EX-10.4 5 a01132exv10w4.txt EXHIBIT 10.4 EXHIBIT 10.4 EXECUTION COPY FIFTH AMENDMENT FIFTH AMENDMENT, dated as of August 12, 2004 (this "Amendment"), to (a) the Amended and Restated Credit Agreement, dated as of April 25, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Interstate Bakeries Corporation, a Delaware corporation ("Holdings"), Interstate Brands Corporation, a Delaware corporation ("Brands" or the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), The Bank of Nova Scotia, BNP Paribas, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank International", New York Branch, and SunTrust Bank, each as a co-documentation agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, as administrative agent (in such capacity, the "Administrative Agent") and (b) the Guarantee and Collateral Agreement, dated as of July 19, 2001 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement"), among Holdings, the Borrower and certain of their subsidiaries in favor of the Administrative Agent. W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement and the Guarantee and Collateral Agreement be amended as set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendments to Section 1.1 of the Credit Agreement [Defined Terms]. (a) Section 1.1 of the Credit Agreement is hereby amended by revising the definition of "Consolidated EBITDA" (i) to delete the following language from clause (a)(iv) thereof in its entirety: "(solely for the purpose of calculating Consolidated EBITDA for any four fiscal quarter period ended on or before May 29, 2004)" and (ii) to delete the date "August 24, 2002" from the proviso contained in clause (a)(vi) thereof and to substitute in lieu thereof the following: "the Fifth Amendment Effective Date". (b) Section 1.1 of the Credit Agreement is hereby further amended by inserting the following defined term in its appropriate alphabetical order: "Fifth Amendment Effective Date": August __, 2004. (c) Section 1.1 of the Credit Agreement is hereby further amended by deleting the defined term "L/C Commitment" and substituting in lieu thereof the following: "L/C Commitment": $215,000,000. (d) Section 1.1 of the Credit Agreement is hereby further amended by deleting the pricing grid set forth in the definition of "Pricing Grid" and substituting in lieu thereof the following: 2 "Pricing Grid": the table set forth below.
Facility Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Fee Margin for Margin for Margin for Margin Margin for Margin for Margin for Margin Rate Eurodollar ABR Eurodollar for ABR Eurodollar ABR Tranche Eurodollar for ABR Revolving Revolving Tranche A Tranche A Tranche B B Tranche C Tranche C Loans Loans Term Loans Term Loans Term Loans Term Loans Term Loans Term Loans -------- ----- ----- ---------- ---------- ---------- ---------- ---------- ---------- .500% 3.00% 2.00% 3.50% 2.50% 3.75% 2.75% 3.50% 2.50%
SECTION 3. Amendment to Section 6.1 of the Credit Agreement [Financial Statements]. Subsection 6.1(a) of the Credit Agreement is hereby amended by inserting the following language immediately after the term "90 days" set forth therein: "(or, with respect to the fiscal year ended May 29, 2004, 120 days)" SECTION 4. Amendment to Section 6.11 of the Credit Agreement [Additional Collateral, Etc.]. (a) Subsection 6.11(b) of the Credit Agreement is hereby amended by deleting the dollar amount "$10,000,000" contained therein and substituting in lieu thereof the dollar amount "$5,000,000". (b) Subsection 6.11(e) of the Credit Agreement is hereby amended by inserting the words, "and Section 6.13", immediately after the words "6.11(d) inclusive" set forth therein. SECTION 5. Amendment to Section 6 of the Credit Agreement [Affirmative Covenants]. Section 6 of the Credit Agreement is hereby amended by inserting the new Section at the end thereof in its entirety: "6.13 Real Estate Matters. With respect to each of the real properties set forth in Annex A hereto, within 90 days (which may be extended by the Administrative Agent in its sole discretion for up to 45 days) after the Fifth Amendment Effective Date (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) provide a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance with respect to such real property (and each such policy shall (A) be in an amount as agreed to between the Administrative Agent and the Borrower intended to reasonably approximate the fair market value of such real property; (B) insure that such Mortgage creates a valid first priority Lien on such real property free and clear of all defects and encumbrances, except Liens permitted hereunder and other encumbrances and defects reasonably acceptable to the Administrative Agent; (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies) (provided, that no new survey shall be required for any such real property); (E) contain such endorsements and affirmative coverage as the Administrative Agent and the Borrower shall reasonably agree, and (F) be issued by title company reasonably satisfactory to the Administrative Agent), (iii) deliver to the Administrative Agent copies of any existing survey with respect to such real property, and (iv) provide reasonably satisfactory evidence of flood insurance for any such real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968." SECTION 6. Amendments to Section 7.1 of the Credit Agreement [Financial Condition Covenants]. (a) Subsection 7.1(a) of the Credit Agreement is hereby amended by deleting the table set forth in such subsection in its entirety and substituting in lieu thereof the following table: 3
Consolidated Fiscal Quarter Leverage Ratio -------------- -------------- May 29, 2004 4.00 to 1.00 August 21, 2004 through May 28, 2005 4.50 to 1.00 August 20, 2005 4.25 to 1.00 November 12, 2005 and thereafter 2.75 to 1.00
(b) Subsection 7.1(b) of the Credit Agreement is hereby amended by deleting the table set forth in such subsection in its entirety and substituting in lieu thereof the following table:
Consolidated Interest Fiscal Quarter Coverage Ratio -------------- -------------- May 29, 2004 3.75 to 1.00 August 21, 2004 through August 20, 2005 3.00 to 1.00 November 12, 2005 and thereafter 5.00 to 1.00
SECTION 7. Amendment to Section 7.6 of the Credit Agreement [Restricted Payments]. Section 7.6 of the Credit Agreement is hereby amended by (a) inserting the words "before and", immediately after the words "so long as immediately", set forth in clause (iii) of the proviso therein and (b) deleting the words "and (B)" contained in clause (iii) of the proviso therein and substituting in lieu thereof the following: ", (B) the Borrower shall have senior secured credit ratings of no less than "BB-" by S&P and "Ba3" by Moody's, in each case with a stable outlook or better and (C)" SECTION 8. Amendment to Section 3 of the Guarantee and Collateral Agreement. (a) Section 3 of the Guarantee and Collateral Agreement is hereby amended by (A) renaming clauses (i) through (l) of the granting clause contained therein as clauses (j) through (m), respectively, and (B) inserting the following new clause (i) into the granting clause in appropriate order: "(i) all Inventory;" (b) Section 3 of the Guarantee and Collateral Agreement is hereby further amended by deleting the first sentence of the last paragraph thereof in its entirety and substituting in lieu thereof the following: "Notwithstanding the foregoing, "Collateral" shall not include (i) Vehicles or (ii) any "Excluded Property" (as defined below) until such time, if any, as the prohibitions causing such property to be Excluded Property have terminated (howsoever occurring)." SECTION 9. Conditions to Effectiveness of Amendment. This Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): (a) the Administrative Agent (or its counsel) shall have received a counterpart of the Amendment, executed and delivered by a duly authorized officer of each of (i) Holdings, (ii) the Borrower and (iii) each of the Lenders constituting the Required Lenders; 4 (b) (i) an offering of junior capital shall have been consummated by Holdings, (ii) Holdings shall have received net proceeds of at least $95 million from such offering of junior capital and (iii) the documentation therefor shall be in form and substance reasonably satisfactory to the Administrative Agent; (c) the Borrower shall have prepaid (or shall have made arrangements reasonably satisfactory to the Administrative Agent to prepay) the September 30, 2004, December 31, 2004, March 31, 2005 and June 30, 2005 scheduled installments of the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans; (d) the Borrower shall have paid the reasonable fees and expenses of counsel to the Administrative Agent for which invoices have been timely presented prior to the Effective Date; (e) after giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing; and (f) the Administrative Agent shall have received (i) an amendment fee for the account of each Lender that consents to the Amendment in an amount equal to 0.25% of each such Lender's Commitment and (ii) such other fees as separately agreed between the Administrative Agent (or its Affiliates) and the Borrower. SECTION 10. Representations and Warranties. Each of the representations and warranties made by each of Holdings and the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment and the amendments and waivers provided for herein. SECTION 11. Effect on the Loan Documents. (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 12. Expenses. Holdings and the Borrower agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. SECTION 13. Affirmation of Guarantee and Collateral Agreement. The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Guarantee and Collateral Agreement and the other Loan Documents are and shall remain in full force and effect after giving effect to the foregoing Amendment. 5 SECTION 14. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 15. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. INTERSTATE BRANDS CORPORATION, as Borrower By: /s/ Michael D. Kafoure -------------------------------------- Name: Michael D. Kafoure Title: President INTERSTATE BAKERIES CORPORATION, as Guarantor By: /s/ Ronald B. Hutchinson -------------------------------------- Name: Ronald B. Hutchinson Title: Executive Vice President and Chief Financial Officer IBC SALES CORPORATION, as Guarantor By: /s/ Michael D. Kafoure -------------------------------------- Name: Michael D. Kafoure Title: President BAKER'S INN QUALITY BAKED GOODS, LLC, as Guarantor By: /s/ Michael D. Kafoure -------------------------------------- Name: Michael D. Kafoure Title: President IBC SERVICES, LLC, as Guarantor By: /s/ Thomas C. Apel -------------------------------------- Name: Thomas C. Apel Title: Treasurer JP MORGAN CHASE BANK, as Administrative Agent, an Issuing Lender and a Lender By: /s/ Marion N. Schulman _________________________________ Name: Marion N. Schulman Title: Managing Director HARRIS TRUST & SAVINGS BANK, as an Issuing Lender and a Lender By: /s/ Karen Knudsen _________________________________ Name: Karen Knudsen Title: Managing Director HarbourView CLO IV (Name of Lender) By: /s/ Lisa Chaffee ------------------------------------ Name: LISA CHAFFEE Title: MANAGER HarbourView CLO V (Name of Lender) By: /s/ Lisa Chaffee ------------------------------------ Name: LISA CHAFFEE Title: MANAGER AURUM CLO 2002-1 LTD., as Assignee By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: Vice President STEIN ROE & FARNHAM CLO 1 LTD. By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: Vice President CoBank, ACB (Name of Lender) By: /s/ S. Richard Dill ------------------------------------ Name: S. Richard Dill Title: Vice President GLENEAGLES TRADING LLC By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M HIMES Title: ASSISTANT VICE PRESIDENT THE BANK OF NOVA SCOTIA (Name of Lender) By: /s/ V. Gibson ------------------------------------ Name: V. GIBSON Title: ASSISTANT AGENT Smoky River CDO, L.P., By RBC Leveraged Capital as Portfolio Advisor By: /s/ Sanjai Bhonsle ------------------------------------ Name: Sanjai Bhonsle Title: Authorized Signatory AIMCO CLO SERIES 2001-A (Name of Lender) By: /s/ CHRIS GEORGEN ------------------------------------ Name: CHRIS GEORGEN Title: By: /s/ CHARLES D. MIRES ------------------------------------ Name: CHARLES D. MIRES Title: ALLSTATE LIFE INSURANCE COMPANY (Name of Lender) By: /s/ CHRIS GEORGEN ------------------------------------ Name: CHRIS GEORGEN Title: By: /s/ CHARLES D. MIRES ------------------------------------ Name: CHARLES D. MIRES Title: AIMCO CDO SERIES 2000-A (Name of Lender) By: /s/ CHRIS GEORGEN ------------------------------------ Name: CHRIS GEORGEN Title: By: /s/ CHARLES D. MIRES ------------------------------------ Name: CHARLES D. MIRES Title: BNP Paribas By: /s/ Jo Ellen Bender ------------------------------------ Name: Jo Ellen Bender Title: Managing Director By: /s/ Peter C. Labrie ------------------------------------ Name: Peter C. Labrie Title: Central Region Manager LOAN FUNDING IV LLC By: Highland Capital Management, L.P. As Portfolio Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. COLUMBIA FLOATING RATE ADVANTAGE FUND By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. PAMCO CAYMAN LTD. By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. RESTORATION FUNDING CLO, LTD. By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. AgFirst Farm Credit Bank (Name of Lender) By: /s/ Felicia D. Morant ------------------------------------ Name: Felicia D. Morant Title: Vice President IKB Capital Corporation (Name of Lender) By: /s/ David Snyder ------------------------------------ Name: David Snyder Title: President IKB Capital Corporation Wachovia Bank National Association (Name of Lender) By: /s/ Martha M. Winters ------------------------------------ Name: Martha M. Winters Title: Director U.S. AGBANK, FCB, fka FARM CREDIT BANK OF WICHITA, as a Lender By: /s/ Patrick Zeka ------------------------------------ Name: Patrick Zeka Title: Vice President DBS BANK LTD., LOS ANGELES AGENCY (Name of Lender) By: /s/ Charles Ong ------------------------------------ Name: Charles Ong Title: General Manager DBS Bank Los Angeles LONG LANE MASTER TRUST IV By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: AUTHORIZED AGENT SRF 2000, INC. By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT SRF TRADING, INC. By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT ---------------------------------------- (Name of Lender) By: /s/ [ILLEGIBLE] ------------------------------------ Name: Title: BANK HAPOALIM B.M. By: /s/ Laura Anne Raffa ------------------------------------ Name: LAURA ANNE RAFFA Title: EXECUTIVE VICE PRESIDENT By: /s/ Lenroy Hackett ------------------------------------ Name: LENROY HACKETT Title: FIRST VICE PRESIDENT PB Capital (Name of Lender) By: /s/ Christopher J. Ruzzi ------------------------------------ Name: Christopher J. Ruzzi Title: VP By: /s/ Lisa Moraglia ------------------------------------ Name: Lisa Moraglia Title: AVP Farm Credit Services of Missouri, PCA (Name of Lender) By: /s/ Michael D. Scherer ------------------------------------ Name: Michael D. Scherer Title: Vice President, Agribusiness Landmark II CBO Limited (Name of Lender) By: /s/ Aladdin Capital Management LLC ------------------------------------ Name: [ILLEGIBLE] Title: Director Landmark III CDO Limited (Name of Lender) By: Aladdin Capital Management LLC ------------------------------------ Name: [ILLEGIBLE] Title: Director Landmark III CDO Limited (Name of Lender) By: Aladdin Capital Management LLC ------------------------------------ Name: [ILLEGIBLE] Title: Director MASSMUTUAL/DARBY CBO LLC By: MassMutual/Darby CBO IM, Inc. as LLC Manager By: James M. Roy ------------------------------------ Name: James M. Roy Title: Vice President and Assistant Treasurer UMB Bank, n.a. (Name of Lender) By: /s/ Bryan D. Edwards ------------------------------------ Name: Bryan D. Edwards Title: Vice President NORTHWOODS CAPITAL, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR NORTHWOODS CAPITAL II, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR NORTHWOODS CAPITAL III, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR NORTHWOODS CAPITAL IV, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------ Name: David P. Meyer Title: Vice President The Sumitomo Trust & Banking Co., Ltd., New York Branch By: /s/ Elizabeth A. Quirk ------------------------------------ Name: Elizabeth A. Quirk Title: Vice President AURIUM CLO 2002-1 LTD., as Assignee By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: 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 Farm Credit Services of Minnesota Valley, PCA dba FCS Commercial Finance Group By: /s/ James M. Grafing ------------------------------------ Name: James M. Grafing Title: SVP - Syndicated Finance CALYON NEW YORK BRANCH, as successor to Credit Lyonnais By: /s/ Lee E. Greve ------------------------------------ Name: Lee E. Greve Title: Managing Director By: /s/ Julie Kanak ------------------------------------ Name: Julie Kanak Title: Director CHINATRUST COMMERCIAL BANK By: /s/ Eric Kan ------------------------------------ Name: Eric Kan Title: Lending Manager, SVP AMMC CLO III, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------ Name: David P. Meyer Title: Vice President The terms set forth in this Assignment and acceptance are hereby agreed to: ASSIGNOR, BEAR STEARNS CORPORATE LENDING INC. By: /s/ Richard Bram Smith ------------------------------------ Name: RICHARD BRAM SMITH Title: SENIOR MANAGING DIRECTOR Oppenheimer Senior Floating Rate Fund (Name of Lender) By: /s/ Bill Campbell ------------------------------------ Name: Bill Campbell Title: Manager BANK OF AMERICA, N.A. By: /s/ William F. Sweeney ------------------------------------ Name: William F. Sweeney Title: Managing Director NATIONAL BANK OF KUWAIT, S.A.K. GRAND CAYMAN BRANCH By: /s/ Muhammad Kamal ------------------------------------ Name: Muhammad Kamal Title: General Manager By: /s/ Rex Richardson ------------------------------------ Name: Rex Richardson Title: Executive Manager STEIN ROE & FARNHAM CLO 1 LTD. By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: Vice President Toronto Dominion (New York), Inc. (Name of Lender) By: /s/ Stacy Malek ------------------------------------ Name: STACY MALEK Title: VICE PRESIDENT Commerce Bank, N.A. (Name of Lender) By: /s/ Lance Holden ------------------------------------ Name: LANCE HOLDEN Title: Senior Vice President TRS 1 LLC (Name of Lender) By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President SunTrust Bank (Name of Lender) By: /s/ Michel A. Odermatt ------------------------------------ Name: Michel A. Odermatt Title: Managing Director ELT LTD. By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: AUTHORIZED AGENT HARBOUR TOWN FUNDING LLC By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT Smoky River CDO, L.P., By RBC Leveraged Captial as Portfolio Advisor By: /s/ Sanjai Bhonsle --------------------------------------- Name: Sanjai Bhonsle Title: Authorized Signatory ING PRIME RATE TRUST ING SENIOR INCOME FUND By: Aeltus Investment Management, Inc. By: Aeltus Investment Management, Inc. as its investment manager as its investment manager By: /s/ Jason Groom By: /s/ Jason Groom ---------------------- ---------------------- Name: JASON GROOM Name: JASON GROOM Title: VICE PRESIDENT Title: VICE PRESIDENT ML CLO XX PILGRIM AMERICA ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, (CAYMAN) LTD, By: ING Investments, LLC By: ING Investments, LLC as its investment manager as its investment manager By: /s/ Jason Groom By: /s/ Jason Groom ---------------------- ---------------------- Name: JASON GROOM Name: JASON GROOM Title: VICE PRESIDENT Title: VICE PRESIDENT SEQUILS - PILGRIM I, LTD PILGRIM CLO 1999 - 1 LTD By: ING Investments, LLC By: ING Investments, LLC as its investment manager as its investment manager By: /s/ Jason Groom By: /s/ Jason Groom ---------------------- ---------------------- Name: JASON GROOM Name: JASON GROOM Title: VICE PRESIDENT Title: VICE PRESIDENT PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ---------------------- Name: JASON GROOM Title: VICE PRESIDENT SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO II, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President COSTANTINUS EATON VANCE CDO V, LTD BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President GRAYSON & CO. BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President BIG SKY SENIOR LOAN FUND, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) 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 (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President TOLLI & CO BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) 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 (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL" NEW YORK BRANCH By: /s/ Michael L. Laurie ------------------------------------ Name: Michael L. Laurie Title: Executive Director By: /s/ Brett Delfino ------------------------------------ Name: Brett Delfino Title: Executive Director TRS ECLIPSE LLC (Name of Lender) By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANCE 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 III 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 Race Point II 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 I - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Comerica Bank (Name of Lender) By: /s/ Mark J. Levercce ------------------------------------ Name: Mark J. Levercce Title: Commercial Banking Officer Farm Credit Services of America, PCA By: /s/ Bruce P. Rouse ------------------------------------ Name: Bruce P. Rouse Title: Vice President Bank of Montreal By: /s/ [ILLEGIBLE] ------------------------------------ Name: [ILLEGIBLE] Title: MANAGER Banco Espirito Santo, S.A. By: /s/ Andrew M. Orsen ------------------------------------ Name: Andrew M. Orsen Title: Vice President By: /s/ Christina N. Ferreira ------------------------------------ Name: Christina N. Ferreira Title: Senior Vice President Mountain Capital CLO 11 Ltd. (Name of Lender) By: /s/ Chris Siddons ------------------------------------ Name: Chris Siddons Title: Director Mountain Capital CLO 1 Ltd. (Name of Lender) By: /s/ Chris Siddons ------------------------------------ Name: Chris Siddons Title: Director SEQUILS-Cumberland I, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer ------------------------------------ Name: Matt Stouffer Title: Senior Vice President BRYN MAWR CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer ------------------------------------ Name: Matt Stouffer Title: Senior Vice President LONG GROVE CLO, LIMITED By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer ------------------------------------ Name: Matt Stouffer Title: Senior Vice President MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director SIMSBURY CLO, LIMITED By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director SUFFIELD CLO, LIMITED By: Babson Capital Management LLC as Collateral Manager By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director ELC (CAYMAN) LTD. CDO SERIES 1999-I By: Babson Capital Management LLC as Collateral Manager By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director MUIRFIELD TRADING LLC By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT