cypresstree Investment Management Company, Inc., as Portfolio Manager By: /s/ Jonathan D. Sharkey --------------------------- Name: Jonathan D. Sharkey Title: Principal 18 CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Jonathan D. Sharkey --------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Jonathan D. Sharkey --------------------------- Name: Jonathan D. Sharkey Title: Principal NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Jonathan D. Sharkey --------------------------- Name: Jonathan D. Sharkey Title: Principal DLJ CAPITAL FUNDING, INC. By: --------------------------- Name: Title: 19 ELC (CAYMAN) LTD. CDO SERIES 1999-1 By: /s/ William A. Hayes --------------------------- Name: William A. Hayes Title: Vice President ELC (CAYMAN) LTD. By: /s/ William A. Hayes --------------------------- Name: William A. Hayes Title: Vice President FIRST DOMINION FUNDING I By: /s/ David H. Lerner --------------------------- Name: David H. Lerner Title: Authorized Signatory FIRST DOMINION FUNDING II By: /s/ David H. Lerner --------------------------- Name: David H. Lerner Title: Authorized Signatory FIRST DOMINION FUNDING III By: /s/ David H. Lerner --------------------------- Name: David H. Lerner Title: Authorized Signatory FIRST UNION NATIONAL BANK By: /s/ Helen F. Wessley --------------------------- Name: Helen F. Wessley Title: SVP 20 FIRSTAR BANK, N.A. f/k/a Star Bank, National Association By: /s/ Douglas W. Worden --------------------------- Name: Douglas W. Worden Title: Assistant Vice President FIRSTRUST BANK By: --------------------------- Name: Title:: FLEET BUSINESS CREDIT CORPORATION (formerly Sanwa Business Credit Corporation) By: /s/ Fred N. Manning --------------------------- Name: Fred N. Manning Title: Authorized Officer FLEET NATIONAL BANK By: /s/ Thomas D. Opie --------------------------- Name: Thomas D. Opie Title: Vice President FLOATING RATE PORTFOLIO By: INVESCO SENIOR SECURED MANAGEMENT, INC., as attorney in fact By: /s/ Gregory Stoeckle --------------------------- Name: Gregory Stoeckle Title: Authorized Signatory 21 GALAXY CLO 1990-1, LTD. By: --------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Karl Kiefer --------------------------- Name: Karl Kiefer Title: Duly Authorized Signatory STATE STREET BANK AND TRUST COMPANY, as Trustee for GENERAL MOTORS EMPLOYEES GLOBAL GROUP PENSION TRUST By: --------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: /s/ Kevin Ulrich --------------------------- Name: Kevin Ulrich Title: Authorized Signatory GPSF SECURITIES, INC. By: /s/ (illegible) --------------------------- Name: Title: 22 HAPOALIM B.M. By: /s/ Joseph P. Howard --------------------------- Name: Joseph P. Howard Title: Vice President HSBC BANK USA (formerly Marine Midland Bank) By: --------------------------- Name: Title: IMPERIAL BANK By: /s/ Ray Vadalma --------------------------- Name: Ray Vadalma Title: Senior Managing Director INDOSUEZ CAPITAL FUNDING IV, L.P. By: INDOSUEZ CAPITAL, as Portfolio Manager 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 23 INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: INDOSUEZ CAPITAL, as Portfolio Advisor By: /s/ Melissa Marano --------------------------- Name: Melissa Marano Title: Vice President JACKSON NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact on behalf of Jackson National Life Insurance Company By: /s/John Walding --------------------------- Name: John Walding Title: Managing Director KEMPER FLOATING RATE FUND By: /s/ Kelly D. Babson --------------------------- Name: Kelly D. Babson Title: Managing Director KZH CNC LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent 24 KZH CRESCENT LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent KZH CRESCENT-2 LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent KZH CRESCENT-3 LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent KZH CYPRESSTREE-1 LLC By: --------------------------- Name: Title: KZH ING-1 LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent KZH ING-2 LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent 25 KZH LANGDALE 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 RIVERSIDE LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent KZH SHOSHONE LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent KZH SOLEIL LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent 26 KZH SOLEIL-2 LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee Title: Authorized Agent MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: MERRILL LYNCH ASSET MANAGEMENT, L.P., as Investment Advisor By: --------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: --------------------------- Name: Title: METROPOLITAN LIFE INSURANCE COMPANY By: --------------------------- Name: Title: 27 MLCLO XII PILGRIM AMERICA (CAYMAN) LTD. By: PILGRIM INVESTEMENTS, INC., as its Investment Manager By: /s/Michel Prince, CFA --------------------------- Name: Michel Prince, CFA Title: Vice President MLCLO XV PILGRIM AMERICA (CAYMAN) LTD. By: PILGRIM INVESTEMENTS, INC., as its Investment Manager By: /s/Michel Prince, CFA --------------------------- Name: Michel Prince, CFA Title: Vice President MONUMENT CAPITAL LTD., as Assignee By: ALLIANCE CAPITAL MANAGEMENT L.P., as Investment Manager By: ALLIANCE CAPITAL MANAGEMENT CORPORATION, as General Partner By: --------------------------- Name: Title: Title: MOUNTAIN CAPITAL CLO I LTD. By: --------------------------- Name: Title: 28 NATIONAL CITY BANK By: /s/ Lisa B. Lisi --------------------------- Name: Lisa B. Lisi Title: Vice President NORTH AMERICAN SENIOR FLOATING RATE FUND By: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Portfolio Manager By: --------------------------- Name: Title: OAK HILL SECURITIES FUND, L.P. By: OAK HILL SECURITIES GENPAR, L.P., its General Partner By: OAK HILL SECURITIES MGP, INC., its General Partner By: /s/ William H. Bohnsack, Jr. -------------------------------- Name: William H. Bohnsack, Jr. Title: VP 29 OAK MOUNTAIN LIMITED, as Assignee By: ALLIANCE CAPITAL MANAGEMENT L.P., as Investment Manager By: ALLIANCE CAPITAL MANAGEMENT CORPORATION, as General Partner By: --------------------------- Name: Title: OASIS COLLATERALIZED HIGH INCOME PORTFOLIO I LTD. By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Advisor By: /s/ Gregory Stoeckle --------------------------- Name: Gregory Stoeckle Title: Authorized Signatory OCTAGON INVESTMENT PARTNERS II, LLC By: OCTAGON CREDIT INVESTORS, LLC, as Sub-investment Manager By: /s/ Michael B. Nechamian --------------------------- Name: Michael B. Nechamian Title: Portfolio Manager 30 OCTAGON INVESTMENT PARTNERS III, LTD. By: OCTAGON CREDIT INVESTORS, LLC, as Portfolio Manager By: /s/ Michael B. Nechamian --------------------------- Name: Michael B. Nechamian Title: Portfolio Manager OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Ashley R. Hamilton --------------------------- Name: Ashley R. Hamilton Title: Authorized Agent PACIFICA PARTNERS I, L.P. By: IMPERIAL CREDIT ASSET MANAGEMENT, as its Investment Manager By: --------------------------- Name: Title: PALOMINO FUND LTD. By: /s/ David Tepper --------------------------- Name: David Tepper Title: President 31 PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: PILGRIM INVESTEMENTS, INC., as its Investment Manager By: /s/ Michel Prince, CFA --------------------------- Name: Michel Prince, CFA Title: Vice President PILGRIM CLO 1999-I LTD. By: PILGRIM INVESTEMENTS, INC., as its Investment Manager By: /s/ Michel Prince, CFA --------------------------- Name: Michel Prince, CFA Title: Vice President PPM SPYGLASS FUNDING TRUST By: --------------------------- Name: Title: ROYAL BANK OF CANADA By: /s/ Ritta Y. Lee --------------------------- Name: Ritta Y. Lee Title: Sr. Manager 32 ROYALTON COMPANY By: PACIFIC INVESTMENT MANAGEMENT COMPANY, as its Investment Advisor By: PIMCO MANAGEMENT, INC., a General Partner By: --------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: BOSTON MANAGEMENT AND RESEARCH, as Investment Advisor By: /s/ Scott H. Page --------------------------- Name: Scott H. Page Title: Vice President SENIOR HIGH INCOME PORTFOLIO, INC. By: --------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By: EATON VANCE MANAGEMENT, as Investment Advisor By: /s/ Scott H. Page --------------------------- Name: Scott H. Page Title: Vice President 33 SEQUILS I, LTD. By: TCW ADVISORS, INC., as its Collateral Managers By: /s/ Mark L. Gold --------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan R. Insull --------------------------- Name: Jonathan R. Insull Title: Senior Vice President SEQUILS-ING I (HBDGM), LTD. By: ING CAPITAL ADVISORS, INC., as Collateral Manager By: /s/ Mark L. Gold --------------------------- Name: Mark L. Gold Title: Managing Director SOCIETE GENERALE By: /s/ Robert Petersen --------------------------- Name: Robert Petersen Title: Director SOUTHERN PACIFIC BANK By: --------------------------- Name: Title: 34 STB DELAWARE FUNDING TRUST I By: /s/ Donald C. Hargadon --------------------------- Name: Donald C. Hargadon Title: Assistant Vice President STOCKS PLUS LP SUBFUND B By: PACIFIC INVESTMENT MANAGEMENT COMPANY, as its Investment Advisor, acting through Investors Fiduciary Trust in the Nominee Name of IFTCO By: PIMCO MANAGEMENT INC., a General Partner By: --------------------------- Name: Title: STRATA FUNDING LTD. By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Sub-Managing Agent By: /s/ Gregory Stoeckle ---------------------------- Name: Gregory Stoeckle Title: Authorized Signatory SUMMIT BANK By: --------------------------- Name: Title: 35 TEXTRON FINANCIAL CORP. By: /s/ R. Rodney Weaver --------------------------- Name: R. Rodney Weaver Title: Vice President THE CIT GROUP/BUSINESS CREDIT, INC. By: --------------------------- Name: Title: THE DAI-ICHI KANGYO BANK, LTD. By: --------------------------- Name: Title: THE FUJI BANK, LIMITED By: /s/ John D. Doyle --------------------------- Name: John D. Doyle Title: Vice President and Manager THE MITSUBISHI TRUST AND BANKING CORPORATION By: --------------------------- Name: Title: 36 THE SUMITOMO BANK, LTD. By: --------------------------- Name: Title: TRIGON HEALTHCARE INC. By: PACIFIC INVESTMENT MANAGEMENT COMPANY, as its Investment Advisor, acting through the Bank of New York in the Nominee Name of Hare & Co. By: PIMCO MANAGEMENT INC., a General Partner By: --------------------------- Name: Title: TRITON CDO IV, LIMITED By: INVESCO SENIOR SECURED MANAGEMENT, INC., as Investment Advisor By: /s/ Gregory Stoeckle --------------------------- Name: Gregory Stoeckle Title: Authorized Signatory 37 VAN KAMPEN CLO I, LIMITED By: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ Douglas J. Smith --------------------------- Name: Douglas J. Smith Title: Vice President VAN KAMPEN CLO II, LIMITED By: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ Douglas J. Smith --------------------------- Name: Douglas J. Smith Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: VAN KAMPEN INVESTMENT ADVISORY CORP. By: /s/ Douglas J. Smith --------------------------- Name: Douglas J. Smith Title: Vice President 38 VAN KAMPEN SENIOR FLOATING RATE FUND By: VAN KAMPEN INVESTMENT ADVISORY CORP. By: /s/ Douglas J. Smith --------------------------- Name: Douglas J. Smith Title: Vice President WEBSTER BANK By: /s/ Paul T. Savino --------------------------- Name: Paul T. Savino Title: Vice President WINGED FOOT FUNDING TRUST By: /s/ Ashley R. Hamilton --------------------------- Name: Ashley R. Hamilton Title: Authorized Agent ZERMATT CBO, LTD. By: --------------------------- Name: Title: