First Amendment to Credit Agreement among Sybron Dental Management, Inc., Affiliates, and Credit Suisse First Boston

Summary

This amendment updates the original Credit Agreement dated June 6, 2002, between Sybron Dental Management, Inc., its affiliates, and a group of lenders led by Credit Suisse First Boston. The amendment allows Sybron Dental Specialties, Inc. to repurchase or redeem up to $25 million in common stock and senior subordinated notes, provided certain financial conditions are met and no default exists. It also clarifies definitions and other terms. All parties confirm their authority to enter into this amendment and that it does not conflict with other obligations or require additional government approvals.

EX-4.2 3 c74755exv4w2.txt AMENDMENT TO CREDIT AGREEMENT EXHIBIT 4.2 SYBRON DENTAL MANAGEMENT, INC. FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of December 10, 2002 and entered into by and among SYBRON DENTAL MANAGEMENT, INC., a Delaware corporation ("COMPANY"), KERR CORPORATION, a Delaware corporation ("KERR"), ORMCO CORPORATION, a Delaware corporation ("ORMCO"), and PINNACLE PRODUCTS, INC., a Wisconsin corporation ("PINNACLE"; each of Company, Kerr, Ormco and Pinnacle are individually referred to herein as a "DOMESTIC BORROWER" and collectively, on a joint and several basis, as the "DOMESTIC BORROWERS"), HAWE NEOS HOLDING SA, a corporation organized under the laws of Switzerland ("OFFSHORE BORROWER"; Offshore Borrower and each of the Domestic Borrowers are each individually referred to herein as a "Borrower" and collectively, as the "BORROWERS"), SYBRON DENTAL SPECIALTIES, INC., a Delaware corporation ("HOLDINGS"), the financial institutions listed on the signature pages hereof ("LENDERS") and CREDIT SUISSE FIRST BOSTON ("CSFB"), as administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"), and is made with reference to that certain Credit Agreement dated as of June 6, 2002 (the "CREDIT AGREEMENT"), by and among Domestic Borrowers, Offshore Borrower, Holdings, Lenders, LaSalle Bank National Association, as syndication agent, Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, Fleet National Bank and Credit Lyonnais, New York Branch, as co-documentation agents and Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company and Lenders desire to amend the Credit Agreement to (i) allow Holdings to repurchase or redeem, as the case may be, Common Stock and Senior Subordinated Notes for Cash consideration in an aggregate amount not to exceed $25,000,000 and (ii) make certain other amendments as set forth below: NOW, THEREFORE, in consideration of the premises and the agreements provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENTS TO SECTION 1: DEFINITIONS. A. Subsection 1.1 of the credit Agreement is hereby amended by adding thereto the following definitions: "EXCESS AVAILABILITY" means the sum of Revolving Loan Excess Availability plus Offshore Loan Excess Availability. "FIRST AMENDMENT EFFECTIVE DATE" means the date this Amendment to the Credit Agreement became effective in accordance with its terms. "OFFSHORE LOAN EXCESS AVAILABILITY" means the amount, as of any date of determination, by which (a) the Offshore Loan Commitments exceeds (b) the Total Utilization of Offshore Loan Commitments, as determined by Administrative Agent. "REVOLVING LOAN EXCESS AVAILABILITY" means the amount, as of any date of determination, by which (a) the Revolving Loan Commitments exceeds (b) the Total Utilization of Revolving Loan Commitments, as determined by Administrative Agent. 1.2 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS A. Subsection 7.5 of the Credit Agreement is hereby amended by deleting the period at the end of clause (iv) of such subsection and substituting therefore a semicolon and inserting the following clauses (v) and (vi) immediately following such clause (iv): "(v) From and after the First Amendment Effective Date, Holdings may purchase or redeem, as the case may be, Common Stock and/or Senior Subordinated Notes for Cash consideration in an aggregate amount not to exceed $25,000,000 during the term of this Agreement, so long as: (a) no Event of Default or Potential Event of Default has occurred and is continuing or would be caused by any such purchase or redemption; (b) immediately before and after giving effect to such transaction Excess Availability is at least $75,000,000; and (c) the Governing Body of Holdings has determined that any such transaction is for fair market value and in the best interests of Holdings and its Subsidiaries; and (vi) From and after the First Amendment Effective Date, Company and Pinnacle may make Restricted Junior Payments to Holdings to the extent necessary to permit Holdings to purchase or redeem, as the case may be, Common Stock and/or Senior Subordinated Notes to the extent permitted by clause (v) above, so long as (a) no Event of Default or Potential Event of Default has occurred and is continuing or would be caused by any such Restricted Junior Payment, (b) Holdings is permitted to make Restricted Junior Payments as provided for in clause (v) above and (c) Holdings applies the amount of any such Restricted Junior Payment for such purpose." SECTION 2. COMPANY'S REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Holdings and each Borrower jointly and severally represent and warrant to each Lender that the following statements are true, correct and complete: A. CORPORATE POWER AND AUTHORITY. Holdings and each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT"). B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Holdings and each Borrower. C. NO CONFLICT. The execution and delivery by Holdings and each Borrower of this Amendment and the performance by Holdings and each Borrower of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Holdings or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such conflicts, breaches or defaults which could not reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings Company or any of its Subsidiaries, or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be, obtained on or before the First Amendment Effective Date and disclosed in writing to Lenders. D. GOVERNMENTAL CONSENTS. The execution and delivery by Holdings and each Borrower of this Amendment and the performance by Holdings and each Borrower of the Amended Agreement do not and will not require any Governmental Authorization. E. BINDING OBLIGATION. This Amendment has been duly executed and delivered by Holdings and each Borrower and this Amendment and the Amended Agreement are the legally valid and binding obligations of Holdings and each Borrower, enforceable against Holdings and each Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. SECTION 3. MISCELLANEOUS A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Agent or any Lender under, the Credit Agreement or any of the other Loan Documents. B. FEES AND EXPENSES. Holdings and each Borrower acknowledges that all costs, fees and expenses as described in subsection 11.4 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of the Borrowers. C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment shall become effective upon (i) receipt by Administrative Agent from Borrowers of an amendment fee for each Lender that has executed and delivered a counterpart of this Amendment on or prior to December 10,2002, equal to 0.125% of the sum of (x) such Lender's Term Loan Exposure, plus (y) such Lender's Revolving Loan Exposure, plus (z) such Lender's Offshore Loan Exposure, (ii) the execution of a counterpart hereof by Holdings, each Borrower, each other Loan Party and Requisite Lenders and (iii) receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. SECTION 4. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS Each guarantor listed on the signature pages hereof ("GUARANTORS") hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Guarantor under its applicable Guaranty shall not be impaired or affected and the applicable Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. [The remainder of page intentionally left blank.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. COMPANY: SYBRON DENTAL MANAGEMENT, INC. By: /s/ STEPHEN J. TOMASSI ---------------------------------- Name: Stephen J. Tomassi Title: Authorized Representative HOLDINGS: SYBRON DENTAL SPECIALTIES, INC. By: /s/ STEPHEN J. TOMASSI ---------------------------------------- Name: Stephen J. Tomassi Title: Vice President,Secretary and General Counsel OTHER DOMESTIC BORROWERS: KERR CORPORATION By: /s/ STEPHEN J. TOMASSI ---------------------------------------- Name: Stephen J. Tomassi Title: Authorized Representative ORMCO CORPORATION By: /s/ STEPHEN J. TOMASSI ---------------------------------------- Name: Stephen J. Tomassi Title: Authorized Representative PINNACLE PRODUCTS, INC. By: /s/ STEPHEN J. TOMASSI ---------------------------------------- Name: Stephen J. Tomassi Title: Authorized Representative OFFSHORE BORROWER: HAWE NEOS HOLDING SA By: /s/ STEPHEN J. TOMASSI ---------------------------------------- Name: Stephen J. Tomassi Title: Authorized Representative AGENTS AND LENDERS: CREDIT SUISSE FIRST BOSTON, as Administrative Agent By: /s/ KRISTIN LEPRI ---------------------------------------- Name: Kristin Lepri Title: Associate By: /s/ JULIA KINGSBURY ---------------------------------------- Name: Julia Kingsbury Title: Vice President CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH By: /s/ Dana Klein ---------------------------------------- Name: Dana Klein Title: Director By: /s/ Christopher Lally ---------------------------------------- Name: Christopher Lally Title: Vice President LASALLE BANK NATIONAL ASSOCIATION, individually and as a Syndication Agent By: /s/ LORA BACKOFEN ---------------------------------------- Name: Lora B. Backofen Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH, individually and as a Co-Documentation Agent By: /s/ CHARLES HEIDELECK --------------------------------------- Name: Charles Heideleck Title: Senior Vice President BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, individually and as a Co-Documentation Agent By: /s/ SHINICHIRO MUNECHIKA --------------------------------------- Name: Shinichiro Munechika Title: Deputy General Manager FLEET NATIONAL BANK, individually and as a Co-Documentation Agent By: /s/ GORDON B. COUGHLIN --------------------------------------- Name: Gordon B. Coughlin Title: Vice President Notice Address: 100 Federal Street Boston, MA 02110 Attention: Bart Coughlin Telefacsimile: (617) 434-2472 NATIONAL CITY BANK By: /s/ TOM GURBACH --------------------------------------- Name: Tom Gurbach Title: Vice President WEBSTER BANK By: /s/ GAIL BRUHN --------------------------------------- Name: Gail Bruhn Title: Vice President ALLIED IRISH BANKS PLC. By: /s/ RIMA TERRADISTA/JOHN FARRACE --------------------------------------- Name: Rima Terradista/John Farrace Title: Senior Vice Presidents ABBEY NATIONAL TREASURY SERVICES PLC (U.S. BRANCH) By: /s/ BARRIE WILLIAMS ---------------------------------------- Name: Barrie Williams Title: Senior Manager ORIX FINANCIAL SERVICES, INC. By: /s/ LISA NOWAKOWSKI ---------------------------------------- Name: Lisa Nowakowski Title: Vice President THE BANK OF NEW YORK By: /s/ MICHAEL V. FLANNERY ---------------------------------------- Name: Michael V. Flannery Title: Vice-President COMERICA WEST INCORPORATED By: /s/ ELISE M. WALKER ---------------------------------------- Name: Elise M. Walker Title: Assistant Vice-President Addison CDO, Limited (#1279) By: Pacific Investment Management Company, LLC, as its Investment Advisor By: /s/ MOHAN V. PHANSALKER ---------------------------------------- Name: Mohan V. Phansalker Title: Executive Vice President Intercontinental CDO, S.A.(#1284) By: Pacific Investment Management Company, LLC, as its Investment Advisor By: /s/ MOHAN V. PHANSALKER ---------------------------------------- Name: Mohan V. Phansalker Title: Executive Vice President Wrigley CDO, Limited (#1285) By: Pacific Investment Management Company, LLC, as its Investment Advisor By: /s/ MOHAN V. PHANSALKER ---------------------------------------- Name: Mohan V. Phansalker Title: Executive Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited as Term Lender By: /s/ DIANE J.EXTER ---------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager The Sumitomo Trust & Banking Co., Ltd New York Branch By: /s/ ELIZABETH A. QUIRK ---------------------------------------- Name: Elizabeth A. Quirk Title: Vice President Avalon Capital Ltd. By: INVESCO Senior Secured Management, Inc. As Pportfolio Advisor By: /s/ THOMAS H.B. EWALD ---------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory Saratoga CLO I, Limited By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ THOMAS H.B> EWALD ---------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory MIZUHO Corporate Bank, LTD By: /s/ MASAHITO FUKUDA ---------------------------------------- Name: Masahito Fukuda Title: Sr. Vice President & Group Head Natexis Banques Populaires By: /s/ FRANK H. MADDEN, JR. ---------------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manger By: /s/ JOSEPH A. MILLER ---------------------------------------- Name: Joseph A. Miller Title: Associate BRYN MAWR CLO, LTD By: Deerfield Capital Management LLC as its Collateral Manger By: /s/ DAN HATTORI ---------------------------------------- Name: Dan Hattori Title: Sr. Vice President Jupiter Loan Funding LLC By: /s/ DIANA L. MUSHILL ---------------------------------------- Name: Diana L. Mushill Title: Asst. Vice President PPM Spyglass Funding Trust By: /s/ DIANA L. MUSHILL ---------------------------------------- Name: Diana L. Mushill Title: Asst. Vice President PPM Shadow Creek Funding LLC By: /s/ DIANA L. MUSHILL ---------------------------------------- Name: Diana L. Mushill Title: Asst. Vice President Harbour Town Funding LLC By: /s/ DIANA L. MUSHILL ---------------------------------------- Name: Diana L. Mushill Title: Asst. Vice President Forest Creek CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ DAN HATTORI ---------------------------------------- Name: Dan Hattori Title: Senior Vice President Senior Debt Portfolio By: Boston Management and Research as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Eaton Vance Senior Income Trust By: Eaton Vance Management Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Grayson & Co. By: Boston Management and Research as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Eaton Vance Institutional Senior Loan Fund By: Eaton Vance Management Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Oxford Strategic Income Fund By: Eaton Vance Management Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Eaton Vance CDO III, LTD By: Eaton Vance Management Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Eaton Vance CDO IV, LTD By: Eaton Vance Management Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Constantine Eaton Vance CDO V, LTD By: Eaton Vance Management Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Big Sky Senior Loan Fund, LTD By: Eaton Vance Management Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------------- Name: Payson F. Swaffield Title: Vice President Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund By: /s/ FRANCIS V. KNOX, JR. ---------------------------------------- Name: Francis V.Knox Title: Assistant Treasurer Rosemont CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ DAN HATTORI ---------------------------------------- Name: Dan Hattori Title: Senior Vice President Sequils-Cumberland I, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ DAN HATTORI ---------------------------------------- Name: Dan Hattori Title: Senior Vice President Apex (IDM) CDO I. Ltd. By: David L. Babson & Company Inc., as its Collateral Manager By: /s/ JOHN STELWAGON ---------------------------------------- Name: John Stelwagon Title: Managing Director Tryon CLO Ltd. -2000-I By: David L. Babson & Company Inc., as its Collateral Manager By: /s/ JOHN STELWAGON ---------------------------------------- Name: John Stelwagon Title: Managing Director ELC (Cayman) Ltd. 1999-III By: David L. Babson & Company Inc., as its Collateral Manager By: /s/ JOHN STELWAGON ---------------------------------------- Name: John Stelwagon Title: Managing Director Sierra CLO I By: /s/ JOHN M. CASPARIAN ---------------------------------------- Name: John M. Casparian Title: Chief Operating Officer Centre Pacific LLC, Manager Hanover Square CLO Ltd. By: Blackstone Debt Advisors L.P. as Collateral Manager By: /s/ DEAN T. CRIARES ---------------------------------------- Name: Dean T. Criares Title: Managing Director Venture II CDO 2002, Limited By: its Investment advisor, Barclays Bank PLC, New York Branch By: /s/ MARIA P. CRUZ ---------------------------------------- Name: Maria P. Cruz Title: Manager Bank of Montreal By: /s/ S. VALIA ---------------------------------------- Name: S. Valia Title: MD Olympic Funding Trust, Series 1999-1 By: /s/ DIANA L. MUSHILL ---------------------------------------- Name: Diana L. Mushill Title: Authorized Agent Winged Foot Funding Trust By: /s/ DIANA L. MUSHILL ---------------------------------------- Name: Diana L. Mushill Title: Authorized Agent Ares VI CLO Ltd. By: Ares CLO Management VI, L.P., Investment Manager By: Ares CLO GP VI, LLC, Its Managing Memeber By: /s/ JEFF MOORE ---------------------------------------- Name: Jeff Moore Title: Vice President NOVA CDO 2001, LTD. By: /s/ DAVID MAHON ---------------------------------------- Name: David Mahon Title: Vice President Centurion CDO II, Ltd. By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ LEANNE STAVRAKIS ---------------------------------------- Name: Leanne Stavrakis Title: Director - Operations Centurion CDO VI, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ LEANNE STAVRAKIS ---------------------------------------- Name: Leanne Stavrakis Title: Director - Operations AIB Debt Managemetn LTD By: /s/ RIMA TERRADISTA ---------------------------------------- Name: Rima Terradista Title: Vice President Sequilis - Centurion V, Ltd. By: American Express Asset Management Group Inc. as Collateral Manager By: /s/ LEANNE STRAVRAKIS ---------------------------------------- Name: Leanne Stravrakis Title: Director - Operations C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: /s/ G. STEVEN KALIN ---------------------------------------- Name: G. Steven Kalin Title: Vice President ELF Funding Trust III By: New York Life Investment Management, LLC, as attorney-in-fact By: /s/ F. David Melka ---------------------------------------- Name: F. David Melka Title: Vice President Octagon Investment Partners III, Ltd. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ ANDREW D. GORDON ---------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager General Electric Capital Corporation By: /s/ W. JEROME MCDERMOTT ---------------------------------------- Name: W. Jerome McDermott Title: Duly Authorized Signatory IKB Capital Corporation By: /s/ DAVID SNYDER ---------------------------------------- Name: David Snyder Title: President INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ PAUL O. TRAVERS ---------------------------------------- Name: Paul O. Travers Title: Managing Director NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investing Manager By: /s/ HELEN Y. RHEE ---------------------------------------- Name: Helen Y. Rhee Title: Senior Vice President Portfolio Manager ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ HELEN Y. RHEE ---------------------------------------- Name: Helen Y. Rhee Title: Senior Vice President Portfolio Manager ING PRIME RATE TRUST By: ING Investments, LLC, as Investment Manager By: /s/ JEFFREY A. BAKALAR ---------------------------------------- Name: Jeffrey A. Bakalar Title: Senior Vice President PILGRIM CLO 1999-I LTD. By: ING Investments, LLC, as Investment Manager By: /s/ JEFFREY A. BAKALAR ---------------------------------------- Name: Jeffrey A. Bakalar Title: Senior Vice President AVALON CAPITAL LTD.2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ THOMAS H.B. EWALD ---------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory SEQUILIS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ THOMAS H.B. EWALD ---------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ THOMAS H.B. EWALD ---------------------------------------- Name: Thomas H.B. Ewald Title: Authorized Signatory