-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M15R+v4u3DXGCeqSXGr2piV18MpZPO5mg+96Ls3F5qLziAPnLhfiAI/WEJ5jDA3o ABhUxacNUI4wlg9pi231vg== 0000947871-04-002284.txt : 20041006 0000947871-04-002284.hdr.sgml : 20041006 20041006155310 ACCESSION NUMBER: 0000947871-04-002284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041005 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOFIX INTERNATIONAL N V CENTRAL INDEX KEY: 0000884624 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19961 FILM NUMBER: 041068371 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 8-K 1 f8k_100404.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2004 ORTHOFIX INTERNATIONAL N.V. (Exact name of registrant as specified in charter) NETHERLANDS ANTILLES 0-19961 N/A (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 7 Abraham de Veerstraat, Curacao, Netherlands Antilles (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 011-59-99-465-8525 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 1.01. Entry into a Material Definitive Agreement ------------------------------------------ As of September 30, 2004, Colgate Medical Ltd. ("Colgate"), an indirect wholly owned subsidiary of Orthofix International N.V. ("Orthofix"), entered into an amendment (the "First Amendment") to the Credit Agreement, dated as of December 30, 2003 (as so amended, the "Credit Agreement"), among Colgate, Orthofix and certain of its subsidiaries, the lenders party thereto, and Wachovia Bank, National Association ("Wachovia"), as administrative agent. Orthofix and certain of its subsidiaries are parties to the First Amendment as guarantors. The First Amendment reduces the interest rate applicable to borrowings under the Credit Agreement. At the same time as entering into the First Amendment, Colgate has made a voluntary prepayment of $10,350,000 on the borrowings under the Credit Agreement. Wachovia and its affiliates provide other services to Orthofix. The First Amendment is attached hereto as Exhibit 10.1. The Credit Agreement dated as of December 30, 2003 was filed as Exhibit 10.3 to a Form 8-K filed on January 8, 2004. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits Exhibit 10.1 First Amendment to Credit Agreement, dated as of September 30, 2004, among Colgate Medical Ltd., as borrower, Orthofix International N.V. and certain of its subsidiaries as guarantors, the lenders parties thereto, and Wachovia Bank, National Association, as administrative agent. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ORTHOFIX INTERNATIONAL N.V. By: /S/ THOMAS HEIN ------------------------------------- Name: Thomas Hein Title: Chief Financial Officer Date: October 6, 2004 3 EX-10.1 2 ex10-1_100404.txt FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of September 30, 2004, is by and among COLGATE MEDICAL LTD, a company formed under the laws of England and Wales and registered with number 01311455 (the "Borrower"), Orthofix International N.V., a Netherlands Antilles corporation (the "Parent"), those Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages hereto (each, a "Subsidiary Guarantor" and, together with the Parent, the "Guarantors"), INTAVENT ORTHOFIX LIMITED, a company formed under the laws of England and Wales ("IOL"), the lenders identified on the signature pages hereto as the Lenders (the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). W I T N E S S E T H WHEREAS, the Borrower, the Guarantors, the Lenders party thereto, and the Administrative Agent have entered into that certain Credit Agreement dated as of December 30, 2003 (as amended, supplemented or otherwise modified through the date hereof, the "Credit Agreement"; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement); WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as set forth herein; and WHEREAS, the Required Lenders and the Term Loan Lenders have agreed to such amendments subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO CREDIT AGREEMENT 1.1 New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order: "Call Protection" shall have the meaning set forth in Section 2.7(a). "First Amendment Effective Date" shall mean September 30, 2004. 1.2 Existing Definitions. (a) The pricing grid in the definition of "Applicable Percentage" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
- ----------------------------------------------------------------------------------------------------------- LIBOR Rate Alternate Margin for Base Rate Revolving Alternate Borrower Margin for Loans and Base Rate LIBOR Rate Leverage Revolving Letter of Margin for Margin for Commitment Level Ratio Loans Credit Fee Term Loans Term Loans Fee - ----------------------------------------------------------------------------------------------------------- I greater than or 1.25% 2.25% 1.50% 2.50% 0.50% equal to 2.50 to 1.0 - ----------------------------------------------------------------------------------------------------------- II greater than or 1.00% 2.00% 1.25% 2.25% 0.50% equal to 2.00 to 1.0 but less than 2.50 to 1.0 - ----------------------------------------------------------------------------------------------------------- III greater than or 0.75% 1.75% 1.00% 2.00% 0.50% equal to 1.50 to 1.0 but less than 2.00 to 1.0 - ----------------------------------------------------------------------------------------------------------- IV less than 1.50 to 1.0 0.50% 1.50% 1.00% 2.00% 0.375% - -----------------------------------------------------------------------------------------------------------
(b) The definition of "Credit Party Obligations" in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Credit Party Obligations" shall mean, without duplication, (a) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code), (b) all of the obligations of IOL to the Lenders and the Administrative Agent, whenever arising, under the IOL Limited Guaranty and the UK Collateral Documents and (c) all liabilities and obligations, whenever arising, owing from any Credit Party or any of its Subsidiaries to any Hedging Agreement Provider arising under any Secured Hedging Agreement permitted pursuant to Section 6.1(e). 1.3 Section 2.2(b). Section 2.2(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: Section 2.2 Term Loan Facility. ------------------- ********** (b) Repayment of Term Loan. The principal amount of the Term Loan as of the First Amendment Effective Date (after giving effect to any prepayment of the Term Loan on or before such date) shall be repaid in eighteen (18) consecutive quarterly installments as follows, unless accelerated sooner pursuant to Section 7.2: 2 ================================================================================ Principal Amortization Payment Date Term Loan Principal Amortization Payment - -------------------------------------------------------------------------------- September 30, 2004 $2,400,000 - -------------------------------------------------------------------------------- December 31, 2004 $2,400,000 - -------------------------------------------------------------------------------- March 31, 2005 $2,400,000 - -------------------------------------------------------------------------------- June 30, 2005 $2,400,000 - -------------------------------------------------------------------------------- September 30, 2005 $2,400,000 - -------------------------------------------------------------------------------- December 31, 2005 $2,500,000 - -------------------------------------------------------------------------------- March 31, 2006 $2,500,000 - -------------------------------------------------------------------------------- June 30, 2006 $2,500,000 - -------------------------------------------------------------------------------- September 30, 2006 $2,500,000 - -------------------------------------------------------------------------------- December 31, 2006 $2,500,000 - -------------------------------------------------------------------------------- March 31, 2007 $2,500,000 - -------------------------------------------------------------------------------- June 30, 2007 $2,500,000 - -------------------------------------------------------------------------------- September 30, 2007 $2,500,000 - -------------------------------------------------------------------------------- December 31, 2007 $2,500,000 - -------------------------------------------------------------------------------- March 31, 2008 $15,000,000 - -------------------------------------------------------------------------------- June 30, 2008 $15,000,000 - -------------------------------------------------------------------------------- September 30, 2008 $15,000,000 - -------------------------------------------------------------------------------- Maturity Date The remainder of the outstanding Term Loan - -------------------------------------------------------------------------------- ********* 1.4 Section 2.7. (a) The fourth sentence in Section 2.7(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: All prepayments under this Section 2.7(a) shall be subject to Section 2.17, but otherwise without premium or penalty; provided that any refinancing of the outstanding Term Loan with the proceeds of a replacement term loan on substantially the same terms to effect a re-pricing of the Term Loan (A) during the first year following the First Amendment Effective Date shall be made at 101% of par and (B) thereafter shall be made at par (the "Call Protection"). 3 (b) The last sentence in Section 2.7(b)(vi) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: All prepayments under this Section 2.7(b) shall be subject to Section 2.17 and be accompanied by interest on the principal amount prepaid through the date of prepayment, and any mandatory prepayment made, in whole or in part, with respect to any refinancing of the outstanding Term Loan with the proceeds of a replacement term loan on substantially the same terms to effect a re-pricing of the Term Loan (A) during the first year following the First Amendment Effective Date shall be made at 101% of par and (B) thereafter shall be made at par. ARTICLE II CONDITIONS TO EFFECTIVENESS 2.1 Closing Conditions. This Amendment shall become effective as of the First Amendment Effective Date upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent): (a) Executed Amendment. Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Credit Parties, IOL, the Required Lenders and the Term Loan Lenders. (b) Resolutions. Receipt by the Administrative Agent of copies of resolutions of the Board of Directors of each of the Credit Parties (other than Breg Mexico S. de R.L. de C.V.) and IOL approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a secretary or assistant secretary of such Credit Party or IOL to be true and correct and in force and effect as of the date hereof. (c) Good Standing. Copies of certificates of good standing, existence or its equivalent (to the extent applicable) with respect to the each Credit Party (other than Breg Mexico S. de R.L. de C.V.) and IOL certified as of a recent date by the appropriate Governmental Authorities of the jurisdiction of incorporation or organization. (d) Term Loan Prepayment. The Borrower shall have made a voluntary prepayment of the Term Loan in a principal amount of $10,000,000. 4 ARTICLE III MISCELLANEOUS 3.1 Amended Terms. On and after the First Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties and IOL represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date). (e) With respect to the Secretary's Certificates, each dated December 30, 2003, that each Credit Party and IOL delivered to the Administrative Agent, (i) those Persons enumerated as duly elected and qualified officers, and for whom specimen signatures were provided, remain duly authorized to execute and deliver on behalf of such Credit Party or IOL the Credit Documents to which it is a party and any certificate or other document to be delivered by such Credit Party or IOL pursuant to or in connection with the Credit Documents and (ii) the articles of incorporation, bylaws or other organizational documents attached to such Secretary's Certificate have not been amended, restated or otherwise modified since December 30, 2003. (f) Before and after giving effect to this Amendment, no Default or Event of Default shall exist. 3.3 Acknowledgment of Guarantors. The Guarantors and IOL acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all 5 documents executed in connection herewith do not operate to reduce or discharge the Guarantors' obligations under the Credit Documents. 3.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement. 3.5 Entirety. This Amendment and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 3.6 Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered. 3.7 No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties and IOL hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent's or the Lenders' respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act, under the Credit Agreement on or prior to the date hereof. 3.8 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 3.9 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 6 IN WITNESS WHEREOF the Borrower, the Guarantors, IOL, the Required Lenders and the Term Loan Lenders have caused this Amendment to be duly executed on the date first above written. BORROWER: COLGATE MEDICAL LTD, a company formed under the laws of England and Wales By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR GUARANTORS: ORTHOFIX INTERNATIONAL N.V., a Netherlands Antilles corporation By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: CFO ORTHOFIX HOLDINGS, INC., a Delaware Corporation By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR ORTHOFIX INC., a Minnesota corporation By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR & CFO BREG, INC., a California corporation By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR ORTHOFIX UK LTD, a company formed under the laws of England and Wales By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR ORTHOFIX US LLC, a Delaware limited liability company By: ORTHOFIX UK LTD, Sole Member By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR AMEI TECHNOLOGIES INC., a Delaware corporation By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR & TREASURER NEOMEDICS, INC., a New Jersey corporation By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR & TREASURER OSTEOGENICS INC., a Delaware corporation By: /s/ THOMAS HEIN -------------------------- Name: THOMAS HEIN Title: DIRECTOR & TREASURER Breg Mexico S. de R.L. de C.V., a company organized under the laws of Mexico By: /s/ BRADLEY R. MASON -------------------------- Name: BRADLEY R. MASON Title: PARTNER IOL: INTAVENT ORTHOFIX LIMITED, a company formed under the laws of England and Wales By: /s/ GALVIN MOULD -------------------------- Name: GALVIN MOULD Title: DIRECTOR ADMINISTRATIVE AGENT AND EXISTING LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as an Existing Lender By: /s/ SCOTT SANTA CRUZ -------------------------- Name: SCOTT SANTA CRUZ Title: DIRECTOR Allied Irish Bank, p.l.c., an Existing Lender By: /s/ JOSEPH S. AUGUSTINI -------------------------- Name: JOSEPH S. AUGUSTINI Title: VICE PRESIDENT By: /s/ MARGARET BRENNAN -------------------------- Name: MARGARET BRENNAN Title: VICE PRESIDENT AIB Debt Management Limited, as an Existing Lender By: /s/ JOSEPH AUGUSTINI -------------------------- Name: JOSEPH AUGUSTINI Title: VICE PRESIDENT INVESTMENT ADVISOR TO AIB DEBT MANAGEMENT, LIMITED By: /s/ MARGARET BRENNAN -------------------------- Name: MARGARET BRENNAN Title: VICE PRESIDENT INVESTMENT ADVISOR TO AIB DEBT MANAGEMENT, LIMITED Bank of America, N.A. By: /s/ JOHN L. MERCURI -------------------------- Name: JOHN L. MERCURI Title: SENIOR VICE PRESIDENT GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ STEVE J. WARNER -------------------------- Name: STEVE J. WARNER Title: DULY AUTHORIZED SIGNATORY IKB DEUTSCHE INDUSTRIEBANK A.G. LONDON BRANCH, as an Existing Lender By: /s/ D.M. MATSON -------------------------- Name: D.M. MATSON Title: DIRECTOR By: /s/ M. J. WRIGHT -------------------------- Name: M. J. WRIGHT Title: DIRECTOR ALLSTATE LIFE INSURANCE COMPANY By: /s/ CHRIS GOERGEN -------------------------- Name: CHRIS GOERGEN Title: AUTHORIZED SIGNATORY By: /s/ JERRY D. ZINKULA -------------------------- Name: JERRY D. ZINKULA Title: AUTHORIZED SIGNATORY BLACKROCK LIMITED DURATION INCOME FUND BLACKROCK SENIOR LOAN TRUST MAGNETITE IV CLO, LIMITED MAGNETITE V CLO, LIMITED SENIOR LOAN FUND By: /s/ TOM COLWELL -------------------------- Name: TOM COLWELL Title: AUTHORIZED SIGNATORY HAMILTON FLOATING RATE FUND, LLC By: /s/ DEAN STEPHAN -------------------------- Name: DEAN STEPHAN Title: MANAGING DIRECTOR HAMILTON FLOATING RATE FUND, LLC By: /s/ DEAN STEPHAN -------------------------- Name: DEAN STEPHAN Title: MANAGING DIRECTOR EATON VANCE SENIOR INCOME TRUST 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 SENIOR FLOATING-RATE TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR 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 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 EATON VANCE VT FLOATING-RATE INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ MICHAEL B. BOTTHOF -------------------------- Name: MICHAEL B. BOTTHOF Title: VICE PRESIDENT 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 GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR By: /s/ MICHAEL B. BOTTHOF -------------------------- Name: MICHAEL B. BOTTHOF Title: VICE PRESIDENT SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH 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 FORTRESS PORTFOLIO TRUST, as Lender By: Four Corners Capital Management LLC, as Collateral Manager By: /s/ ADAM BROWN -------------------------- Name: ADAM BROWN Title: VICE PRESIDENT SEMINOLE FUNDING LLC By: /s/ MEREDITH J. KOSLICK -------------------------- Name: MEREDITH J. KOSLICK Title: ASSISTANT VICE PRESIDENT COLUMBIA FLOATING RATE ADVANTAGE FUND BY: Highland Capital Management, L.P., its Investment Advisor By: /s/ MARK OKADA -------------------------- Name: MARK OKADA Title: Chief Investment Officer Highland Capital Management, L.P. COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY BY: Highland Capital Management, L.P., its Investment Advisor By: /s/ MARK OKADA -------------------------- Name: MARK OKADA Title: Chief Investment Officer Highland Capital Management, L.P. NEW LENDERS - ----------- ING SENIOR INCOME FUND By: ING Investment Management Co. as its investment manager By: /s/ MICHAEL PRINCE, CFA -------------------------- Name: MICHAEL PRINCE, CFA Title: Vice President Floating Rate Income Strategies Fund, Inc. By: /s/ JAYL MATTEO -------------------------- Name: JAYL MATTEO Title: SENIOR HIGH INCOME PORTFOLIO, INC. By: /s/ JAYL MATTEO -------------------------- Name: JAYL MATTEO Title: SENIOR FLOATING RATE TRUST By: /s/ --------------------------- Name: Title: Morgan Stanley Price Income Trust By: /s/ ELIZABETH BODISCH -------------------------- Name: Elizabeth Bodisch Title: Authorized Signatory PPM SHADOW CREEK FUNDING LLC By: /s/ MEREDITH J. KOSLICK -------------------------- Name: MEREDITH J. KOSLICK Title: Assistant Vice President PPM SPYGLASS FUNDING TRUST ---------------------------- By: /s/ ANN E. MORRIS -------------------------- Name: ANN E. MORRIS Title: Authorized Agent PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ JON C. HEINY -------------------------- Name: JON C. HEINY Title: Counsel By: /s/ -------------------------- Name: Title: Citigroup Investments Corporate Loan Fund Inc. By: Travelers Asset Management International Company LLC By: /s/ MELANIE HANLON -------------------------- Name: MELANIE HANLON Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ BRAD LANGS -------------------------- Name: BRAD LANGS Title: EXECUTIVE DIRECTOR VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ BRAD LANGS -------------------------- Name: BRAD LANGS Title: EXECUTIVE DIRECTOR -----END PRIVACY-ENHANCED MESSAGE-----