EX-10 3 ex1092.txt SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.9.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of May 3, 2002 (this "Amendment"), is among WINN-DIXIE STORES, INC. (the "Borrower"), the --------- -------- Lenders (as defined below) signatories hereto and WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to First Union National Bank), 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, certain financial institutions and other Persons (such capitalized term and other capitalized terms used in these recitals to have the meanings set forth or defined by reference in Part I below) from time to time parties thereto (collectively, the "Lenders"), the Administrative Agent, ------- Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated ("ML & ---- Co."), as the Syndication Agent, Harris Trust and Savings Bank, Fleet National -- Bank and Credit Lyonnais New York Branch, as the Documentation Agents, and First Union Securities, Inc. (doing business as Wachovia Securities) and ML & Co., as joint lead Arrangers, are parties to the Credit Agreement, dated as of March 29, 2001 (as modified prior to the date hereof by the First Amendment dated as of March 14, 2002, the "Existing Credit Agreement", and together with this --------------------------- Amendment, the "Credit Agreement"); ---------------- WHEREAS, the Borrower has requested that the Lenders amend the Existing Credit Agreement as set forth below; and WHEREAS, the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Existing Credit Agreement in certain respects; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows: PART I DEFINITIONS SUBPART 1.1. Certain Definitions. The following terms (whether or not -------------------- underscored) when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof): "Administrative Agent" is defined in the preamble. -------------------- -------- "Amendment" is defined in the preamble. --------- -------- "Borrower" is defined in the preamble. -------- -------- "Credit Agreement" is defined in the first recital. ---------------- ------------- "Existing Credit Agreement" is defined in the first recital. ------------------------- ------------- "Second Amendment Effective Date" is defined in Subpart 4.1. ------------------------------- ----------- "Lenders" is defined in the first recital. ------- ------------- "ML & Co." is defined in the first recital. -------- ------------- SUBPART 1.2. Other Definitions. Terms for which meanings are provided ------------------ in the Existing Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings. PART II AMENDMENTS Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part; except as so amended or otherwise modified by this Amendment, the Existing Credit Agreement and the Loan Documents shall continue in full force and effect in accordance with their terms. SUBPART 2.1. Amendment to Article I. Article I of the Existing Credit ---------------------- Agreement is hereby amended in accordance with Subparts 2.1.1 through 2.1.3. -------------- ----- SUBPART 2.2.1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions therein in the appropriate alphabetical order: "Fort Worth Division" means all plants, warehouses, stores, equipment, ------------------- inventory and related assets and properties of the Borrower and its Subsidiaries located in Texas or Oklahoma. "Second Amendment" means the Second Amendment, dated as of May 3, 2002, ---------------- to this Agreement among the Borrower, the Administrative Agent and the Lenders parties thereto. "Second Amendment Effective Date" is defined in Subpart 4.1 of the ------------------------------- ----------- Second Amendment. SUBPART 2.2.2. Section 1.1 of the Existing Credit Agreement is hereby further amended by amending the definition of "EBITDA" appearing therein by (a) deleting the word "and" appearing immediately prior to subclause (v) thereof and (b) inserting the following immediately after subclause (v) thereof: ", and (vi) non-recurring restructuring and other non-recurring charges and a non-recurring inventory write-down relating to the Borrower and its Subsidiaries' divestiture of the Fort Worth Division disclosed in writing to the Lenders prior to the Second Amendment Effective Date." 2 SUBPART 2.2.3. Section 1.1 of the Existing Credit Agreement is hereby further amended by amending the definition of "Tangible Net Worth" appearing therein by inserting the phrase "; provided, that such calculation shall exclude -------- any impact upon the consolidated stockholders' equity of the Borrower and its Subsidiaries resulting from their divestiture of the Fort Worth Division" immediately prior to the punctuation mark "." in the fourth line thereof. SUBPART 2.2. Amendment to Article VII. Article VII of the Existing --------------------------- Credit Agreement is hereby amended in accordance with Subpart 2.2.1. ------------- SUBPART 2.2.1. Clause (b) of Section 7.2.11 of the Existing Credit Agreement is hereby amended by inserting the phrase "; provided, that assets -------- sold during the 2002 Fiscal Year shall not account for usage of such $200,000,000 basket" immediately prior to the punctuation mark ";" at the end of subclause (i) thereof. PART III LIMITED WAIVER TO CREDIT AGREEMENT SUBPART 3.1. Effective on (and subject to the occurrence of) the Second Amendment Effective Date, in connection with Dispositions made pursuant to Section 7.2.11(b) of the Existing Credit Agreement and completed, or to be completed, during the 2002 Fiscal Year, the Lenders waive compliance with Section 7.2.11(b)(i) of the Existing Credit Agreement restricting the aggregate fair market value, as well as the aggregate book value, of all assets Disposed of in any Fiscal Year to a maximum of $50,000,000 for (and only for) the 2002 Fiscal Year; provided, that such Dispositions completed following the Second -------- Amendment Effective Date shall be deemed to have fully utilized the remaining available balance, if any, as of the Second Amendment Effective Date for the 2002 Fiscal Year under such $50,000,000 basket. Except as so waived, the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with their terms. PART IV CONDITIONS TO EFFECTIVENESS SUBPART 4.1. Effectiveness. This Amendment and the amendments contained ------------- herein shall become effective on the date (the "Second Amendment Effective ---------------------------- Date") when each of the conditions set forth in this Part shall have been ---- fulfilled to the satisfaction of the Administrative Agent. SUBPART 4.2.1. Execution of Counterparts. The Administrative Agent -------------------------- shall have received counterparts of this Amendment, duly executed and delivered on behalf of each Borrower, the Administrative Agent and the Required Lenders. SUBPART 4.2.2. Amendment Fee. The Administrative Agent shall have -------------- received by no later than 12:00 noon (New York time), May 6, 2002, for the account of each Lender having delivered an executed counterpart of this Amendment by no later than 5:00 p.m. (New York time), May 3, 2002, an amendment fee in an aggregate amount equal to .10% of the sum of each such Lender's Percentage of (a) the aggregate 364 Day Revolving Loan Commitment Amount plus (b) the aggregate Five Year Revolving Loan Commitment Amount plus (c) the aggregate outstanding principal amount of the Term Loans (in each case, after giving effect to this Amendment). 3 SUBPART 4.2.3. Legal Details, etc. All documents executed or submitted ------------------- pursuant hereto shall be satisfactory in form and substance to the Administrative Agent and its counsel. The Administrative Agent and its counsel shall have received all information and such counterpart originals or such certified or other copies or such materials as the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the transactions contemplated by this Amendment shall be satisfactory to the Administrative Agent and its counsel. PART V MISCELLANEOUS; REPRESENTATIONS AND COVENANTS SUBPART 5.1. Continuing Effectiveness, etc. As amended hereby, the ------------------------------- Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the Second Amendment Effective Date, all references in the Credit Agreement and each other Loan Document to the "Credit Agreement" shall refer to the Existing Credit Agreement, after giving effect to this Amendment, and this Amendment shall be a Loan Document for all purposes. The Borrower hereby confirms its obligations under Section 10.3 of the Credit Agreement to pay all fees and expenses of the Administrative Agent in connection with this Amendment and other ongoing administration of the Credit Agreement since the last invoice it received, including reasonable fees and other charges of Shearman & Sterling in connection therewith. SUBPART 5.2. Amendment Fee. The Borrower shall deliver to the -------------- Administrative Agent by no later than 12:00 noon (New York time), May 13, 2002, for the account of each Lender having delivered an executed counterpart of this Amendment on or after May 6, 2002 but prior to 5:00 p.m. (New York time), May 10, 2002, an amendment fee in an amount equal to .05% of the sum of each such Lender's Percentage of (a) the aggregate 364 Day Revolving Loan Commitment Amount plus (b) the aggregate Five Year Revolving Loan Commitment Amount plus (c) the aggregate outstanding principal amount of the Term Loans (in each case, after giving effect to this Amendment). SUBPART 5.3. Counterparts. This Amendment may be executed in any number ------------ of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. SUBPART 5.4. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER ------------- AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. SUBPART 5.5. Successors and Assigns. This Amendment shall be binding upon ---------------------- the Borrower, the Lenders and the Agents and their respective successors and assigns, and shall inure to their successors and assigns. 4 SUBPART 5.6. Representations and Warranties. In order to induce the -------------------------------- Lenders to execute and deliver this Amendment, the Borrower represents and warrants to the Agents, the Lenders and the Issuer that, after giving effect to the terms of this Amendment, the following statements are true and correct: (a) the representations and warranties set forth in Article VI of the Existing Credit Agreement and in the other Loan Documents are true and correct on the Second Amendment Effective Date as if made on the Second Amendment Effective Date and after giving effect to the Second Amendment (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); (b) as of the Second Amendment Effective Date, no Dispositions pursuant to Section 7.2.11(b) of the Existing Credit Agreement have been completed by the Borrower and its Subsidiaries during the 2002 Fiscal Year; and (c) no Default has occurred and been continuing. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective authorized officers as of the day and year first above written. WINN-DIXIE STORES, INC. By: /S/ KELLIE D. ROSS ------------------ KELLIE D. ROSS Title: Vice President Strategic Planning and Treasurer LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender By: /S/ THOMAS M. HARPER ---------------- Name: THOMAS M. HARPER Title: Senior Vice President ADDISON CDO, LIMITED (ACCT 1279) By: Pacific Investment Management Company LLC, as its Investment Advisor By:/S/ MOHAN V. PHANSALKAR ------------------- Name: MOHAN V. PHANSALKER Title: Executive Vice President AERIES FINANCE-II LTD. By: INVESCO SENIOR SECURED MANAGEMENT, INC. AS SUB- MANAGING AGENT By: /S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO SENIOR SECURED MANAGEMENT, INC. AS ATTORNEY IN FACT By: /S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: Authorized Signatory 6 BANGKOK BANK PUBLIC COMPANY LIMITED By:/S/ PIYARATANA CONDRON ------------------ Name: PIYARATANA CONDRON Title: Vice President BANK OF MONTREAL By:/S/ S. VALIA -------- Name: S. VALIA Title: MD CAPTIVA III FINANCE LTD. (ACCT. 275) AS ADVISED BY PACIFIC INVESTMENT MANAGEMENT COMPANY LLC By:/S/ DAVID DYER ---------- Name: DAVID DYER Title: DIRECTOR CAPTIVA IV FINANCE LTD. (ACCT. 1275) AS ADVISED BY PACIFIC INVESTMENT MANAGEMENT COMPANY LLC By:/S/ DAVID DYER ---------- Name: DAVID DYER Title: DIRECTOR CERES II FINANCE LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS SUB-MANAGING AGENT (FINANCIAL) By:/S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: AUTHORIZED SIGNATORY 7 CHARTER VIEW PORTFOLIO BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR By:/S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: AUTHORIZED SIGNATORY CHEVY CHASE BANK, F.S.B. By:/S/ DORY HALATI ----------- Name: DORY HALATI Title: VICE PRESIDENT CIBC By:/S/ DOMINIC J. SORRESSO ------------------- Name: DOMINIC J. SORRESSO Title: EXECUTIVE DIRECTOR CIBC WORLD MARKETS CORP., AS AGENT CITADEL HILL 2000, LTD By:/S/ STEPHEN LOCKHART ---------------- Name: STEPHEN LOCKHART Title: AUTHORIZED SIGNATORY CLYDESDALE CLO 2001-1, LTD BY: NOMURA CORPORATE RESEARCH AND ASSET MANGEMENT INC. AS COLLATERAL MANAGER By:/S/ RICHARD W. STEWART ------------------ Name: RICHARD W. STEWART Title: DIRECTOR 8 COBANK, ACB By:/S/ S. RICHARD DILL --------------- Name: S. RICHARD DILL Title: VICE PRESIDENT COMPASS BANK By:/S/ K. KEELY WAGGONER ----------------- Name: K. KEELY WAGGONER Title: VICE PRESIDENT COSTANTINUS EATON VANCE CDO V, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT CREDIT LYONNAIS NEW YORK BRANCH By:/S/ ATTILA KOC ---------- Name: ATTILA KOC Title: SENIOR VICE PRESIDENT CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC. AS: ATTORNEY-IN-FACT AND ON BEHALF OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AS PORTFOLIO MANAGER By:/S/ PETER M. CAMPO -------------- Name: PETER M. CAMPO Title: ASSOCIATE 9 CYPRESSTREE INVESTMENT PARTNERS I, LTD BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC., AS PORTFOLIO MANAGER By:/S/ PETER M. CAMPO -------------- Name: PETER M. CAMPO Title: ASSOCIATE CYPRESSTREE INVESTMENT PARTNERS II, LTD BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC., AS PORTFOLIO MANAGER By:/S/ PETER M. CAMPO -------------- Name: PETER M. CAMPO Title: ASSOCIATE DELANO COMPANY (ACCT 274) BY: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC., AS ITS INVESTMENT ADVISOR By:/S/ MOHAN V. PHANSALKAR ------------------- Name: MOHAN V. PHANSALKAR Title: EXECUTIVE VICE PRESIDENT DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE By:/S/ JOHN P. THACKER --------------- Name: JOHN P. THACKER Title: CHIEF CREDIT OFFICER 10 DIVERSIFIED CREDIT PORTFOLIO LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR By:/S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: AUTHORIZED SIGNATORY EAST WEST BANK By:/S/ NANCY S. MOORE -------------- Name: NANCY S. MOORE Title: SENIOR VICE PRESIDENT EATON VANCE CDO III.LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE CDO IV, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT 11 EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT ELT LTD. By:/S/ DIANA L. MUSHILL ---------------- Name: DIANA L. MUSHILL Title: AUTHORIZED AGENT FIRSTAR BANK, N.A. By:/S/ DEREK S. ROUDEBUSH ------------------ Name: DEREK S. ROUDEBUSH Title: VICE PRESIDENT FLAGSHIP CLO 2001-1 BY: FLAGSHIP CAPITAL MANAGEMENT, INC. By:/S/ ERIC S. MEYER ------------- Name: ERIC S. MEYER Title: DIRECTOR FRANKLIN CLO II, LTD By:/S/ RICHARD D'ADDARIO ----------------- Name: RICHARD D'ADDARIO Title: SENIOR VICE PRESIDENT FRANKLIN FLOATING RATE DAILY ACCESS FUND By:/S/ RICHARD D'ADDARIO ----------------- Name: RICHARD D'ADDARIO Title: SENIOR VICE PRESIDENT 12 FRANKLIN FLOATING RATE MASTER SERIES By:/S/ RICHARD D'ADDARIO ----------------- Name: RICHARD D'ADDARIO Title: SENIOR VICE PRESIDENT FRANKLIN FLOATING RATE TRUST By:/S/ RICHARD D'ADDARIO ----------------- Name: RICHARD D'ADDARIO Title: SENIOR VICE PRESIDENT GENERAL ELECTRIC CAPITAL CORPORATION By:/S/ ROBERT M. KADLICK ----------------- Name: ROBERT M. KADLICK Title: DULY AUTHORIZED SIGNATORY GMAC BUSINESS CREDIT, LLC By:/S/ CRAIG NAILITT ------------- Name: CRAIG NAILITT Title: ASSISTANT VICE PRESIDENT GRAYSON & COMPANY BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT GRAYSTON CLO 2001-1 LTD. BY: BEAR STEARNS ASSET MANAGEMENT AS ITS COLLATERAL MANAGER By:/S/ NJALL ROSENZWEIG ---------------- Name: NJALL ROSENZWEIG Title: ASSOCIATE DIRECTOR 13 HARBOURVIEW CDO II LTD, FUND By:/S/ DAVID FOXHOVEN -------------- Name: DAVID FOXHOVEN Title: A.V.P. HARCH CLO I, LTD. By:/S/ MICHAEL E. LEWITT ----------------- Name: MICHAEL E. LEWITT Title: AUTHORIZED SIGNATORY HARRIS TRUST AND SAVINGS BANK, AS DOCUMENTATION AGENT AND AS A LENDER By:/S/ SCOTT PLACE ----------- Name: SCOTT PLACE Title: VICE PRESIDENT HELLER FINANCIAL, INC. By:/S/ ROBERT M. KADLICK ----------------- Name: ROBERT M. KADLICK Title: DULY AUTHORIZED SIGNATORY IKB CAPITAL CORPORATION By:/S/ DAVID SNYDER ------------ Name: DAVID SNYDER Title: PRESIDENT INDOSUEZ CAPITAL FUNDING III, LIMITED BY: INDOSUEZ CAPITAL AS PORTFOLIO ADVISOR By:/S/ CHARLES KOBAYASHI ----------------- Name: CHARLES KOBAYASHI Title: PRINCIPAL AND PORTFOLIO MANAGER 14 INDOSUEZ CAPITAL FUNDING VI, LIMITED BY: INDOSUEZ CAPITAL AS COLLATERAL MANAGER By:/S/ CHARLES KOBAYASHI ----------------- Name: CHARLES KOBAYASHI Title: PRINCIPAL AND PORTFOLIO MANAGER INDOSUEZ CAPITAL FUNDING IV, L.P., BY: RBC LEVERAGED CAPITAL AS PORTFOLIO ADVISOR By:/S/ MELISSA MARANO -------------- Name: MELISSA MARANO Title: DIRECTOR ING PRIME RATE TRUST BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By:/S/ JEFFREY A. BAKALAR ------------------ Name: JEFFREY A. BAKALAR Title: SENIOR VICE PRESIDENT INVESCO CBO 2000-1 LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS PORTFOLIO ADVISOR By:/S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: AUTHORIZED SIGNATORY INVESCO EUROPEAN CDO I.S.A. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS COLLATERAL MANAGER By:/S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: AUTHORIZED SIGNATORY 15 JPMORGAN CHASE BANK, AS TRUSTEE OF THE ANTARES FUNDING TRUST CREATED UNDER TRUST AGREEMENT DATED AS OF NOVEMBER 30, 1999 By:/S/ LESLIE HUNDLEY -------------- Name: LESLIE HUNDLEY Title: OFFICER LCM I LIMITED PARTNERSHIP BY: LYON CAPITAL MANAGEMENT LLC AS ATTORNEY IN FACT By:/S/ MARK A. CAMPELLONE ------------------ Name: MARK A. CAMPELLONE Title: SENIOR PORTFOLIO MANAGER MERRILL LYNCH CAPITAL CORPORATION By:/S/ MICHAEL E. O'BRIEN ------------------ Name: MICHAEL E. O'BRIEN Title: VICE PRESIDENT ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By:/S/ JEFFREY A. BAKALAR ------------------ Name: JEFFREY A. BAKALAR Title: SENIOR VICE PRESIDENT ML CLO XX PILGRIM AMERICA (CAYMAN) LTD, BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By:/S/ JEFFREY A. BAKALAR ------------------ Name: JEFFREY A. BAKALAR Title: SENIOR VICE PRESIDENT 16 MOUNTAIN CAPITAL CLO 1 LTD. By:/S/ DARREN P. RILEY --------------- Name: DARREN P. RILEY Title: DIRECTOR MOUNTAIN CAPITAL CLO 11 LTD. By:/S/ DARREN P. RILEY --------------- Name: DARREN P. RILEY Title: DIRECTOR NATEXIS BANQUES POPULAIRES By:/S/ FRANK H. MADDEN, JR. ----------------- Name: FRANK H. MADDEN, JR. Title: VICE PRESIDENT & GROUP MANAGER By:/S/ KRISTEN BRAINARD ----------------- Name: KRISTEN BRAINARD Title: ASSOCIATE NOMURA BOND & LOAN FUND BY: UFJ TRUST COMPANY OF NEW YORK AS TRUSTEE BY: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., ATTORNEY IN FACT By:/S/ RICHARD W. STEWART ----------------- Name: RICHARD W. STEWART Title: DIRECTOR NOVA CDO 2001, LTD. By:/S/ TYLER LINDBLAD -------------- Name: TYLER LINDBLAD Title: DIRECTOR 17 OAK HILL CREDIT PARTNERS I LIMITED BY: OAK HILL CLO MANAGEMENT, LLC AS INVESTMENT MANAGER By:/S/ SCOTT D. KRASE -------------- Name: SCOTT D. KRASE Title: AUTHORIZED SIGNATORY OAK HILL SECURITIES FUND, L.P. BY: OAK HILL SECURITES GENPAR, L.P. ITS GENERAL PARTNER BY: OAK HILL SECURITIES MGP, INC., ITS GENERAL PARTNER By:/S/ SCOTT D. KRASE -------------- Name: SCOTT D. KRASE Title: AUTHORIZED SIGNATORY OAK HILL SECURITIES FUND II, L.P. BY: OAK HILL SECURITES GENPAR II, L.P. ITS GENERAL PARTNER BY: OAK HILL SECURITIES MGP II, INC., ITS GENERAL PARTNER By:/S/ SCOTT D. KRASE -------------- Name: SCOTT D. KRASE Title: AUTHORIZED SIGNATORY OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT 18 PACIFICA PARTNERS I, LP BY IMPERIAL CREDIT ASSET MANAGEMENT AS ITS INVESTMENT MANAGER By:/S/ DEAN K. KAWAI ------------- Name: DEAN K. KAWAI Title: VICE PRESIDENT PILGRAM CLO 1999-1 LTD. BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By:/S/ JEFFREY A. BAKALAR ------------------ Name: JEFFREY A. BAKALAR Title: SENIOR VICE PRESIDENT PINEHURST TRADING, INC. By:/S/ DIANA L. MUSHILL ---------------- Name: DIANA L. MUSHILL Title: ASSISTANT VICE PRESIDENT BY: ING INVESTMENTS, LLC AS ITS INVESTMENT MANAGER By:/S/ JEFFREY A. BAKALAR ------------------ Name: JEFFREY A. BAKALAR Title: SENIOR VICE PRESIDENT RIVIERA FUNDING LLC By:/S/ DIANA L. MUSHILL ---------------- Name: DIANA L. MUSHILL Title: ASSISTANT VICE PRESIDENT 19 ROYALTON COMPANY (ACCT 280) BY: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, AS ITS INVESTMENT ADVISOR By:/S/ MOHAN V. PHANSALKAR ------------------- Name: MOHAN V. PHANSALKAR Title: EXECUTIVE VICE PRESIDENT SALOMON BROTHERS HOLDING COMPANY, INC. By:/S/ PIERCE BATROUNI --------------- Name: PIERCE BATROUNI SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR By:/S/ PAYSON F. SWAFFIELD ------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT SEQUILS-LIBERTY, LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS COLLATERAL MANAGER By:/S/ ANNE M. MCCARTHY ------------------- Name: ANNE M. MCCARTHY Title: AUTHORIZED SIGNATORY SEQUILS-MAGNUM, LTD. (#1280) BY: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, AS ITS INVESTMENT ADVISOR By:/S/ MOHAN V. PHANSALKAR ------------------- Name: MOHAN V. PHANSALKAR Title: EXECUTIVE VICE PRESIDENT 20 STANWICH LOAN FUNDING LLC By:/S/ DIANA L. MUSHILL ---------------- Name: DIANA L. MUSHILL Title: ASSISTANT VICE PRESIDENT THE SUMITOMO TRUST & BANKING CO., LTD. NEW YORK BRANCH By:/S/ ELIZABETH A. QUIRK ------------------ Name: ELIZABETH A. QUIRK Title: VICE PRESIDENT SUNTRUST BANK By:/S/ ELLYN RIVKEES ------------- Name: ELLYN RIVKEES Title: DIRECTOR SUP PROVIDENT By:/S/ STEVE TOUVLLE ------------- Name: STEVE TOUVLLE TAIPEI BANK By:/S/ SOPHIA JING ----------- Name: SOPHIA JING Title: VP & GENERAL MANAGER TAIPEI BANK, NY AGENCY TEXTRON FINANCIAL CORPORATION By:/S/ NAOTO HYASHIDA -------------- Name: NAOTO HYASHIDA Title: DIRECTOR 21 TORONTO DOMINION (NEW YORK), INC. By:/S/ SUSAN K. STRONG --------------- Name: SUSAN K. STRONG Title: VICE PRESIDENT TRANSMERICA BUSINESS CAPITAL CORPORATION (AS SUCCESSOR IN INTEREST TO TRANSAMERICA BUSINESS CREDIT CORPORATION) By:/S/ STEVE GOETSCHINUS ----------------- Name: STEVE GOETSCHIUS Title: SENIOR VICE PRESIDENT TRITON CBO III, LIMITED BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS INVESTMENT ADVISOR By:/S/ ANNE M. MCCARTHY ---------------- Name: ANNE M. MCCARTHY Title: AUTHORIZED SIGNATORY