EX-4.1 3 a2091287zex-4_1.htm EXHIBIT 4.1
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EXHIBIT 4.1

AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT

        THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment No. 6") is entered into as of October 16, 2002 by and among NATIONAL EQUIPMENT SERVICES, INC., a Delaware corporation (the "Borrower"), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (the "Subsidiary Guarantors"), each of the financial institutions identified as a Lender on the signature pages hereto (the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), as agent for the Lenders (the "Agent"). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Existing Credit Agreement (hereinafter defined), after giving effect to this Amendment No. 6.

RECITALS

        WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the Agent are party to that certain Amended and Restated Credit Agreement dated as of August 6, 1999, as amended, supplemented or otherwise modified to date (the "Existing Credit Agreement");

        WHEREAS, the Borrower has informed the Lenders that it anticipates being in violation of certain of its financial covenants for the fiscal quarter ended September 30, 2002 and the succeeding two fiscal quarters and has requested that the Lenders amend those financial covenants to avoid causing an Event of Default under the Existing Credit Agreement; and

        WHEREAS, the Lenders are willing to amend such covenants, subject to the terms and conditions contained herein;

        NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereby agree as follows:

PART I
DEFINITIONS

        SUBPART 1.1.    Certain Definitions.    The following terms used in this Amendment No. 6, including its preamble and recitals, have the following meanings:

            "Amended Credit Agreement" means the Existing Credit Agreement as amended hereby.

            "Amendment No. 6 Effective Date" is defined in Subpart 3.1.

        SUBPART 1.2.    Other Definitions.    Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment No. 6, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.

PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT

        Effective on (and subject to the occurrence of) the Amendment No. 6 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement and all other Credit Documents shall continue in full force and effect.


        SUBPART 2.1.    Amendments to Section 1.1.    Section 1.1 of the Existing Credit Agreement is hereby amended as follows:

            A.    The table in the definition of "Applicable Percentage" is hereby deleted in its entirety and replaced with the following table:

Tier
Level
   Total Debt
Leverage Ratio
   Applicable
Percentage for
Eurodollar Loans
   Applicable
Percentage for
Base Rate Loans
   Applicable
Percentage for
Unused Line Fees
  
1   ³4.50 to 1.00   3.75 % 2.50 % 0.50 %
2   ³4.00 to 1.00 but
<4.50 to 1.00		   3.50 % 2.25 % 0.50 %
3   ³3.50 to 1.00 but
<4.00 to 1.00		   3.25 % 2.00 % 0.50 %
4   <3.50 to 1.00   3.00 % 1.75 % 0.50 %

              B.    The definition of "Borrowing Base" is hereby deleted in its entirety and replaced with the following:

              "Borrowing Base" means, as of any day, an amount equal to the sum of (1) eighty percent (80%) of the aggregate face amount of Eligible Accounts Receivable, plus (2) fifty percent (50%) of the net book value (determined at the lower of cost or market) of Eligible Parts and Supplies Inventory, plus (3) eighty percent (80%) of the Orderly Liquidation Value of the Serialized Eligible Rental Equipment, plus (4) fifty-six percent (56%) of the net book value of the Non-Serialized Eligible Rental Equipment, plus (5) eighty percent (80%) of the Delivered Cost of Eligible Equipment Held For Resale, in each case as set forth in the most recent Borrowing Base Certificate delivered to the Agent and the Lenders in accordance with the terms of Section 7.1(d), plus (6) an amount equal to (a) from October 1, 2002 through October 30, 2002, $25,000,000, (b) from October 31, 2002 through December 30, 2002, $20,000,000, (c) from December 31, 2002 through March 30, 2003, $15,000,000, and (d) thereafter, $-0- (provided, that the foregoing amounts shall be reduced by an amount equal to fifty percent (50%) of the amount by which the Net Cash Proceeds received for any Material Asset Disposition exceed the value included in the calculation of the most recently delivered Borrowing Base associated with the assets being disposed of), minus (7) an amount equal to the accrued and unpaid interest on the Senior Subordinated Notes, minus (8) reserves established by the Agent from time to time in its reasonable discretion. Notwithstanding the foregoing to the contrary, the advance rate on the Non-Serialized Eligible Rental Equipment shall be readjusted periodically based on each new Equipment Appraisal thereof to equal the product (calculated as a percentage) of (x) the ratio of (1) the Orderly Liquidation Value of the Non-Serialized Eligible Rental Equipment to (2) the net book value of the Non-Serialized Eligible Rental Equipment multiplied by (y) eighty percent (80%). For the purposes of this definition, "Material Asset Disposition" means an Asset Disposition the Net Cash Proceeds of which are in excess of $10,000,000.

            C.    The definition of "Serialized Eligible Rental Equipment" is hereby deleted in its entirety and replaced with the following:

              "Serialized Eligible Rental Equipment" means Eligible Rental Equipment marked with and identifiable by serial number.

            D.    The following new definitions are hereby added in appropriate alphabetical order:

              "Availability" means the excess of (i) the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base over (ii) the sum of (A) the aggregate amount of Revolving Loans outstanding plus (B) the aggregate amount of Swingline Loans outstanding plus (C) the LOC Obligations plus (D) the aggregate amount of the Term Loan outstanding.

              "KPI Report" means a monthly report prepared by the Borrower setting forth the utilization and rental revenue trends for the top six (6) equipment category classes of the Consolidated Parties, on a consolidated basis and by Operating Region, for such month.

              "September 2002 Projections" means the financial projections of the Consolidated Parties for the period from June 30, 2002 through December 31, 2003 prepared by the Borrower and delivered to the Agent in September, 2002.

              "Serialized Rental Equipment" means Rental Equipment marked with and identifiable by serial number.

        SUBPART 2.2.    Amendment to Section 2.1.    Section 2.1(a) of the Existing Credit Agreement is hereby amended by deleting the words "FIVE HUNDRED FIFTY MILLION DOLLARS ($550,000,000)" and replacing them with the words "FOUR HUNDRED EIGHTY MILLION DOLLARS ($480,000,000)".

        SUBPART 2.3.    Amendments to Section 7.1.    Section 7.1 of the Existing Credit Agreement is hereby amended as follows;

            A.    Section 7.1(b)(ii) of the Existing Credit Agreement is hereby amended by deleting the words "(other than the last month of each fiscal quarter)".

            B.    A new Section 7.1(m) is hereby added to the Existing Credit Agreement which shall read as follows:

              (m)    MD&A.    Within forty-five days after the close of each fiscal quarter of the Consolidated Parties, a "Management Discussion and Analysis" comparing the actual operating results of the Consolidated Parties for such fiscal quarter to the September 2002 Projections.

            C.    A new Section 7.1(n) is hereby added to the Existing Credit Agreement which shall read as follows:

              (n)    P&L.    Within thirty days after the close of each fiscal month of the Consolidated Parties, consolidated and consolidating (by Operating Region) profit and loss statements and, with respect to the statements delivered following the end of each fiscal quarter of the Consolidated Parties only, comparing actual results for the fiscal quarter then ended to the quarterly results set forth in the September 2002 Projections.

            D.    A new Section 7.1(o) is hereby added to the Existing Credit Agreement which shall read as follows:

              (o)    KPI Reports.    Within thirty days after the close of each fiscal month of the Consolidated Parties, a KPI Report for such month, in form and substance satisfactory to the Agent.

            E.    Section 7.1(m) of the Existing Credit Agreement shall become Section 7.1(p).

        SUBPART 2.4.    Amendment to Section 7.10.    Section 7.10 of the Existing Credit Agreement is hereby amended by adding a new Section 7.10(e) at the end thereof which shall read as follows:

              (e)  The Credit Parties will, on or before the 30th day after the end of each month (as of the last day of such month), deliver to the Agent an Equipment Appraisal of the Orderly Liquidation Value of the Serialized Rental Equipment. All Equipment Appraisals conducted pursuant to this Section 7.10(e) shall be at the Credit Parties' expense.

        SUBPART 2.5.    Amendments to Section 7.11.    Section 7.11 of the Existing Credit Agreement is hereby amended as follows:

            A.    Section 7.11(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

              (b)    Total Debt Leverage Ratio.    The Total Debt Leverage Ratio, as of the last day of each fiscal quarter of the Consolidated Parties, shall be less than or equal to (i) 4.25 to 1.00 for the fiscal quarters ending December 31, 2001, March 31, 2002 and June 30, 2002, (ii) 4.50 to 1.00 for the fiscal quarter ending September 30, 2002, (iii) 4.75 to 1.00 for the fiscal quarter ending December 31, 2002 and (iv) 4.50 to 1.00 for the fiscal quarters ending March 31, 2003 and thereafter.

            B.    Section 7.11(c) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

              (c)    Senior Debt Leverage Ratio.    The Senior Debt Leverage Ratio, as of the last day of each fiscal quarter of the Consolidated Parties, shall be less than or equal to (i) 3.00 to 1.00 for the fiscal quarters ending December 31, 2001, March 31, 2002, June 30, 2002, September 30, 2002, and December 31, 2002 and (ii) 2.75 to 1.00 for the fiscal quarters ending March 31, 2003 and thereafter.

            C.    Section 7.11(d) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

              (d)    Consolidated Net Worth.    At all times Consolidated Net Worth shall be greater than or equal to (i) $50,000,000 for the fiscal quarter ending September 30, 2002, (ii) $39,000,000 for the fiscal quarter ending December 31, 2002 and (iii) $35,000,000 for the fiscal quarters ending March 31, 2003 and thereafter.

            D.    Section 7.11(e) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

              (e)    Fixed Charge Coverage Ratio.    The Fixed Charge Coverage Ratio, as of the last day of each fiscal quarter of the Consolidated Parties, shall be greater than or equal to 1.75 to 1.00.

            E.    Section 7.11(f) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

              (f)    Interest-Rental Expense Coverage Ratio.    The Interest-Rental Expense Coverage Ratio, as of the last day of each fiscal quarter of the Consolidated Parties, shall be greater than or equal to 1.75 to 1.00.

            F.    Section 7.11(g) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

              (g)    Consolidated Net Capital Expenditures.    Consolidated Net Capital Expenditures shall not exceed $40,000,000 in the aggregate during any fiscal year of the Borrower, with no more than $15,000,000 in the aggregate in any fiscal quarter of the Borrower.

        SUBPART 2.6.    Amendment to Section 7.17.    Section 7.17 of the Existing Credit Agreement is hereby amended by adding the following new paragraph at the end thereof:

            Notwithstanding anything in Section 7.17 or Section 3.16 to the contrary, if at any time Availability is less than $10,000,000, then the Agent shall instruct any depository bank with which the Borrower has a Blocked Account Agreement to sweep funds daily into the Wachovia Account, or such other account as the Agent shall designate in writing. Further, the Borrower shall, upon instruction from the Agent, enter into a Blocked Account Agreement with any other financial institution with which the Borrower maintains any funds and the Agent shall instruct such institution to sweep funds daily into the Wachovia Account, or such other account as the Agent

    shall designate in writing. For the avoidance of doubt, the giving of any such instructions by the Agent shall constitute a "Cash Management Event" for the purposes of Section 3.16.

        SUBPART 2.7.    Amendment to Section 8.8.    Section 8.8 of the Existing Credit Agreement is hereby amended by adding a new clause (c) at the end thereof which shall read as follows:

            or (c) make any scheduled payments of principal or interest on the Subordinated Debt unless Availability, on a Pro Forma Basis after giving effect to any such payments, would be greater than (i) $12,500,000 for any period on or prior to November 15, 2002 and (ii) $50,000,000 for any period after November 15, 2002.

        SUBPART 2.8    Global Amendment.    All references in the Credit Documents to "First Union" or to "First Union National Bank" shall be amended to refer to "Wachovia" or to "Wachovia Bank, National Association", respectively.

PART III
CONDITIONS TO EFFECTIVENESS

        SUBPART 3.1.    Amendment No. 6 Effective Date.    This Amendment No. 6 shall be and become effective as of the date hereof (the "Amendment No. 6 Effective Date") when all of the conditions set forth in this Part III shall have been satisfied, and thereafter this Amendment No. 6 shall be known, and may be referred to, as "Amendment No. 6".

        SUBPART 3.2.    Execution of Counterparts of Amendment.    The Agent shall have received executed counterparts of this Amendment No. 6, which collectively shall have been duly executed on behalf of the Borrower, the Subsidiary Guarantors and the Required Lenders.

        SUBPART 3.3.    Prepayment of Outstanding Term Loans.    The Agent shall have received a prepayment from the Borrower in immediately available funds in an amount necessary to reduce the aggregate principal amount of the Term Loans outstanding to $70,000,000.

        SUBPART 3.4.    Amendment Fee.    The Borrower shall have paid a fee to the Agent in connection with this Amendment No. 6 in an amount equal to 0.375% multiplied by the sum of (a) the aggregate Revolving Commitments as of the date hereof plus (b) the aggregate principal amount of the Term Loans outstanding as of the date hereof (in each case, after giving effect to this Amendment No. 6) for the account of each Lender pro rata according to such Lender's aggregate Revolving Commitment and outstanding Term Loans as of the date hereof (in each case, after giving effect to this Amendment No. 6); provided, however, that such fee shall be payable only to those Lenders that shall have returned executed signature pages to this Amendment no later than 5:00 p.m. on Thursday, October 10, 2002, as directed by the Agent.

        SUBPART 3.5.    Payment of Fees and Expenses.    The Agent shall have received all fees owing to it under the Credit Agreement, the other Credit Documents and this Amendment No. 6, including those fees pursuant to that certain letter dated September 12, 2002 from the Agent to the Borrower.

        SUBPART 3.6.    Other Documents.    The Agent shall have received such other documents as the Agent or counsel to the Agent may reasonably request.

PART IV
MISCELLANEOUS

        SUBPART 4.1.    Cross-References.    References in this Amendment No. 6 to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment No. 6.

        SUBPART 4.2.    Instrument Pursuant to Existing Credit Agreement.    This Amendment No. 6 is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.


        SUBPART 4.3.    References in Other Credit Documents.    At such time as this Amendment No. 6 shall become effective pursuant to the terms of Subpart 3.1, all references in the Credit Documents to the "Credit Agreement" shall be deemed to refer to the Amended Credit Agreement.

        SUBPART 4.4.    Representations and Warranties.    Each Credit Party hereby represents and warrants that:

            (a)  (i) it has the requisite power and authority to execute, deliver and perform this Amendment No. 6, (ii) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this Amendment No. 6, (iii) this Amendment No. 6 has been duly executed and delivered by such Credit Party and constitutes such Credit Party's legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (iv) the execution, delivery and performance by it of this Amendment No. 6 will not violate or breach the terms of, or result in a default under, the indentures for the Senior Subordinated Notes or any other material contracts of the Borrower or any of its Subsidiaries;

            (b)  the representations and warranties contained in Section 6 of the Credit Agreement are, subject to the limitations set forth therein, true and correct in all material respects on and as of the Amendment No. 6 Effective Date, both before and after giving effect to this Amendment No.6, as though made on and as of such date;

            (c)  no Default or Event of Default exists under the Credit Agreement on and as of the Amendment No. 6 Effective Date, either before (other than a potential violation of certain of the financial covenants in Section 7.11 of the Existing Credit Agreement (the "Covenant Default")) or after giving effect to this Amendment No. 6.; and

            (d)  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 Credit Party of this Amendment No. 6.

        SUBPART 4.5.    No Other Changes.    Except as expressly modified and amended in this Amendment No. 6, all the terms, provisions and conditions of the Credit Documents shall remain unchanged.

        SUBPART 4.6.    Severability.    Any provision of this Amendment No. 6 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

        SUBPART 4.7.    Counterparts.    This Amendment No. 6 may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment No. 6 by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.

        SUBPART 4.8.    Entirety.    This Amendment No. 6, the Amended Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.

        SUBPART 4.9.    Governing Law.    THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AMENDMENT NO. 6 SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.


        SUBPART 4.10.    Successors and Assigns.    This Amendment No. 6 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

        SUBPART 4.11    Waiver; Ratification and Reaffirmation.    The Lenders hereby waive the Covenant Default, if any exists on the Amendment No. 6 Effective Date. Each Credit Party hereby ratifies the Credit Documents to which it is a party and acknowledges and reaffirms (a) that it is bound by all terms of such Credit Documents (as amended hereby) applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations under such Credit Documents.

[remainder of page intentionally left blank]

        IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment No. 6 to be duly executed and delivered by their proper and duly authorized officer as of the day and year first above written.


BORROWER:
 
NATIONAL EQUIPMENT SERVICES, INC.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

SUBSIDIARY
GUARANTORS:
 
NES EQUIPMENT SERVICES CORPORATION

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
REBEL STUDIO RENTALS, INC.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES SHORING ACQUISITION, INC.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES MANAGEMENT SERVICE CORPORATION

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES PARTNERS, INC.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES COMPANIES, L.P.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
FALCONITE REBUILD CENTER, INC.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES INDIANA PARTNERS, INC.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES EQUIPMENT RENTAL, L.P.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES TRAFFIC SAFETY, L.P.

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

 
 
NES EQUIPMENT SERVICES, INC. OF CANADA

 
 
By:
/s/  MICHAEL D. MILLIGAN      
    Name: Michael D. Milligan
    Title: Senior Vice President

AGENT AND LENDERS:
 
WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly First Union National Bank), as Agent and as a Lender

 
 
By:
/s/  ERIC BUTLER      
    Name: Eric Butler
    Title: Managing Director

 
 
COMERICA BANK, as a Lender

 
 
By:
/s/  LISA DAVIDSON MCKINNON      
    Name: Lisa Davidson McKinnon
    Title: Vice President

 
 
THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender

 
 
By:
/s/  JOHN F. BOHAN      
    Name: John F. Bohan
    Title: Vice President

 
 
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as a Lender

 
 
By:
/s/  JAY S. LEWIS      
    Name: Jay S. Lewis
    Title: Officer

 
 
US BANK, NATIONAL ASSOCIATION, as a Lender

 
 
By:
/s/  DARYL HAGSTROM      
    Name: Daryl Hagstrom
    Title: Vice President

 
 
TRANSAMERICA BUSINESS CAPITAL CORPORATION,
as a Lender

 
 
By:
/s/  ARI KAPLAN      
    Name: Ari Kaplan
    Title: Vice President

 
 
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,
as a Lender

 
 
By:
/s/  JASON DEEGAN      
    Name: Jason Deegan
    Title: AVP

 
 
PNC BANK, NATIONAL ASSOCIATION, as a Lender

 
 
By:
/s/  S.B. WINICEK      
    Name: S.B. Winicek
    Title: Vice President

 
 
COMPASS BANK, as a Lender

 
 
By:
/s/  ARLENE STACKHOUSE      
    Name: Arlene Stackhouse
    Title: Senior Vice President

 
 
FLEET NATIONAL BANK, as a Lender

 
 
By:
/s/  WILLIAM R. TOMMINS      
    Name: William R. Tommins
    Title: Senior Vice President

 
 
LASALLE BANK NATIONAL ASSOCIATION, as a Lender

 
 
By:
/s/  DAVID A. CHAIHA      
    Name: David A. Chaiha
    Title: Vice President

 
 
CITICORP DEL-LEASE, INC., as a Lender

 
 
By:
/s/  NEIL MARIN      
    Name: Neil Marin
    Title: Vice President

 
 
KEY CORPORATE CAPITAL INC., as a Lender

 
 
By:
/s/  BRUCE F. SOWALSKIE      
    Name: Bruce F. Sowalskie
    Title: Vice President

 
 
THE PROVIDENT BANK, as a Lender

 
 
By:
/s/  STEVE TOWVELKE      
    Name: Steve Towvelke
    Title: Senior Vice President

 
 
HARRIS TRUST AND SAVINGS BANK, as a Lender

 
 
By:
/s/  RONALD V. REDD      
    Name: Ronald V. Redd
    Title: Vice President

 
 
CITIZENS BUSINESS CREDIT CORPORATION,
a Division of Citizens Leasing Corporation, as a Lender

 
 
By:
/s/  LEVI K. SCHATZ      
    Name: Levi K. Schatz
    Title: Vice President

 
 
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, as a Lender

 
 
By:
/s/  JOHN FAY      
    Name: John Fay
    Title: Vice President

 
 
By:
/s/  JOHN S. RENNION      
    Name: John S. Rennion
    Title: Managing Director

 
 
MIZUHO CORPORATE BANK, LTD.
(formerly The Fuji Bank, Limited), as a Lender

 
 
By:
/s/  NOBUCKI KOIKE      
    Name: Nobucki Koike
    Title: Senior Vice President

 
 
NATIONAL CITY BANK, as a Lender

 
 
By:
/s/  ANDREW PERNSTEINER      
    Name: Andrew Pernsteiner
    Title: Account Officer

 
 
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

 
 
By:
/s/  W. JEROME MCDERMOTT      
    Name: W. Jerome McDermott
    Title: Duly Authorized Signatory

 
 
UNION BANK OF CALIFORNIA, N.A., as a Lender

 
 
By:
/s/  J. SCOTT JESSUN      
    Name: J. Scott Jessun
    Title: Vice President

 
 
REGIONS BANK, as a Lender

 
 
By:
/s/  TAMMY M. FOSHEE      
    Name: Tammy M. Foshee
    Title: Assistant Vice President

 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

 
 
By:
/s/  PHILIP N. SALIBA      
    Name: Philip N. Saliba
    Title: Vice President

 
 
DEUTSCHE FINANCIAL SERVICE CORPORATION, as a Lender

 
 
By:
/s/  J. KINFREOU      
    Name: J. Kinfreou
    Title: VP

 
 
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender

 
 
By:
/s/  THOMAS R. BRADY      
    Name: Thomas R. Brady
    Title: Director

 
 
By:
/s/  JAMES M. GALLAGHER      
    Name: James M. Gallagher
    Title: Director

 
 
ALLFIRST BANK, as a Lender

 
 
By:
/s/  MARK X. FIDATI      
    Name: Mark X. Fidati
    Title: Vice President

 
 
WASHINGTON MUTUAL BANK
(formerly Dime Commercial Corp.), as a Lender

 
 
By:
/s/  DEBORAH E. SAFFIE      
    Name: Deborah E. Saffie
    Title: Vice President

 
 
SOVEREIGN BANK, as a Lender

 
 
By:
/s/  ROBERT E. COOK      
    Name: Robert E. Cook
    Title: Vice President

 
 
GMAC COMMERCIAL CREDIT LLC, as a Lender

 
 
By:
/s/  DAVID J. KANTES      
    Name: David J. Kantes
    Title: President, Special Assets Division

 
 
HARBOUR TOWN FUNDING TRUST, as a Lender

 
 
By:
/s/  DIANA L. MUSHILL      
    Name: Diana L. Mushill
    Title: Authorized Agent

 
 
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

 
 
SANKATY HIGH YIELD PARTNERS III, L.P.

 
 
By:
/s/  DIANE J. EXTER      
    Name: Diane J. Exter
    Title: Managing Director, Portfolio Manager

 
 
SANKATY ADVISORS, LLC as Collateral Manager for
GREAT POINT CLO 1999-1, LTD., as Term Lender

 
 
By:
/s/  DIANE J. EXTER      
    Name: Diane J. Exter
    Title: Managing Director, Portfolio Manager


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