Amendment Number Three and Waiver to Amended and Restated Credit Agreement among Superior Telecommunications Inc., Essex Group Inc., Guarantors, Lenders, and Agents
Summary
This agreement is an amendment and waiver to a previous credit agreement between Superior Telecommunications Inc., Essex Group Inc., their guarantors, and a group of lenders and agents. The amendment adjusts certain financial covenants, including capital expenditures, EBITDA requirements, interest coverage, and leverage ratios. It also updates the definition of 'Mexican Subsidiaries' and waives compliance with a specific covenant related to asset sales. The amendment becomes effective once signed by the required parties and upon payment of a specified fee to the lenders.
EX-10.1 2 a2030661zex-10_1.txt EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NUMBER THREE and Waiver, dated as of March 13, 2000 ("Amendment and Waiver"), to the Amended and Restated Credit Agreement dated as of November 27, 1998, as last amended by Amendment No. 2 and Waiver, dated as of December 10, 1999, (the "Credit Agreement"), among SUPERIOR TELECOMMUNICATIONS INC. (formerly known as Superior/Essex Corp.), a Delaware corporation (the "Company"), ESSEX GROUP INC., a Michigan corporation ("Essex" and, together with the Company, the "Borrowers"), each of the Guarantors party thereto (the "Guarantors") (which Guarantors shall include Superior TeleCom Inc., a Delaware corporation (the "Parent")), the lending institutions from time to time party thereto (each a "Lender" and collectively, the "Lenders"), BANKERS TRUST COMPANY, as Administrative Agent, MERRILL LYNCH & CO., as Documentation Agent and FLEET NATIONAL BANK, as Syndication Agent (the "Agents"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS the Borrowers wish (a) to adjust certain negative covenants in Section 8, (b) to amend a definition in Section 10, and (c) to waive compliance with a negative covenant in Section 8 of the Credit Agreement; and WHEREAS, in connection with the foregoing, the Borrowers have requested that the Agents and the Lenders amend certain provisions of the Credit Agreement; and WHEREAS the Agents and the Lenders have considered and agreed to the Borrowers' requests, upon the terms and conditions set forth in this Amendment and Waiver; and WHEREAS the consent of the Required Lenders is necessary to effect this Amendment and Waiver; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: -2- SECTION ONE - Amendment The Credit Agreement is amended as hereinafter provided in this Section One, effective as of March 13, 2000 (the "Amendment Effective Date"). 1.1. Amendments to Section 8 (Negative Covenants) of the Credit Agreement (a) Section 8.08(f) shall be amended by deleting the text thereof in its entirety and replacing it with the following: "(f) The Company may make the Capital Expenditures (i) contemplated by Sections 8.02(q) and (s) and (ii) the Capital Expenditures as set forth in Schedule 8.08(f), and the amounts of such Capital Expenditures shall not reduce the amount set forth in Section 8.08(a)." (b) Section 8.09 shall be amended by deleting the text thereof in its entirety and replacing it with the following: "8.09. Minimum Consolidated EBITDA. The Company will not permit Consolidated EBITDA during any Test Period set forth below to be less than the amount set forth below with respect to such Test Period: -3- ($ in millions) Test Period Ending: Amount: ------------------ ------ 01/31/1999 $ 36.0 03/31/1999 60.0 06/30/1999 130.0 09/30/1999 180.0 12/31/1999 260.0 03/31/2000 235.0 06/30/2000 235.0 09/30/2000 240.0 12/31/2000 255.0 03/31/2001 260.0 06/30/2001 265.0 09/30/2001 270.0 12/31/2001 270.0 03/31/2002 340.0 06/30/2002 350.0 09/30/2002 355.0 12/31/2002 360.0 03/31/2003 365.0 06/30/2003 370.0 09/30/2003 375.0 12/31/2003 and the last 380.0 day of each Fiscal Quarter thereafter " (c) Section 8.10 shall be amended to read as follows: "8.10. Interest Coverage Ratio. The Company will not permit the Interest Coverage Ratio for any Test Period set forth below to be equal to or less than the ratio set forth below with respect to such Test Period: -4- Test Period Ending: Ratio: ------------------ ----- 03/31/1999 1.75x 06/30/1999 1.75x 09/30/1999 1.80x 12/31/1999 1.85x 03/31/2000 1.75x 06/30/2000 1.75x 09/30/2000 1.75x 12/31/2000 1.85x 03/31/2001 1.90x 06/30/2001 1.95x 09/30/2001 2.00x 12/31/2001 2.05x 03/31/2002 2.50x 06/30/2002 2.75x 09/30/2002 3.00x 12/31/2002 3.00x 03/31/2003 3.25x 06/30/2003 3.25x 09/30/2003 3.50x 3.50x 12/31/2003 and the last day of each Fiscal Quarter thereafter " (d) Section 8.11 shall be amended by deleting the text thereof in its entirety and replacing it with the following: "8.11. Leverage Ratio. The Company will not permit the Pro Forma Leverage Ratio at any time during the Test Period set forth below to be equal to or more than the ratio set forth below with respect to such Test Period: -5- Test Period Ending: Ratio: ------------------ ----- 03/31/1999 5.50x 06/30/1999 5.50x 09/30/1999 5.25x 12/31/1999 5.25x 03/31/2000 5.65x 06/30/2000 5.65x 09/30/2000 5.45x 12/31/2000 5.00x 03/31/2001 4.90x 06/30/2001 4.80x 09/30/2001 4.70x 12/31/2001 4.60x 03/31/2002 3.75x 06/30/2002 3.50x 09/30/2002 3.25x 12/31/2002 3.25x 03/31/2003 3.00x 06/30/2003 3.00x 09/30/2003 2.75x 12/31/2003 and the last 2.75x day of each Fiscal Quarter thereafter " 1.2. Amendments to Section 10(Definitions) of the Credit Agreement. Section 10 shall be amended by deleting the definition of "Mexican Subsidiaries" and replace it with the following: "'Mexican Subsidiaries' shall mean any Wholly-Owned Subsidiary of the Company, Essex or any of their respective Subsidiaries organized to make the acquisitions and Investments contemplated by Section 8.02(s)." SECTION TWO - Waiver The Lenders hereby waive compliance by the Company with Section 8.02(d) (Consolidation, Merger, Sale or Purchase -6- of Assets, etc.) with respect to the sale of substantially all of the Company's Pawtucket, Rhode Island related assets. SECTION THREE - CONDITIONS TO EFFECTIVENESS This Amendment and Waiver shall become effective as of the Amendment Effective Date when, and only when, the Administrative Agent shall have received (i) counterparts of this Amendment and Waiver executed by each Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and Waiver and (ii) a one-time cash fee for each Lender that executes and delivers a signature page to this Amendment and Waiver not later than the close of business (New York time) on March 13, 2000 in the aggregate amount equal to 0.20% of the sum of the aggregate amount of Loans then outstanding owing to such Lender plus the then effective aggregate amount of the undrawn Revolving Loan Commitment of such Lender, which fee shall be paid by wire transfer of immediately available funds and distributed by the Administrative Agent to the Lenders entitled thereto. Further, the effectiveness of this Amendment and Waiver (other than Section Four hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Four hereof. SECTION FOUR - REPRESENTATIONS AND WARRANTIES The Parent and the Company hereby confirms, reaffirms and restates the representations and warranties made by it in Section 6 of the Credit Agreement and all such representations and warranties are true and correct in all material respects as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), except such representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under the Credit Agreement or such changes arise out of events not prohibited by the covenants set forth in Sections 7 and 8 of the Credit Agreement or otherwise permitted by consents or waivers. The Company hereby further represents and warrants (which represen- -7- tations and warranties shall survive the execution and delivery hereof) to the Agents and each Lender that: (a) Each Credit Party has the corporate power and authority to execute, deliver and perform this Amendment and Waiver and has taken all corporate actions necessary to authorize the execution, delivery and performance of this Amendment and Waiver; (b) No Default or Event of Default has occurred which is continuing; (c) No consent of any person other than all of the Lenders and the Agents parties hereto, and no consent, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability against any Credit Party of this Amendment and Waiver; (d) This Amendment and Waiver has been duly executed and delivered on behalf of each Credit Party by a duly authorized officer or attorney-in-fact of such Credit Party, and constitutes a legal, valid and binding obligation of each Credit Party enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally, (b) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), and by the discretion of the court before which any proceeding therefor may be brought, or (c) public policy considerations or court administrative, regulatory or other governmental decisions that may limit rights to indemnification or contribution or limit or affect any covenants or agreements relating to competition or future employment; and (e) The execution, delivery and performance of this Amendment and Waiver will not violate (i) any provision of -8- law applicable to any Credit Party or (ii) any contractual obligation of any Credit Party, other than such violations that would not reasonably be expected to result in, singly or in the aggregate, a Material Adverse Effect. SECTION FIVE - MISCELLANEOUS (a) Except as herein expressly amended, the Credit Agreement and all other agreements, documents, instruments and certificates executed in connection therewith, except as otherwise provided herein, are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. (b) This Amendment and Waiver may be executed by the parties hereto in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. (c) THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. (d) This Amendment and Waiver shall not constitute a consent or waiver to or modification of any provision, term or condition of the Credit Agreement, other than such terms, provisions, or conditions that are required to consummate the transactions contemplated by this Amendment and Waiver. All terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Credit Agreement, as amended hereby, shall remain in full force and effect. Signature Pages to Amendment No. 3 and Waiver IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment and Waiver as of the date first above written. SUPERIOR TELECOMMUNICATIONS INC., as Borrower and Guarantor By: /s/ David S. Aldridge ----------------------------------- Name: David S. Aldridge Title: Chief Financial Officer SUPERIOR TELECOM INC., as Guarantor By: /s/ David S. Aldridge ----------------------------------- Name: David S. Aldridge Title: Chief Financial Officer DNE SYSTEMS, INC., as Guarantor By: /s/ David S. Aldridge ----------------------------------- Name: David S. Aldridge Title: Chief Financial Officer S-1 Signature Pages to Amendment No. 3 and Waiver DNE MANUFACTURING & SERVICE COMPANY, as Guarantor By: /s/ David S. Aldridge ----------------------------------- Name: David S. Aldridge Title: Chief Financial Officer DNE TECHNOLOGIES, INC., as Guarantor By: /s/ David S. Aldridge ----------------------------------- Name: David S. Aldridge Title: Chief Financial Officer TEXAS SUT INC., as Guarantor By: /s/ David S. Aldridge ----------------------------------- Name: David S. Aldridge Title: Chief Financial Officer S-2 Signature Pages to Amendment No. 3 and Waiver ESSEX GROUP, INC., as Borrower and Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: ESSEX INTERNATIONAL INC., as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: S-3 Signature Pages to Amendment No. 3 and Waiver ACTIVE INDUSTRIES, INC., as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: DIAMOND WIRE & CABLE CO., as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: ESSEX GROUP, INC., as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: ESSEX GROUP MEXICO INC., as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: ESSEX MEXICO HOLDINGS, L.L.C., as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: S-4 Signature Pages to Amendment No. 3 and Waiver ESSEX SERVICES, INC., as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: ESSEX TECHNOLOGY, INC., as Guarantor By: /s/ ----------------------------------- Name: Title: ESSEX WIRE CORPORATION, as Guarantor By: /s/ David A. Owen ----------------------------------- Name: Title: S-5 Signature Pages to Amendment No. 3 and Waiver BANKERS TRUST COMPANY, as Administrative Agent By: /s/ Gina S. Thompson ----------------------------------- Name: Gina S. Thompson Title: Vice President S-6 Signature Pages to Amendment No. 3 and Waiver FLEET NATIONAL BANK, as Syndication Agent By: /s/ Howard J. Diamond ----------------------------------- Name: Howard J. Diamond Title: Vice President S-7 Signature Pages to Amendment No. 3 and Waiver MERRILL LYNCH & CO., as Documentation Agent By: /s/ Carol J.E. Feeley ----------------------------------- Name: Carol J.E. Feeley Title: Director S-8 Signature Pages to Amendment No. 3 and Waiver BANKERS TRUST COMPANY, as Lender By: /s/ Gina S. Thompson -------------------- Name: Gina S. Thompson Title: Vice President S-9 Signature Pages to Amendment No. 3 and Waiver ABN AMRO BANK N.V., as Lender By: /s/ Thomas M. Toerpe ----------------------------------- Name: Thomas M. Toerpe Title: Vice President By: /s/ Darin P. Fischer ----------------------------------- Name: Darin P. Fischer Title: Assistant Vice President S-10 Signature Pages to Amendment No. 3 and Waiver AG CAPITAL FUNDING PARTNERS, L.P., as Lender By: Angelo, Gordon & Co., L.P. as Investment Adviser By: /s/ ----------------------------------- Name: Title: S-11 Signature Pages to Amendment No. 3 and Waiver ALLSTATE LIFE INSURANCE COMPANY, as Lender By: /s/ ----------------------------------- Name: Title: By: /s/ ----------------------------------- Name: Title: S-12 Signature Pages to Amendment No. 3 and Waiver ARCHIMEDES FUNDING II, LTD., as Lender By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Michael J. Campbell ----------------------------------- Name: Michael J. Campbell Title: Senior Vice President & Portfolio Manager S-13 Signature Pages to Amendment No. 3 and Waiver ARCHIMEDES FUNDING III, LTD., as Lender By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Michael J. Campbell ----------------------------------- Name: Michael J. Campbell Title: Senior Vice President & Portfolio Manager S-14 Signature Pages to Amendment No. 3 and Waiver ATHENA CDO, LIMITED, as Lender By: Pacific Investment Management Company, as its Investment Advisor By: /s/ ----------------------------------- Name: Title: S-15 Signature Pages to Amendment No. 3 and Waiver BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as Lender By: /s/ Robert M. Biringer ----------------------------------- Name: Robert M. Biringer Title: Executive Vice President By: /s/ William E. McCollum, Jr. ----------------------------------- Name: William E. McCollum, Jr. Title: Vice President S-16 Signature Pages to Amendment No. 3 and Waiver BANK LEUMI TRUST COMPANY NEW YORK, as Lender By: /s/ Joung Hee Hong ----------------------------------- Name: Joung Hee Hong Title: Vice President S-17 Signature Pages to Amendment No. 3 and Waiver THE BANK OF AMERICA, N.A., as Lender By: /s/ Steve A. Aronowitz ----------------------------------- Name: Steve A. Aronowitz Title: Managing Director S-18 Signature Pages to Amendment No. 3 and Waiver BANK OF NOVA SCOTIA, as Lender By: /s/ W.J. Brown ----------------------------------- Name: W.J. Brown Title: Vice President S-19 Signature Pages to Amendment No. 3 and Waiver BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as Lender By: /s/ Nicholas J. Campbell ----------------------------------- Name: Nicholas J. Campbell Title: Vice President S-20 Signature Pages to Amendment No. 3 and Waiver BANK POLSKA KASA OPIEKI, S.A., as Lender By: /s/ Barry W. Henry ----------------------------------- Name: Barry W. Henry Title: Vice President S-21 Signature Pages to Amendment No. 3 and Waiver BANQUE NATIONALE DE PARIS, as Lender By: /s/ Stephanie Rogers ----------------------------------- Name: Stephanie Rogers Title: Vice President By: /s/ Serge Desrayaud ----------------------------------- Name: Serge Desrayaud Title: Vice President/ Team Leader S-22 Signature Pages to Amendment No. 3 and Waiver BANCO ESPIRITO SANTO S.A., NASSAU BRANCH, as Lender By: /s/ Andrew W. Orsen ----------------------------------- Name: Andrew W. Orsen Title: Vice President By: /s/ Terry R. Hull ----------------------------------- Name: Terry R. Hull Title: Senior Vice President S-23 Signature Pages to Amendment No. 3 and Waiver BEDFORD CDO, LIMITED, as Lender By: Pacific Investment Management Company, as its Investment Advisor By: /s/ ----------------------------------- Name: Title: S-24 Signature Pages to Amendment No. 3 and Waiver CAPTIVA III FINANCE LTD., as Lender, As advised by Pacific Investment Management Company By: /s/ David Dyer ----------------------------------- Name: David Dyer Title: Director S-25 Signature Pages to Amendment No. 3 and Waiver CAPTIVA IV FINANCE LTD., as Lender As advised by Pacific Investment Management Company By: /s/ John H. Cullinane ----------------------------------- Name: John H. Cullinane Title: Director S-26 Signature Pages to Amendment No. 3 and Waiver CHANG HWA COMMERCIAL BANK LTD, as Lender By: /s/ Wan-Tu Yeh ----------------------------------- Name: Wan-Tu Yeh Title: Vice President and General Manager S-27 Signature Pages to Amendment No. 3 and Waiver Crescent/MACH I PARTNERS, L.P., as Lender By: TCW Asset Management Company, Its Investment Manager By: /s/ Justin L. Driscoll ----------------------------------- Name: Justin L. Driscoll Title: Senior Vice President S-28 Signature Pages to Amendment No. 3 and Waiver DAI-ICHI KANGYO BANK, LIMITED, as Lender By: /s/ Christopher Fahey ----------------------------------- Name: Christopher Fahey Title: Vice President S-29 Signature Pages to Amendment No. 3 and Waiver DELANO COMPANY, as Lender By: Pacific Investment Management Company, as its Investment Advisor By: /s/ ----------------------------------- Name: Title: S-30 Signature Pages to Amendment No. 3 and Waiver EATON VANCE SENIOR INCOME TRUST, as Lender By: Eaton Vance Management, as Investment Advisor By: /s/ Payson S. Swaffield ----------------------------------- Name: Payson S. Swaffield Title: Vice President S-31 Signature Pages to Amendment No. 3 and Waiver ERSTE BANK DE OESTERREICHISCHEN SPA, as Lender By: /s/ Anca Trifan ----------------------------------- Name: Anca Trifan Title: Vice President By: /s/ John S. Runnion ----------------------------------- Name: John S. Runnion Title: First Vice President S-32 Signature Pages to Amendment No. 3 and Waiver FIRST UNION NATIONAL BANK, as Lender By: /s/ Thomas M. Harper ----------------------------------- Name: Thomas M. Harper Title: Vice President S-33 Signature Pages to Amendment No. 3 and Waiver FLEET NATIONAL BANK, as Lender By: /s/ Howard J. Diamond ----------------------------------- Name: Howard J. Diamond Title: Vice President S-34 Signature Pages to Amendment No. 3 and Waiver FRANKLIN FLOAT RATE TRUST, as Lender By: /s/ Chauncey Lufkin ----------------------------------- Name: Chauncey Lufkin Title: Vice President S-35 Signature Pages to Amendment No. 3 and Waiver FUJI BANK, LIMITED, as Lender By: /s/ John D. Doyle ----------------------------------- Name: John D. Doyle Title: Vice President and Manager S-36 Signature Pages to Amendment No. 3 and Waiver GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: /s/ Gregory Hong ----------------------------------- Name: Gregory Hong Title: Duly Authorized Signatory S-37 Signature Pages to Amendment No. 3 and Waiver INDOSUEZ CAPITAL FUNDING IIA, LIMITED, as Lender By: Indosuez Capital, as Portfolio Advisor By: /s/ Meliss Marano ----------------------------------- Name: Melissa Marano Title: Vice President S-38 Signature Pages to Amendment No. 3 and Waiver INDOSUEZ CAPITAL FUNDING IV, L.P., as Lender By: Indosuez Capital, as Portfolio Advisor By: /s/ Melissa Marano ----------------------------------- Name: Melissa Marano Title: Vice President S-39 Signature Pages to Amendment No. 3 and Waiver INDOSUEZ CAPITAL FUNDING, III, LIMITED, as Lender By: /s/ Melissa Marano ----------------------------------- Name: Melissa Marano Title: Vice President S-40 Signature Pages to Amendment No. 3 and Waiver ING (U.S.) CAPITAL LLC (f/k/a INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION), as Lender By: /s/ Robert L. Fellows ----------------------------------- Name: Robert L. Fellows Title: Director S-41 Signature Pages to Amendment No. 3 and Waiver By: PPM AMERICA, INC., as attorney in fact, on behalf of JACKSON NATIONAL LIFE INSURANCE COMPANY, as Lender By: /s/ John Walding ----------------------------------- Name: John Walding Title: Managing Director S-42 Signature Pages to Amendment No. 3 and Waiver KEMPER FLOATING RATE FUND, as Lender By: /s/ Mark E. Wittnebel ----------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President S-43 Signature Pages to Amendment No. 3 and Waiver STEIN ROE & FARMHAM INCORPORATED, as Agent for KEYPORT LIFE INSURANCE COMPANY, as Lender By: /s/ James R. Fellows ----------------------------------- Name: James R. Fellows Title: Vice President S-44 Signature Pages to Amendment No. 3 and Waiver KZH CNC LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-45 Signature Pages to Amendment No. 3 and Waiver KZH CRESCENT LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-46 Signature Pages to Amendment No. 3 and Waiver KZH CRESCENT-2 LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-47 Signature Pages to Amendment No. 3 and Waiver KZH CRESCENT-3 LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-48 Signature Pages to Amendment No. 3 and Waiver KZH CYPRESSTREE-1, LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-49 Signature Pages to Amendment No. 3 and Waiver KZH ING-2 LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-50 Signature Pages to Amendment No. 3 and Waiver KZH ING-3 LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Lee S-51 Signature Pages to Amendment No. 3 and Waiver KZH LANGDALE LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-52 Signature Pages to Amendment No. 3 and Waiver KZH PONDVIEW LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-53 Signature Pages to Amendment No. 3 and Waiver KZH RIVERSIDE LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-54 Signature Pages to Amendment No. 3 and Waiver KZH SOLEIL LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-55 Signature Pages to Amendment No. 3 and Waiver KZH SOLEIL-2 LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-56 Signature Pages to Amendment No. 3 and Waiver KZH STERLING LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-57 Signature Pages to Amendment No. 3 and Waiver KZH WATERSIDE LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-58 Signature Pages to Amendment No. 3 and Waiver MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as Lender By: /s/ Steven J. Katz ----------------------------------- Name: Steven J. Katz Title: Second Vice President & Associate General Counsel S-59 Signature Pages to Amendment No. 3 and Waiver MELLON BANK, N.A., as Lender By: /s/ Edward L. McGrath ----------------------------------- Name: Edward L. McGrath Title: Vice President S-60 Signature Pages to Amendment No. 3 and Waiver MERRILL LYNCH CAPITAL CORPORATION, as Lender By: /s/ Carel J.E. Feeley ----------------------------------- Name: Carol J.E. Feeley Title: Vice President S-61 Signature Pages to Amendment No. 3 and Waiver MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO, as Lender By: Merrill Lynch Asset Management, L.P., as Investment Manager By: /s/ Joseph Moroney ----------------------------------- Name: Joseph Moroney Title: Authorized Signatory S-62 Signature Pages to Amendment No. 3 and Waiver MERRILL LYNCH PRIME RATE PORTFOLIO, as Lender By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: /s/ Joseph Moroney ----------------------------------- Name: Joseph Moroney Title: Authorized Signatory S-63 Signature Pages to Amendment No. 3 and Waiver MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC., as Lender By: /s/ Joseph Moroney ----------------------------------- Name: Joseph Moroney Title: Authorized Signatory S-64 Signature Pages to Amendment No. 3 and Waiver MERRILL LYNCH SENIOR FLOATING RATE FUND, INC., as Lender By: /s/ Joseph Moroney ----------------------------------- Name: Joseph Moroney Title: Authorized Signatory S-65 Signature Pages to Amendment No. 3 and Waiver MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, as Lender By: /s/ Neil Brisson ----------------------------------- Name: Neil Brisson Title: Director S-66 Signature Pages to Amendment No. 3 and Waiver MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST, as Lender By: /s/ Sheila Finnerty ----------------------------------- Name: Sheila Finnerty Title: Senior Vice President S-67 Signature Pages to Amendment No. 3 and Waiver MOUNTAIN CAPITAL CLO 1, LTD., as Lender By: /s/ Darren P. Riley ----------------------------------- Name: Darren P. Riley Title: Director S-68 Signature Pages to Amendment No. 3 and Waiver NATEXIS BANQUE BFCE, as Lender By: /s/ Frank H. Madden, Jr. ----------------------------------- Name: Frank H. Madden, Jr. Title: Vice President and Group Manager By: /s/ John Stewart ----------------------------------- Name: John Stewart Title: Associate S-69 Signature Pages to Amendment No. 3 and Waiver NATIONAL CITY BANK, as Lender By: /s/ Joseph D. Robison ----------------------------------- Name: Joseph D. Robison Title: Vice President S-70 Signature Pages to Amendment No. 3 and Waiver NORTHWOODS CAPITAL, LIMITED, as Lender By: Angelo, Gordon & Co., L.P., as Collateral Manager By: /s/ ----------------------------------- Name: Title: S-71 Signature Pages to Amendment No. 3 and Waiver OLYMPIC FUNDING TRUST SERIES 1999-1, as Lender By: /s/ Kelly C. Walker ----------------------------------- Name: Kelly C. Walker Title: Authorized Agent S-72 Signature Pages to Amendment No. 3 and Waiver ORIX USA CORPORATION, as Lender By: /s/ Hiroyuki Miyauchi ----------------------------------- Name: Hiroyuki Miyauchi Title: Executive Vice President S-73 Signature Pages to Amendment No. 3 and Waiver OXFORD STRATEGIC INCOME FUND, as Lender By: Eaton Vance Management, as Investment Advisor By: /s/ Payson F. Swaffield ----------------------------------- Name: Payson F. Swaffield Title: Vice President S-74 Signature Pages to Amendment No. 3 and Waiver ROYALTON COMPANY, as Lender By: Pacific Investment Management Company, as its Investment Advisor By: /s/ ----------------------------------- Name: Title: S-75 Signature Pages to Amendment No. 3 and Waiver SENIOR DEBT PORTFOLIO, as Lender By: Boston Management and Research, as Investment Advisor By: /s/ Payson F. Swaffield ----------------------------------- Name: Payson F. Swaffield Title: Vice President S-76 Signature Pages to Amendment No. 3 and Waiver SOMERS CDO, LIMITED, as Lender By: Massachusetts Mutual Life Insurance Company, as Collateral Manager By: /s/ Steven J. Katz ----------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General S-77 Signature Pages to Amendment No. 3 and Waiver SRF TRADING, INC., as Lender By: /s/ Kelly C. Walker ----------------------------------- Name: Kelly C. Walker Title: Vice President S-78 Signature Pages to Amendment No. 3 and Waiver STANFIELD CLO, LTD., as Lender By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Gregory L. Smith ----------------------------------- Name: Gregory L. Smith Title: Partner S-79 Signature Pages to Amendment No. 3 and Waiver STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, as Lender By: /s/ James R. Fellows ----------------------------------- Name: James R. Fellows Title: Vice President S-80 Signature Pages to Amendment No. 3 and Waiver SUNTRUST BANK, ATLANTA, as Lender By: /s/ J. Christopher Deisley ----------------------------------- Name: J. Christopher Deisley Title: Director By: /s/ Justin Wilde ----------------------------------- Name: Title: S-81 Signature Pages to Amendment No. 3 and Waiver TCW LEVERAGED INCOME TRUST II, L.P., as Lender By: TCW Advisers (Bermuda), Ltd., as General Partner By: /s/ Justin L. Driscoll ----------------------------------- Name: Justin L. Driscoll Title: Senior Vice President By: TCW Investment Management Company, as Investment Adviser By: /s/ Jonathan I. Berg ----------------------------------- Name: Jonathan I. Berg Title: Assistant Vice President S-82 Signature Pages to Amendment No. 3 and Waiver THE BANK OF NEW YORK, as Lender By: /s/ David C. Siegel ----------------------------------- Name: David C. Siegel Title: Vice President S-83 Signature Pages to Amendment No. 3 and Waiver THE TRAVELERS INSURANCE COMPANY, as Lender By: /s/ Allen R. Cantrell ----------------------------------- Name: Allen R. Cantrell Title: Investment Officer S-84 Signature Pages to Amendment No. 3 and Waiver TORONTO DOMINION (NEW YORK), INC., as Lender By: /s/ Jorge A. Garcia ----------------------------------- Name: Jorge A. Garcia Title: Vice President S-85 Signature Pages to Amendment No. 3 and Waiver TORONTO DOMINION (TEXAS), INC., as Lender By: /s/ Alva J. Jones ----------------------------------- Name: Alva J. Jones Title: Vice President S-86 Signature Pages to Amendment No. 3 and Waiver TRAVELERS CORPORATE LOAN FUND, INC., as Lender By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ----------------------------------- Name: Allen R. Cantrell Title: Investment Officer S-87 Signature Pages to Amendment No. 3 and Waiver VAN KAMPEN PRIME RATE INCOME TRUST, as Lender By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------------------- Name: Darvin D. Pierce Title: Vice President S-88 Signature Pages to Amendment No. 3 and Waiver WEBSTER BANK, as Lender By: /s/ Paul T. Savino ----------------------------------- Name: Paul T. Savino Title: Vice President S-89 Signature Pages to Amendment No. 3 and Waiver WINGED FOOT FUNDING TRUST, as Lender By: /s/ Kelly C. Walker ----------------------------------- Name: Kelly C. Walker Title: Authorized Agent S-90 Signature Pages to Amendment No. 3 and Waiver ELC (CAYMAN) LTD., as Lender By: /s/ Joseph H. Towell ----------------------------------- Name: Joseph H. Towell Title: Senior Vice President S-91 Signature Pages to Amendment No. 3 and Waiver ELC (CAYMAN) LTD., 1999-II, as Lender By: /s/ Joseph H. Towell ----------------------------------- Name: Joseph H. Towell Title: Senior Vice President S-92 Signature Pages to Amendment No. 3 and Waiver ELC (CAYMAN) LTD., 1999-III, as Lender By: /s/ Joseph H. Towell ----------------------------------- Name: Joseph H. Towell Title: Senior Vice President S-93 Signature Pages to Amendment No. 3 and Waiver 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 S-94 Signature Pages to Amendment No. 3 and Waiver CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc., its Managing Manager By: /s/ Jonathan D. Sharkey ----------------------------------- Name: Jonathan D. Sharkey Title: Principal S-95 Signature Pages to Amendment No. 3 and Waiver 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 S-96 Signature Pages to Amendment No. 3 and Waiver CYPRESSTREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc., its Managing Manager By: /s/ Jonathan D. Sharkey ----------------------------------- Name: Jonathan D. Sharkey Title: Principal S-97 Signature Pages to Amendment No. 3 and Waiver 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 S-98 Signature Pages to Amendment No. 3 and Waiver LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND, as Lender By: Stein Roe & Farnham Incorporated, as Advisor By: /s/ James R. Fellows ----------------------------------- Name: James R. Fellows Title: Vice President S-99 Signature Pages to Amendment No. 3 and Waiver KZH III LLC, as Lender By: /s/ Susan Lee ----------------------------------- Name: Susan Lee Title: Authorized Agent S-100 Signature Pages to Amendment No. 3 and Waiver GALAXY CLO 1999-1, LTD. By: SAI Investment Advisors Inc., its collateral manager By: /s/ Steven B. Staver ----------------------------------- Name: Steven B. Staver Title: Authorized Agent S-101 Signature Pages to Amendment No. 3 and Waiver STANFIELD CLO, LTD., as Lender By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Gregory L. Smith ----------------------------------- Name: Gregory L. Smith Title: Partner S-102 Signature Pages to Amendment No. 3 and Waiver LONGHORN CDO (CAYMAN) LTD, as Lender By: /s/ Joseph Moroney ----------------------------------- Name: Joseph Moroney Title: Authorized Signatory S-103 Signature Pages to Amendment No. 3 and Waiver INVESCO-AMARA-1 FINANCE, LTD., as Lender By: /s/ Gregory Stoeckle ----------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory S-104 Signature Pages to Amendment No. 3 and Waiver INVESCO-OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD., as Lender By: /s/ Gregory Stoeckle ----------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory S-105 Signature Pages to Amendment No. 3 and Waiver CATALINA CDO LTD. By: Pacific Investment Management Company, as its investment advisor By: /s/ ----------------------------------- Name: Title: S-106
