Sixth Amendment to Revolving Credit Term Loan & Guaranty Agreement

EX-10.25 2 k05975exv10w25.txt SIXTH AMENDMENT TO REVOLVING CREDIT TERM LOAN & GUARANTY AGREEMENT EXHIBIT 10.25 COMPOSITE CONFORMED VERSION SIXTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT SIXTH AMENDMENT, dated as of February 15, 2006 (the "Amendment"), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of February 2, 2005, among R.J. TOWER CORPORATION, a Michigan corporation (the "Borrower"), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware corporation and the parent company of the Borrower (the "Parent"), and the subsidiaries of the Borrower signatory hereto (together with the Parent, each a "Guarantor" and collectively the "Guarantors"), each of which Guarantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking association ("JPMCB"), each of the other financial institutions from time to time party hereto (together with JPMCB, the "Lenders") and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the "Agent") for the Lenders. W I T N E S S E T H: WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are parties to that certain Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 2, 2005, as amended by that certain First Amendment to Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 28, 2005, that certain Second Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of February 28, 2005, that certain Third Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of February 28, 2005, that certain Fourth Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of April 29, 2005 and that certain Fifth Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of October 3, 2005 (as the same may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement"); and WHEREAS, the Borrower and the Guarantors have requested that from and after the Effective Date (as hereinafter defined) of this Amendment, the Credit Agreement be amended subject to and upon the terms and conditions set forth herein. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. As used herein, all terms that are defined in the Credit Agreement (in effect immediately prior to the Effective Date of this Amendment) shall have the same meanings herein. 2. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definition in its appropriate alphabetical order: "Tower Automotive Korea" shall mean Tower Automotive Korea Co., Ltd. 3. Section 2.14(a) of the Credit Agreement is hereby amended by deleting the words "the first sentence of Section 2.14(b)" appearing at the end thereof and inserting in lieu thereof the words "the second sentence of Section 2.17". 4. Section 6.02 of the Credit Agreement is hereby amended by (A) deleting clause (iii) thereof and (B) inserting the following new clause (iii) in lieu thereof: "(iii) any Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary, and Tower Automotive Korea may merge or consolidate with Seojin such that after giving effect to such merger or consolidation Seojin, the surviving entity, shall continue to be an indirect wholly-owned Subsidiary of the Parent and". 5. Section 6.03 of the Credit Agreement is hereby amended by inserting in clause (iv) thereof immediately after the amount "$2,000,000" appearing therein the following: "and Indebtedness incurred subsequent to the Filing Date with respect to Capitalized Leases to the extent permitted under Section 6.04". 6. This Amendment shall become effective on the date (the "Effective Date") on which this Amendment shall have been executed by the Borrower, the Guarantors, the Required Lenders and the Agent, and the Agent shall have received evidence reasonably satisfactory to it of such execution. 7. Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed. 8. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of counsel to the Agent. 9. This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment. 10. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be an original and all of which, when taken together, shall constitute but one and the same instrument. A facsimile or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes. 2 11. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. [SIGNATURE PAGES TO FOLLOW] 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written. BORROWER: R.J. TOWER CORPORATION By: /s/ James Mallak ------------------------------------- Name: James Mallak Title: GUARANTORS: Algoods, USA, Inc. Tower Automotive, Inc. Tower Automotive Bardstown, Inc. Tower Automotive Bowling Green, LLC Tower Automotive Chicago, LLC Tower Automotive Finance, Inc. Tower Automotive Granite City, LLC Tower Automotive Granite City Services, LLC Tower Automotive International Holdings, Inc. Tower Automotive International Yorozu Holdings, Inc. Tower Automotive International, Inc. Tower Automotive Lansing, LLC Tower Automotive Michigan, LLC Tower Automotive Milwaukee, LLC Tower Automotive Plymouth, Inc. Tower Automotive Products Company, Inc. Tower Automotive Receivables Company, Inc. Tower Automotive Services and Technology, LLC Tower Automotive Technology, Inc. Tower Automotive Technology Products, Inc. Tower Automotive Tool, LLC Tower Services, Inc. Trylon Corporation By: /s/ James Mallak ------------------------------------- Name: James Mallak Title: Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement AGENT AND LENDERS: JPMORGAN CHASE BANK, N.A. INDIVIDUALLY AND AS AGENT By: /s/ Richard W. Duker ---------------------------------------- Name: Richard W. Duker Title: Managing Director Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement ALLSTATE LIFE INSURANCE COMPANY By: /s/ Chris Goergen -------------------------------------- Name: Chris Goergen Title: Authorized Signatory By: /s/ Breege A. Farrell -------------------------------------- Name: Breege A. Farrell Title: Authorized Signatory AIMCO CLO, SERIES 2005-A By: /s/ Chris Goergen -------------------------------------- Name: Chris Goergen Title: Authorized Signatory By: /s/ Breege A. Farrell -------------------------------------- Name: Breege A. Farrell Title: Authorized Signatory ARES X CLO LTD. By: Ares CLO Management X, L.P., Investment Manager By: Ares CLO GP X, LLC, Its General Partner By: /s/ Seth J. Brufsky -------------------------------------- Name: Seth J. Brufsky Title: Vice President AVENUE CLO FUND, LIMITED By: /s/ Richard D'Addario -------------------------------------- Name: Richard D'Addario Title: Senior Portfolio Manage Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement AVENUE CLO II, LIMITED By: /s/ Richard D'Addario -------------------------------------- Name: Richard D'Addario Title: Senior Portfolio Manager THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND By: /s/ John O'Connor -------------------------------------- Name: John O'Connor Title: Authorised Signatory By: /s/ Mary Connolly -------------------------------------- Name: Mary Connolly Title: Authorised Signatory BANK OF SCOTLAND By: /s/ Joseph Fratus -------------------------------------- Name: Joseph Fratus Title: First Vice President AVENUE CLO FUND, LIMITED By: /s/ Richard D'Addario -------------------------------------- Name: Richard D'Addario Title: Senior Portfolio Manager BAYERISCHE LANDESBANK By: /s/ Stuart Schulman -------------------------------------- Name: Stuart Schulman Title: Senior Vice President By: /s/ Norman McClave -------------------------------------- Name: Norman McClave Title: First Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement CANYON CAPITAL CLO 2004-1 LTD By: /s/ Mitchell R. Julis -------------------------------------- Name: Mitchell R. Julis Title: Authorized Signatory By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager CANYON CAPITAL CDO 2002-1 LTD By: /s/ Mitchell R. Julis -------------------------------------- Name: Mitchell R. Julis Title: Authorized Signatory By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager CARLYLE HIGH YIELD PARTNERS IV By: /s/ Mark Alter -------------------------------------- Name: Mark Alter Title: Managing Director CARLYLE HIGH YIELD PARTNERS VI By: /s/ Mark Alter -------------------------------------- Name: Mark Alter Title: Managing Director CARLYLE HIGH YIELD PARTNERS VII By: /s/ Mark Alter -------------------------------------- Name: Mark Alter Title: Managing Director Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement CARLYLE LOAN OPPORTUNITY FUND By: /s/ Mark Alter -------------------------------- Name: Mark Alter Title: Managing Director CARLYLE LOAN INVESTMENT LTD. By: /s/ Mark Alter -------------------------------- Name: Mark Alter Title: Managing Director THE CIT GROUP / BUSINESS CREDIT, INC. By: /s/ Eustachio Bruno -------------------------------- Name: Eustachio Bruno Title: Assistant Vice President CITADEL HILL 2000 LTD. By: /s/ Brian Cerreta -------------------------------- Name: Brian Cerreta Title: Authorized Signatory CLASSIC CAYMAN B.D. LIMITED By: /s/ Janet Wolff Craig Meisner -------------------------------- Name: Janet Wolff Craig Meisner Title: Authorized Signatory ATRIUM III By: /s/ Thomas Flannery -------------------------------- Name: Thomas Flannery Title: Authorized Signatory Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement CSAM FUNDING IV By: /s/ Thomas Flannery --------------------------------- Name: Thomas Flannery Title: Authorized Signatory CSAM (AU) SYNDICATED LOAN FUND By: /s/ Thomas Flannery --------------------------------- Name: Thomas Flannery Title: Authorized Signatory MADISON PARK FUNDING I, LTD. By: /s/ Thomas Flannery --------------------------------- Name: Thomas Flannery Title: Authorized Signatory MADISON PARK FUNDING II LTD. By: /s/ Thomas Flannery --------------------------------- Name: Thomas Flannery Title: Authorized Signatory HEWETT'S ISLAND CDO, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Robert Weeden --------------------------------- Name: Robert Weeden Title: Managing Director HEWETT'S ISLAND CLO II, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Robert Weeden --------------------------------- Name: Robert Weeden Title: Managing Director Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement HEWETT'S ISLAND CLO III, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Managerp By: /s/ Robert Weeden ------------------------------------------ Name: Robert Weeden Title: Managing Director INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED By: /s/ Martha Hadeler ------------------------------------------ Name: Martha Hadeler Title: Managing Director By: /s/ Robert Weeden ------------------------------------------ Name: Robert Weeden Title: Managing Director SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VIII, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement GRAYSON & CO. By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof --------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof --------------------------------------- Name: Michael B. Botthof Title: Vice President TOLLI & CO. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof --------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR FLOATING-RATE TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof --------------------------------------- Name: Michael B. Botthof Title: Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement EATON VANCE FLOATING-RATE INCOME TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE VARIABLE LEVERAGE FUND LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President BALLYROCK CDO I LIMITED, BY: BALYROCK INVESTMENT ADVISORS LLC By: /s/ Lisa Rymut ------------------------------------ Name: Lisa Rymut Title: Assistant Treasurer Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement BALLYROCK CDO II LIMITED, BY: BALLYROCK INVESTMENT ADVISORS LLC By: /s/ Lisa Rymut -------------------------------- Name: Lisa Rymut Title: Assistant Treasurer BALLYROCK CLO III LIMITED, BY: BALLYROCK INVESTMENT ADVISORS LLC By: /s/ Lisa Rymut -------------------------------- Name: Lisa Rymut Title: Assistant Treasurer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Dwayne L. Coker -------------------------------- Name: Dwayne L. Coker Title: Duly Authorized Signatory HARBOUR TOWN FUNDING LLC By: /s/ M. Cristina Higgins -------------------------------- Name: M. Cristina Higgins Title: Assistant Vice President FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE INCOME FUND By: /s/ Joe Dougherty -------------------------------- Name: Joe Dougherty Title: Portfolio Manager Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement HIGHLAND FLOATING RATE ADVANTAGE FUND By: /s/ Joe Dougherty ----------------------------------------- Name: Joe Dougherty Title: Senior Vice President SOUTHFORK CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ----------------------------------------- Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. GLENEAGLES CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ----------------------------------------- Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. HIGHLAND LEGACY LIMITED By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ----------------------------------------- Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement ALZETTE EUROPEAN CLO S.A. By: Invesco Senior Secured Management, Inc. as Collateral Manager By: /s/ Joseph Rotondo ------------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory AVALON CAPITAL LTD. By: Invesco Senior Secured Management, Inc. as Collateral Manager By: /s/ Joseph Rotondo ------------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory AVALON CAPITAL LTD. 3 By: Invesco Senior Secured Management, Inc. as Asset Manager By: /s/ Joseph Rotondo ------------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory AIM FLOATING RATE FUND By: Invesco Senior Secured Management, Inc. as Sub-Adviser By: /s/ Joseph Rotondo ------------------------------------------ Name: Joseph Rotondo Title: Authorized Signatory KC CLO I LIMITED By: /s/ Inna Borisova Steve Martin ------------------------------------------ Name: Inna Borisova Steve Martin Title: Vice President Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement KKR FINANCIAL CLO 2005-1, LTD. By: /s/ Michelle L. Keith --------------------------------------- Name: Michelle L. Keith Title: Authorized Signatory LANDMARK V CDO LIMITED By: Aladdin Capital Management LLC, as Manager By: /s/ Joseph Moroney, CFA --------------------------------------- Name: Joseph Moroney, CFA Title: Managing Director LIGHTPOINT CLO 2004-1, LTD. PREMIUM LOAN TRUST I, LTD. LIGHTPOINT CLO III, LTD. By: /s/ Timothy S. Van Kirk --------------------------------------- Name: Timothy S. Van Kirk Title: Managing Director LONG LANE MASTER TRUST IV By: /s/ M. Cristina Higgins --------------------------------------- Name: M. Cristina Higgins Title: Authorized Agent WIND RIVER CLO I LTD. By: McDonnell Investment Management LLC, as Manager By: /s/ Kathleen A. Zarn --------------------------------------- Name: Kathleen A. Zarn Title: Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement WIND RIVER CLO II - TATE INVESTORS, LTD. By: McDonnell Investment Management LLC, as Manager By: /s/ Kathleen A. Zarn ---------------------------------------- Name: Kathleen A. Zarn Title: Vice President MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES By: /s/ Edward Shuster ---------------------------------------- Name: Edward Shuster Title: Assistant Vice President NATEXIS BANQUES POPULAIRES By: /s/ Harold Birk ---------------------------------------- Name: Harold Birk Title: Vice President NATIONWIDE MUTUAL INSURANCE COMPANY By: /s/ Joseph P. Young ---------------------------------------- Name: Joseph P. Young Title: Authorized Signatory RED FOX FUNDING LLC By: /s/ M. Cristina Higgins ---------------------------------------- Name: M. Cristina Higgins Title: Assistant Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement CENTURION CDO VI, LTD. By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------- Name: Vincent P. Pham Title: Director - Operations CENTURION CDO VII, LTD. By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------- Name: Vincent P. Pham Title: Director - Operations CENTURION CDO 8, LIMITED By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------- Name: Vincent P. Pham Title: Director - Operations CENTURION CDO 9, LIMITED By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------- Name: Vincent P. Pham Title: Director - Operations Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement CENT CDO 10 LIMITED By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------ Name: Vincent P. Pham Title: Director - Operations CENT CDO XI, LIMITED By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------ Name: Vincent P. Pham Title: Director - Operations AMERIPRISE CERTIFICATE COMPANY By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------ Name: Vincent P. Pham Title: Director - Operations IDS LIFE INSURANCE COMPANY By: RiverSource Investments, LLC as Collateral Manager By: /s/ Vincent P. Pham ------------------------------------------ Name: Vincent P. Pham Title: Director - Operations Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR PROSPECT FUNDING I, LLC AS TERM LENDER By: /s/ Diane J. Exter -------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL I - INGOTS, LTD., AS TERM LENDER By: /s/ Diane J. Exter -------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR AVERY POINT CLO, LTD., AS TERM LENDER By: /s/ Diane J. Exter -------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL II - INGOTS, LTD., AS TERM LENDER By: /s/ Diane J. Exter -------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR LOAN FUNDING XI LLC, AS TERM LENDER By: /s/ Diane J. Exter --------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager 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 CHATHAM LIGHT II CLO, LIMITED, BY SANKATY ADVISORS LLC, AS COLLATERAL MANAGER By: /s/ Diane J. Exter --------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR RACE POINT II CLO, LIMITED, AS TERM LENDER By: /s/ Diane J. Exter --------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL III CLO, LIMITED, AS TERM LENDER By: /s/ Diane J. Exter ------------------------------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY HIGH YIELD PARTNERS, II, L.P. By: /s/ Diane J. Exter ------------------------------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SCOTIABANK IRELAND LIMITED By: /s/ Denton Robinson ------------------------------------------ Name: Denton Robinson Title: Loan Closer SKY LOAN FUNDING By: /s/ Ruben Diaz ------------------------------------------ Name: Ruben Diaz Title: Authorized Signatory VELOCITY CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ Stephen Suo ------------------------------------------ Name: Stephen Suo Title: Vice President By: /s/ Vikas Mavinkurve ------------------------------------------ Name: Vikas Mavinkurve Title: Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement CELEBRITY CLO, LIMITED By: TCW Advisors, Inc., as Agent By: /s/ Stephen Suo ---------------------------------------- Name: Stephen Suo Title: Vice President By: /s/ Vikas Mavinkurve ---------------------------------------- Name: Vikas Mavinkurve Title: Vice President DARIEN LOAN FUNDING COMPANY By: TCW Advisors as its Interim Collateral Manager By: /s/ Stephen Suo ---------------------------------------- Name: Stephen Suo Title: Vice President By: /s/ Vikas Mavinkurve ---------------------------------------- Name: Vikas Mavinkurve Title: Vice President FIRST 2004-I CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ Stephen Suo ---------------------------------------- Name: Stephen Suo Title: Vice President By: /s/ Vikas Mavinkurve ---------------------------------------- Name: Vikas Mavinkurve Title: Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement FIRST 2004-II CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ Stephen Suo ----------------------------------------- Name: Stephen Suo Title: Vice President By: /s/ Vikas Mavinkurve ----------------------------------------- Name: Vikas Mavinkurve Title: Vice President LOAN FUNDING I LLC a wholly owned subsidiary of Citibank, N. By: TCW Advisors, Inc., as Portfolio Manager of Loan Funding I LLC By: /s/ Stephen Suo ----------------------------------------- Name: Stephen Suo Title: Vice President By: /s/ Vikas Mavinkurve ----------------------------------------- Name: Vikas Mavinkurve Title: Vice President TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: /s/ Stephen Suo ----------------------------------------- Name: Stephen Suo Title: Vice President By: /s/ Vikas Mavinkurve ----------------------------------------- Name: Vikas Mavinkurve Title: Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement TRS IO LLC By: /s/ Alice L. Wagner ----------------------------------------- Name: Alice L. Wagner Title: Vice President TRS SVCO LLC By: /s/ Alice L. Wagner ----------------------------------------- Name: Alice L. Wagner Title: Vice President USB AG, STAMFORD BRANCH By: /s/ Anthony N. Joseph ----------------------------------------- Name: Anthony N. Joseph Title: Director Banking Products Services, US By: /s/ Toba Lumbantobing ----------------------------------------- Name: Toba Lumbantobing Title: Associate Director Banking Products Services, US WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL) By: /s/ Anthony Vizgirda ----------------------------------------- Name: Anthony Vizgirda Title: Director FOOTHILL GROUP By: /s/ Scott Nikora ----------------------------------------- Name: Scott Nikora Title: Executive Vice President Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement WELLS FARGO FOOTHILL, LLC By: /s/ Patrick McCormack ---------------------------------------- Name: Patrick McCormack Title: Assistant Vice President DKR WOLF POINT HOLDING FUND LTD. By: /s/ Brian T. Schinderle ---------------------------------------- Name: Brian T. Schinderle Title: Senior Managing Director DINOSAUR SPIRET LOAN TRUST By: Wilmington Trust Company Not In Its Individual Capacity But Solely As Trustee By: /s/ Rachel L. Simpson ---------------------------------------- Name: Rachel L. Simpson Title: Financial Services Officer Signature Page to Sixth Amendment to Revolving Credit, Term Loan and Guaranty Agreement