Amendment No. 4 to Amended and Restated Credit Agreement among Superior Telecommunications Inc., Essex Group Inc., Guarantors, Lenders, and Agents

Summary

This amendment updates the terms of a credit agreement between Superior Telecommunications Inc., Essex Group Inc., their guarantors, and a group of lenders and agents. The changes adjust financial covenants, including minimum EBITDA, interest coverage, and leverage ratios, as well as definitions related to loan interest margins and discounts. The amendment is effective as of September 30, 2000, and requires the consent of the required lenders. The main goal is to provide the borrowers with more flexible financial terms under the existing credit facility.

EX-10.2 3 a2030661zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 AMENDMENT NUMBER FOUR, dated as of September 30, 2000 (the "AMENDMENT"), to the Amended and Restated Credit Agreement dated as of November 27, 1998, as previously amended, modified and supplemented and as last amended by Amendment No. 3 and Waiver, dated as of March 13, 2000 (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 have requested the Lenders to adjust certain negative covenants in Section 8; 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 WHEREAS, the consent of the Required Lenders is necessary to effect this Amendment; 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: SECTION ONE - AMENDMENT The Credit Agreement is amended as hereinafter provided in this Section One, effective as of September 30, 2000 (the "AMENDMENT EFFECTIVE DATE"). -2- 1.1. AMENDMENTS TO SECTION 8 (NEGATIVE COVENANTS) OF THE CREDIT AGREEMENT (a) 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:

(b) Section 8.10 shall be amended by deleting the text thereof in its entirety and replacing it with the following: "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:

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(c) 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:

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" (d) For the purposes of determining compliance with the covenants contained in Sections 8.09, 8.10 and 8.11, in order to calculate Consolidated Net Income, any deduction therefrom for expenses incurred and accounted for by the Company on or before June 30, 2001 associated with the disposition, wind-up and/or restructuring of assets and operations related to the automotive wire business based at the Company's Orleans, Indiana plant (up to an aggregate maximum amount of $2.5 million) shall be added back to the calculation. 1.2. AMENDMENTS TO SECTION 10 (DEFINITIONS) OF THE CREDIT AGREEMENT (a) The definition of "Applicable Base Rate Margin" shall be amended by deleting the text thereof in its entirety and replacing it with the following: "'Applicable Base Rate Margin' shall mean (i) in the case of each of the Revolving Loans and Tranche A Term Loans, a percentage per annum equal to 2.25% and (ii) in the case of Tranche B Term Loans, a percentage per annum equal to 3.00%; provided that the percentages set forth above shall be adjusted by the applicable Interest Reduction Discount." (b) The definition of "Applicable Euro Rate Margin" shall be amended by deleting the text thereof in its entirety and replacing it with the following: "'Applicable Euro Rate Margin' shall mean (i) in the case of each of the Revolving Loans and Tranche A Term Loans, a percentage per annum equal to 3.25% and (ii) in the case of Tranche B Term Loans, a percentage per annum equal to 4.00%; PROVIDED that the percentages set forth above shall be adjusted by the applicable Interest Reduction Discount." (c) The definition of "Interest Reduction Discount" shall be amended by deleting the text thereof in its entirety and replacing it with the following: -5- "'Interest Reduction Discount' shall mean zero; PROVIDED that from and after the first day of any Margin Reduction Period (the "Start Date") to and including the last day of such Margin Reduction Period (the "End Date"), the Interest Reduction Discount shall be the respective percentage PER ANNUM set forth in clause (A), (B), (C), (D) or (E) below if, but only if, as of the last day of the immediately preceding fiscal quarter or fiscal year of the Company preceding such Start Date (the "Test Date"), the applicable conditions set forth in clause (A), (B), (C), (D) or (E) below, as the case may be, are met: (A) for Revolving Loans, Tranche A Term Loans and Tranche B Term Loans, .25% if, but only if, as of the Test Date immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall be less than 5.00:1.0 and none of the conditions set forth in clause (B), (C), (D) or (E) below, as the case may be, are satisfied; (B) for Revolving Loans and Tranche A Term Loans only, .50% if, but only if, as of the Test Date immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall be less than 4.00:1.0 and none of the conditions set forth in clause (C), (D) or (E) below, as the case may be, are satisfied; (C) for Revolving Loans and Tranche A Term Loans only, .75% if, but only if, as of the Test Date immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall be less than 3.50:1.0 and the condition set forth in clause (D) or (E) below is not satisfied; (D) for Revolving Loans and Tranche A Term Loans only, 1.0% if, but only if, as of the Test Date immediately prior to such Start Date the Pro Forma Leverage Ratio for the Test Period ended on such Test Date shall be less than 3.00:1.0 and the condition set forth in clause (E) below is not satisfied; or (E) for Revolving Loans and Tranche A Term Loans only, 1.25% if, but only if, as of the Test Date immediately prior to such Start Date the Pro Forma Leverage Ra- -6- tio for the Test Period ended on such Test Date shall be less than or equal to 2.50:1.0. Notwithstanding anything to the contrary contained above in this definition, the Interest Reduction Discount shall be zero at any time when a Default or an Event of Default shall exist." 1.3. AMENDMENTS TO SECTION 12 (MISCELLANEOUS) OF THE CREDIT AGREEMENT (a) Section 12.04(b) of the Credit Agreement shall be amended by deleting the text thereof in its entirety and replacing it with the following: "(b) Notwithstanding the foregoing, any Lender (or any Lender together with one or more other Lenders) may (x) assign all or a portion of its Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Revolving Loan Commitment and/or BTCo's commitment to make Swingline Loans (and related outstanding Obligations hereunder) to any Affiliate of such Lender which is at least 50% owned by such Lender or its parent company or to one or more Lenders or (y) assign all, or if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender or assigning Lenders, of such Commitment (and related outstanding Obligations hereunder)(except, in the case of Tranche B Term Loan Commitments (and related outstanding Obligations hereunder), where such dollar amount shall be $2,500,000) to one or more Eligible Transferees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement; PROVIDED that (i) at such time Annex I shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders, (ii) upon surrender of the old Notes, new Notes will be issued, at the Company's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised Commitments, (iii) the consent of the Administrative Agent, which consent shall not be unreasonably withheld, shall be required in connection with any such assignment pursuant to clause (y) of this Section 12.04(b) and (iv) the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment fee of $3,500; and PROVIDED, FURTHER, -7- that such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register pursuant to Section 7.12. To the extent of any assignment pursuant to this Section 12.04(b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. At the time of each assignment pursuant to this Section 12.04(b) to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Company and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a Section 4.04(b)(ii) Certificate) described in Section 4.04(b)." (b) A new section 12.04(d) shall be added as follows: "(d) Any Lender that is a fund that invests in bank loans may pledge all or any portion of its rights in connection with this Agreement to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that any foreclosure or other exercise of remedies by such trustee shall be subject to the provisions of this section regarding assignments in all respects. No pledge described in the immediately preceding clause shall release such Lender from its obligations hereunder." SECTION TWO - CONDITIONS TO EFFECTIVENESS (a) This Amendment shall become effective as of the Amendment Effective Date when, and only when, the Administrative Agent shall have received (i) counterparts of this Amendment 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 (ii) a one-time cash fee for each Lender that executes and delivers a signature page to this Amendment not later than the close of business (New York time) on October 13, 2000 equal to 0.25% 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. -8- (b) The effectiveness of this Amendment (other than this Section Two) is further conditioned upon the accuracy of the representations and warranties set forth in Section Three hereof. SECTION THREE - REPRESENTATIONS AND WARRANTIES The Parent and the Company hereby confirm, reaffirm and restate 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 representations 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 has taken all corporate actions necessary to authorize the execution, delivery and performance of this Amendment; (b) No Default or Event of Default has occurred and 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; (d) This Amendment 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 ac- -9- cordance 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 will not violate (i) any provision of 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 FOUR - 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 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 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 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. All terms, provisions, covenants, representations, warranties, agreements and conditions -10- contained in the Credit Agreement, as amended hereby, shall remain in full force and effect. Signature Pages to Amendment No. 4 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 Signature Pages to Amendment No. 4 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 Signature Pages to Amendment No. 4 ESSEX GROUP, INC., as Borrower and Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer ESSEX INTERNATIONAL INC., as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer Signature Pages to Amendment No. 4 ACTIVE INDUSTRIES, INC., as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer DIAMOND WIRE & CABLE CO., as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer ESSEX GROUP, INC., as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer ESSEX GROUP MEXICO INC., as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer ESSEX MEXICO HOLDINGS, L.L.C., as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Signature Pages to Amendment No. 4 Title: Vice President & Treasurer Signature Pages to Amendment No. 4 ESSEX SERVICES, INC., as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer ESSEX TECHNOLOGY, INC., as Guarantor By: /s/ Douglas L. Pett ----------------------------------------- Name: Douglas L. Pett Title: President ESSEX WIRE CORPORATION, as Guarantor By: /s/ David A. Owen ----------------------------------------- Name: David A. Owen Title: Vice President & Treasurer Signature Pages to Amendment No. 4 BANKERS TRUST COMPANY, as Administrative Agent By: /s/ June C. George ----------------------------------------- Name: June C. George Title: Director Signature Pages to Amendment No. 4 FLEET NATIONAL BANK, as Syndication Agent By: /s/ Howard J. Diamond ----------------------------------------- Name: Howard J. Diamond Title: Vice President Signature Pages to Amendment No. 4 MERRILL LYNCH & CO., as Documentation Agent By: /s/ ----------------------------------------- Name: Title: Signature Pages to Amendment No. 4 BANKERS TRUST COMPANY, as Lender By: /s/ June C. George ----------------------------------------- Name: June C. George Title: Director Signature Pages to Amendment No. 4 ABN AMRO BANK N.V., as Lender By: /s/ Thomas M. Toerpe ----------------------------------------- Name: Thomas M. Toerpe Title: Group Vice President By: /s/ Mary L. Honda ----------------------------------------- Name: Mary L. Honda Title: Group Vice President Signature Pages to Amendment No. 4 ALLSTATE LIFE INSURANCE COMPANY, as Lender By: /s/ ----------------------------------------- Name: Title: By: /s/ ----------------------------------------- Name: Title: Signature Pages to Amendment No. 4 AMARA-I FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Sub- Advisor By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory Signature Pages to Amendment No. 4 AMARA-2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Sub- Advisor By: /s/ Gregory Stoeckle -------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Pages to Amendment No. 4 ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Michael D. Hatley ---------------------------------- Name: Michael D. Hatley Title: Managing Director Signature Pages to Amendment No. 4 ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Michael D. Hatley ---------------------------------- Name: Michael D. Hatley Title: Managing Director Signature Pages to Amendment No. 4 ATHENA CDO, LIMITED, as Lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar -------------------------------- Mohan V. Phansalkar Senior Vice President Signature Pages to Amendment No. 4 AVALON CAPITAL, LTD. 2 By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor By: /s/ Gregory Stoeckle ------------------------------------ Name: Gregory Stoeckle Title: Authorized Signatory Signature Pages to Amendment No. 4 Banco Espirito Santo S.A., Nassau Branch By: /s/ Andrew M. Orsen ----------------------------------------- Name: Andrew M. Orsen Title: Vice President By: /s/ Terry R. Hull ----------------------------------------- Name: Terry R. Hull Title: Senior Vice President Signature Pages to Amendment No. 4 BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as Lender By: ----------------------------------------- Name: Title: By: ----------------------------------------- Name: Title: Signature Pages to Amendment No. 4 BANK LEUMI USA, as Lender By: /s/ Joung Hee Hong ----------------------------------------- Name: Joung Hee Hong Title: Vice President Signature Pages to Amendment No. 4 THE BANK OF AMERICA, N.A., as Lender By: /s/ Steve A. Aronowitz ----------------------------------------- Name: Steve A. Aronowitz Title: Managing Director Signature Pages to Amendment No. 4 THE BANK OF NEW YORK., as Lender By: /s/ David C. Siegel ----------------------------------------- Name: David C. Siegel Title: Vice President Signature Pages to Amendment No. 4 THE BANK OF NOVA SCOTIA, as Lender By: /s/ William E. Zarrett ----------------------------------------- Name: William E. Zarrett Title: Managing Director Signature Pages to Amendment No. 4 BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as Lender By: /s/ Karen Brinkman ----------------------------------------- Name: Karen Brinkman Title: Vice President Signature Pages to Amendment No. 4 BANK POLSKA KASA OPIEKI, S.A., as Lender By: /s/ Barry W. Henry ----------------------------------------- Name: Barry W. Henry Title: Vice President Signature Pages to Amendment No. 4 BEDFORD CDO, LIMITED, as Lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Mohan V. Phansalkar Senior Vice President Signature Pages to Amendment No. 4 BLACKROCK FINANCIAL MANAGEMENT/BLACKROCK SENIOR LOAN FUND, as Lender By: ----------------------------------------- Name: Title: Signature Pages to Amendment No. 4 BNP PARIBAS, as Lender By /s/ Stephanie Rogers ----------------------------------------- Name: Stephanie Rogers Title: Vice President By /s/ Duane Helkowski ----------------------------------------- Name: Duane Helkowski Title: Vice President Signature Pages to Amendment No. 4 CAPTIVA III Finance Ltd., as Lender, as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director Signature Pages to Amendment No. 4 CAPTIVA IV Finance Ltd., as Lender as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director Signature Pages to Amendment No. 4 CATALINA CDO, Ltd., as Lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------- Name: Mohan V. Phansalkar Title: Senior Vice President Signature Pages to Amendment No. 4 CERES II FINANCE LTD. By: INVESCO Senior Secured Management Inc., as Sub- Managing Agent (Financial) By: /s/ Gregory Stoeckle -------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Pages to Amendment No. 4 CHANG HWA COMMERCIAL BANK LTD, as Lender By: /s/ Wan-Tu Yeh ------------------------ Name: Wan-Tu Yeh Title: Senior Vice President & General Manager Signature Pages to Amendment No. 4 CHIAO TUNG BANK CO., LTD, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 Crescent/Mach I Partners, L.P. By: TCW Asset Management Company, its Investment Manager By: /s/ Mark L. Gold ------------------------ Name: Mark L. Gold Title: Managing Director Signature Pages to Amendment No. 4 CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company, Inc. as Portfolio Manager as Lender By: /s/ Jonathan D. Sharkey ------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member as Lender By: /s/ Jonathan D. Sharkey ------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Director as Lender By: /s/ Jonathan D. Sharkey ------------------------- Name: Jonathan D. Sharkey Title: Principal Signature Pages to Amendment No. 4 CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC. As: Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager as Lender By: /s/ Jonathan D. Sharkey ------------------------- Name: Jonathan D. Sharkey Title: Principal Signature Pages to Amendment No. 4 DAI-ICHI KANGYO BANK, LIMITED, as Lender By: /s/ Christopher Fahey ------------------------- Name: Christopher Fahey Title: Vice President Signature Pages to Amendment No. 4 DELANO COMPANY, as Lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------- Mohan V. Phansalkar Senior Vice President Signature Pages to Amendment No. 4 EATON VANCE CDO III, LTD. as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ------------------------- Name: Scott H. Page Title: Vice President Signature Pages to Amendment No. 4 EATON VANCE SENIOR INCOME TRUST, as Lender By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ------------------------- Name: Scott H. Page Title: Vice President Signature Pages to Amendment No. 4 ELC (CAYMAN) LTD., 1999-II, as Lender By: /s/ Amos N. Beason ------------------------- Name: Amos N. Beason Title: Director Signature Pages to Amendment No. 4 ELC (CAYMAN) LTD., 2000-I as Lender By: /s/ Amos N. Beason ------------------------- Name: Amos N. Beason Title: Director Signature Pages to Amendment No. 4 ELC (CAYMAN) LTD., as Lender By: /s/ Amos N. Beason ------------------------- Name: Amos N. Beason Title: Director Signature Pages to Amendment No. 4 ERSTE BANK DE OESTERREICHISCHEN SPARKASSEN AG, as Lender By: /s/ John Fay ------------------------- Name: John Fay Title: Assistant Vice President Erste Bank New York Branch By: /s/ John S. Runnion ------------------------- Name: John S. Runnion Title: First Vice President Erste Bank New York Branch Signature Pages to Amendment No. 4 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 FIRST UNION NATIONAL BANK, as Lender By: /s/ Jorge A. Gonzalez ------------------------- Name: Jorge A. Gonzalez Title: Senior Vice President Signature Pages to Amendment No. 4 FLEET NATIONAL BANK, as Lender By: /s/ Howard J. Diamond ------------------------- Name: Howard J. Diamond Title: Vice President Signature Pages to Amendment No. 4 FRANKLIN FLOAT RATE TRUST, as Lender By: /s/ Chauncey Lufkin ------------------------- Name: Chauncey Lufkin Title: Vice President Signature Pages to Amendment No. 4 FRANKLIN FLOATING RATE MASTER SERIES, as Lender By: /s/ Chauncey Lufkin ------------------------- Name: Chauncey Lufkin Title: Vice President Signature Pages to Amendment No. 4 FUJI BANK, LIMITED, as Lender By: /s/ Nobuoki Koike ------------------------- Name: Nobuoki Koike Title: Vice President & Senior Team Leader Signature Pages to Amendment No. 4 GALAXY CLO 1999-1, LTD., as Lender By SAI Investment Advisors Inc., its collateral manager By: /s/ Thomas G. Brandt -------------------------- Name: Thomas G. Brandt Title: Authorized Agent Signature Pages to Amendment No. 4 GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: /s/ Gregory Hong ------------------------- Name: Gregory Hong Title: Duly Authorized Signatory Signature Pages to Amendment No. 4 State Street Bank & Trust Company, As Trustee For General Motors Employees Global Group Pension Trust, as Lender By: /s/ Michael Connors ------------------------- Name: Michael Connors Title: Assistant Vice President State Street Bank and Trust Company Signature Pages to Amendment No. 4 State Street Bank & Trust Company, As Trustee For General Motors Welfare Benefits Trust, as Lender By: /s/ Michael Connors ------------------------- Name: Michael Connors Title: Assistant Vice President State Street Bank and Trust Company Signature Pages to Amendment No. 4 INCOME STRATEGIES PORTFOLIO, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 INDOSUEZ CAPITAL FUNDING IIA LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Lee M. Shaiman ------------------------- Name: Lee M. Shaiman Title: First Vice President Signature Pages to Amendment No. 4 INDOSUEZ CAPITAL FUNDING III LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Lee M. Shaiman ------------------------- Name: Lee M. Shaiman Title: First Vice President Signature Pages to Amendment No. 4 INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital, as Portfolio Advisor By: /s/ Lee M. Shaiman ------------------------- Name: Lee M. Shaiman Title: First Vice President Signature Pages to Amendment No. 4 ING (U.S.) CAPITAL LLC FKA INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION), as Lender By: /s/ Robert L. Fellows ------------------------- Name: Robert L. Fellows Title: Director Signature Pages to Amendment No. 4 JACKSON NATIONAL LIFE INSURANCE COMPANY, as Lender By: /s/ David C. Wagner -------------------------- Name: David C. Wagner Title: Vice President By: PPM America, Inc., as Attorney-in-fact, on behalf of Jackson National Life Insurance Company Signature Pages to Amendment No. 4 J/Z CBO (Delaware), LLC By: J/Z CBO Corp., its General Member By: /s/ ------------------------- Name: Title: Signature Pages to Amendment No. 4 KEMPER FLOATING RATE FUND, as Lender By: /s/ Kelly D. Babson ------------------------- Name: Kelly D. Babson Title: Managing Director Signature Pages to Amendment No. 4 KEYPORT LIFE INSURANCE COMPANY, as Lender By: /s/ Brian W. Good ------------------------- Name: Brian W. Good Title: Senior Vice President & Portfolio Manager Signature Pages to Amendment No. 4 KZH CNC LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH CRESCENT LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH CRESCENT-2 LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH CRESCENT-3 LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH CYPRESSTREE-1, LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH ING-2 LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH ING-3 LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH LANGDALE LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH PONDVIEW LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH RIVERSIDE LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH SOLEIL LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH SOLEIL-2 LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH STERLING LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 KZH WATERSIDE LLC, as Lender By: /s/ Susan Lee ------------------------- Name: Susan Lee Title: Authorized Agent Signature Pages to Amendment No. 4 Longhorn CDO (Cayman) LTD By: Merrill Lynch Investment Managers, L.P., as Investment Advisor By: /s/ Joseph Moroney ------------------------- Name: Joseph Moroney Title: Authorized Signatory Signature Pages to Amendment No. 4 MAGNETITE ASSET INVESTORS LLC, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 MAGNETITE-CBO II, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as Lender By: David L. Babson & Company Inc. as Investment Advisor By: /s/ ------------------------- Name: Title: Signature Pages to Amendment No. 4 MELLON BANK, N.A., as Lender By: /s/ Edward L. McGrath ------------------------- Name: Edward L. McGrath Title: First Vice President Signature Pages to Amendment No. 4 MERRILL LYNCH CAPITAL CORPORATION, as Lender By: /s/ Carol J.E. Feeley ------------------------- Name: Carol J.E. Feeley Title: Vice President Merrill Lynch Capital Corp. Signature Pages to Amendment No. 4 MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Joseph Moroney ------------------------- Name: Joseph Moroney Title: Authorized Signatory Signature Pages to Amendment No. 4 MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Investment managers, L.P. as Investment Advisor By: /s/ Joseph Moroney ------------------------- Name: Joseph Moroney Title: Authorized Signatory Signature Pages to Amendment No. 4 MERRILL LYNCH SENIOR FLOATING RATE FUND, INC., as Lender By: /s/ Joseph Moroney ------------------------- Name: Joseph Moroney Title: Authorized Signatory Signature Pages to Amendment No. 4 MASTER SENIOR FLOATING RATE TRUST By: /s/ Joseph Moroney -------------------------- Name: Joseph Moroney Title: Authorized Signatory Signature Pages to Amendment No. 4 MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Joseph Moroney -------------------------- Name: Joseph Moroney Title: Authorized Signatory Signature Pages to Amendment No. 4 MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 TORONTO DOMINION (TEXAS), INC., as Lender By: /s/ Lynn Chasin ------------------------- Name: Lynn Chasin Title: Vice President Signature Pages to Amendment No. 4 TRUST COMPANY OF THE WEST/TCW JZ CBO DELAWARE LLC., as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------- Name: Darvin D. Pierce Title: Vice President Signature Pages to Amendment No. 4 VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------- Name: Darvin D. Pierce Title: Vice President Signature Pages to Amendment No. 4 VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------- Name: Darvin D. Pierce Title: Vice President Signature Pages to Amendment No. 4 WEBSTER BANK, as Lender By: /s/ Paul T. Savino ------------------------- Name: Paul T. Savino Title: Vice President Signature Pages to Amendment No. 4 WINGED FOOT FUNDING TRUST, as Lender By: /s/ Ann E. Morris ------------------------- Name: Ann E. Morris Title: Authorized Agent Signature Pages to Amendment No. 4 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC., as Lender By: /s/ Carol J.E. Feeley ------------------------- Name: Carol J.E. Feeley Title: Director Signature Pages to Amendment No. 4 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 MOUNTAIN CAPITAL CLO 1, LTD., as Lender By: /s/ Darren P. Riley ------------------------- Name: Darren P. Riley Title: Director Signature Pages to Amendment No. 4 NATEXIS BANQUE POPULAIRES, as Lender By: ------------------------- Name: Title: SVP By: /s/ Gary Kania ------------------------- Name: Gary Kania Title: Vice President Signature Pages to Amendment No. 4 NATIONAL CITY BANK, CLEVELAND, as Lender By: /s/ Lisa B. Lisi ------------------------- Name: Lisa B. Lisi Title: Senior Vice President Signature Pages to Amendment No. 4 NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Michael D. Hatley ------------------------- Name: Michael D. Hatley Title: Managing Director Signature Pages to Amendment No. 4 NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager, as Lender By: /s/ Jonathan D. Sharkey ------------------------- Name: Jonathan D. Sharkey Title: Principal Signature Pages to Amendment No. 4 NORTHWOODS CAPITAL, LIMITED, as Lender By: Angelo Gordon Co., L.P., as Collateral _________ By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 NUVEEN FLOATING RATE FUND, as Lender By: /s/ ------------------------- Name: Title: Signature Pages to Amendment No. 4 OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Advisor By: /s/ Gregory Stoeckle ------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Signature Pages to Amendment No. 4 OLYMPIC FUNDING TRUST SERIES 1999-1, as Lender By: /s/ Ann E. Morris ------------------------- Name: Ann E. Morris Title: Authorized Agent Signature Pages to Amendment No. 4 ORIX USA CORPORATION, as Lender By: /s/ Hiro Miyauchi ------------------------- Name: Hiro Miyauchi Title: Executive Vice President Signature Pages to Amendment No. 4 Name of Institution: OSPREY INVESTMENTS PORTFOLIO By: Citibank, N.A., as Manager By: /s/ Daniel Slotkin ------------------------- Name: Daniel Slotkin Title: Vice President Signature Pages to Amendment No. 4 OXFORD STRATEGIC INCOME FUND, as Lender By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ------------------------- Name: Scott H. Page Title: Vice President Signature Pages to Amendment No. 4 PRIME INCOME TRUST, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 ROYALTON COMPANY, as Lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------- Name: Mohan V. Phansalkar Title: Senior Vice President Signature Pages to Amendment No. 4 SENIOR DEBT PORTFOLIO, as Lender By: Boston Management and Research, as Investment Advisor By: /s/ Scott H. Page ------------------------- Name: Scott H. Page Title: Vice President Signature Pages to Amendment No. 4 SUQUILS-ING 1 (HBDGM0), LTD., as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 SEQUILS I, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold ------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ------------------------- Name: Jonathan I. Berg Title: Assistant Vice President Signature Pages to Amendment No. 4 SEQUILS IV, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold ------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ------------------------- Name: Jonathan I. Berg Title: Assistant Vice President Signature Pages to Amendment No. 4 SOMERS CDO, LIMITED, as Lender By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 SRF TRADING, INC., as Lender By: /s/ Ann E. Morris ------------------------- Name: Ann E. Morris Title: Assistant Vice President Signature Pages to Amendment No. 4 STANFIELD CLO LTD., as Lender By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ------------------------- Name: Christopher A. Bondy Title: Partner Signature Pages to Amendment No. 4 TRUST COMPANY OF THE WEST/TCW JZ CBO DELAWARE LLC, as Lender By: ------------------------- Name: Title: Signature Pages to Amendment No. 4 VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------- Name: Darvin D. Pierce, Title: Vice President Signature Pages to Amendment No. 4 VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------- Name: Darvin D. Pierce Title: Vice President Signature Pages to Amendment No. 4 VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ------------------------- Name: Darvin D. Pierce Title: Vice President Signature Pages to Amendment No. 4 WEBSTER BANK, as Lender By: /s/ Paul T. Savino ------------------------- Name: Paul T. Savino Title: Vice President Signature Pages to Amendment No. 4 WINGED FOOT FUNDING TRUST, as Lender By: /s/ Ann E. Morris ------------------------- Name: Ann E. Morris Title: Authorized Agent