Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Railamerica, Inc. Form 10-K405 Dated 12/31/00 78 368K
2: EX-3.3 Amendment Certificate of Incorporation 1 7K
3: EX-10.77 Waiver & Amendment No.1 to Credit Agreement 70 60K
4: EX-10.78 Waiver & Amendment No.2 to Credit Agreement 61 52K
5: EX-10.79 Employment Agreement/ Gary O. Marino 9 56K
6: EX-21.1 Subsidiaries of the Company 2 11K
7: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 7K
8: EX-23.2 Consent of Arthur Andersen Langton Clarke 1 8K
EX-10.78 — Waiver & Amendment No.2 to Credit Agreement
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EXHIBIT 10.78
WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT
This WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of
December 12, 2000 (as amended, supplemented, amended and restated or otherwise
modified from time to time, this "AMENDMENT"), is made by and among RAILAMERICA,
INC., a Delaware corporation ("HOLDINGS"), PALM BEACH RAIL HOLDING, INC., a
Delaware corporation and a wholly owned Subsidiary of Holdings ("INTERMEDIATE
HOLDINGS"), RAILAMERICA TRANSPORTATION CORP., a newly-formed Delaware
corporation and a wholly owned Subsidiary of Intermediate Holdings (the
"Company"), RAILINK, LTD., a corporation organized and existing under the laws
of the Province of Alberta, Canada (the "CANADIAN BORROWER") and FREIGHT
VICTORIA LIMITED, a corporation organized and existing under the laws of
Australia (the "AUSTRALIAN BORROWER" and, together with the Company and the
Canadian Borrower, the "BORROWERS"), and the Required Lenders (as defined in the
Credit Agreement).
W I T N E S S E T H:
WHEREAS, Holdings, Intermediate Holdings, the Borrowers, the various
financial institutions and other Persons from time to time parties thereto (the
"LENDERS"), DLJ Capital Funding, Inc., as the Syndication Agent for the Lenders,
the Lead Arranger and the Sole Book Running Manager and The Bank of Nova Scotia,
as Administrative Agent for the Lenders and ING (U.S.) Capital LLC and Fleet
National Bank, each a documentation agent for the Lenders, have heretofore
entered into the Credit Agreement, dated as of February 4, 2000 (as heretofore
amended, the "CREDIT AGREEMENT");
WHEREAS, pursuant to Section 11.1 of the Credit Agreement, the
provisions of the Credit Agreement can be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to by Holdings,
Intermediate Holdings, the Borrowers (each an "OBLIGOR", and collectively the
"OBLIGORS") and the Required Lenders;
WHEREAS, the Obligors desire to have the Lenders, subject to the
conditions and on the terms set forth below, waive certain limitations set forth
in Sections 7.2.2, 7.2.5 and 7.2.15 of the Credit Agreement to the extent, but
only to the extent to permit the Permitted Sale Leaseback; and
WHEREAS, the Obligors desire to have the Lenders, subject to the
conditions and on the terms set forth below, amend Section 7.2.11 of the Credit
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined or the context otherwise requires, terms for
which meanings are provided in the Credit Agreement shall have such meanings
when used in this Amendment.
ARTICLE II
WAIVER OF CERTAIN PROVISIONS OF THE
CREDIT AGREEMENT AS OF THE AMENDMENT NO. 2 EFFECTIVE DATE
Effective on (and subject to the occurrence of) the Amendment No. 2
Effective Date, and in reliance upon the representations and warranties made
herein, certain terms and provisions of the Credit Agreement are hereby waived,
but only to the extent set forth in this ARTICLE II. Except as expressly so
waived, or as otherwise amended hereby, the Credit Agreement shall continue in
full force and effect in accordance with its terms.
SUBPART 2.1. WAIVER OF CERTAIN PROVISIONS OF SECTIONS 7.2.2 AND 7.2.5.
The provisions of Sections 7.2.2 and 7.2.5 of the Credit Agreement are hereby
waived to the extent, but only to the extent, to permit Holdings and the
Borrower to incur guaranties and other Contingent Liabilities in respect of the
Permitted Sale Leaseback.
SUBPART 2.2. WAIVER OF CERTAIN PROVISIONS OF SECTION 7.2.15. The
provisions of Section 7.2.15 of the Credit Agreement that (i) limit allowable
Sale Leasebacks to $10,000,000 in the aggregate in any Fiscal Year and
$20,000,000 in the aggregate for the term of the Credit Agreement and (ii) limit
allowable Sale Leasebacks to only those transactions that are for fair market
value, are hereby waived to the extent, but only to the extent, to permit the
Permitted Sale Leaseback; PROVIDED, THAT:
(a) 100% of the Net Disposition Proceeds from the Permitted
Sale Leaseback be applied pursuant to clause (f) of Section 3.1.1 of
the Credit Agreement (without regard to the proviso in such clause
(f)); and
(b) the terms of any lease entered into with respect to the
Permitted Sale Leaseback shall have an initial term ending no earlier
than the Stated Maturity Date of the Term B Loans.
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ARTICLE III
AMENDMENTS TO CREDIT AGREEMENT
Subject to the conditions and on the terms set forth herein (including
satisfaction of the conditions set forth in ARTICLE IV), and in reliance on the
representations and warranties of the Borrowers contained herein, the Credit
Agreement is hereby amended, as of the date hereof, in accordance with SUBPART
3.1 and SUBPART 3.2; except as so amended, the Credit Agreement shall continue
in full force and effect.
SUBPART 3.1. AMENDMENTS TO ARTICLE I. Section 1.1 of the Credit
Agreement is hereby amended by inserting the following definitions in such
Section in the appropriate alphabetical sequence:
"AMENDMENT NO. 2" means that certain Waiver and Amendment No.
2 to Credit Agreement, dated as of December 12, 2000, among Holdings,
Intermediate Holdings, the Borrowers and the Lenders."
"AMENDMENT NO. 2 EFFECTIVE DATE' means December 12, 2000."
"PERMITTED SALE LEASEBACK'" means all Sale Leaseback
transactions entered into by the Borrower and/or one of its
Subsidiaries (i) on or prior to March 1, 2001, (ii) in an aggregate
value (to be determined by the greater of the net book value or the
fair market value) of the subject property not to exceed $40,000,000,
and (iii) which otherwise are permitted to be entered into under
Article II of Amendment No. 2.
SUBPART 3.2. AMENDMENT TO SECTION 7.2.11. Section 7.2.11 of the Credit
Agreement is hereby amended by (i) removing the word "or" from the end of clause
(e) and (ii) removing clause (f) of such Section and inserting the following
clauses (f) and (g):
"(f) a Disposition for fair market value (which does not
constitute a Disposition of all or a substantial part of the
Company's and its Subsidiaries' assets, taken as a whole)
(provided that the consideration to be received by the Company
or the Restricted Subsidiaries is at least 75% cash) and the
aggregate value (to be determined by the greater of net book
value or the fair market value) is not to exceed $50,000,000
in the aggregate in any Fiscal Year and $75,000,000 in the
aggregate for the term of this Agreement and the Net
Disposition Proceeds are applied pursuant to CLAUSE (F) of
SECTION 3.1.1, or (g) pursuant to a Permitted Sale Leaseback."
-3-
ARTICLE IV
CONDITIONS PRECEDENT
This Amendment (and the amendments, modifications and waivers contained
herein) shall become effective on the date (the "AMENDMENT NO. 2 EFFECTIVE
DATE") when each of the conditions set forth in this ARTICLE IV shall have been
fulfilled to the reasonable satisfaction of the Agents.
SUBPART 4.1. COUNTERPARTS AND LENDER CONSENTS. The Agents shall have
received counterparts hereof executed on behalf of the Obligors and the
Administrative Agent shall have confirmed to the Obligors and the Syndication
Agent that it has received from the Required Lenders their respective consents
hereto.
SUBPART 4.2. AMENDMENT FEE. The Agent shall have received, for the
account of each Lender that delivers an executed signature page to this
Amendment to the Syndication Agent prior to 5:00 p.m., New York City time,
December 12, 2000, an amendment fee in an amount equal to .15% of the sum of (i)
the outstanding principal amount of Term Loans owing to such Lender on such date
plus (ii) the product of such Lender's Percentage of the Commitment to make
Revolving Loans multiplied by the Revolving Loan Commitment Amount on such date.
SUBPART 4.3. OTHER COSTS AND EXPENSES. The Agent shall have received
all fees, costs and expenses due and payable pursuant to Sections 3.3 and 11.3
of the Credit Agreement to the extent then invoiced.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SUBPART 5.1. REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders to consent to the amendments and waiver contained herein and to enter
into this Amendment, each Obligor, jointly and severally, represents and
warrants as set forth below:
(a) After giving effect to this Amendment, the amendment and
waiver of certain provisions of the Credit Agreement do not impair the
validity, effectiveness or priority of the Liens granted pursuant to
any Loan Documents entered in to by any of the Borrowers (the "SECURITY
DOCUMENTS"), and such Liens continue unimpaired with the same priority
to secure repayment of all Obligations, whether heretofore or hereafter
incurred. The amendment and waiver of certain provisions of the Credit
Agreement effected pursuant to this Amendment do not require that any
new filings be made or other action taken to perfect or to maintain the
perfection of such Liens. The position of the Lenders with respect to
such Liens, the Collateral (as defined in the Security Documents) in
which a security interest was granted pursuant to the Security
Documents, and the ability of the Administrative Agent to realize upon
such Liens pursuant to the terms of the Security Documents have not
been adversely affected in any
-4-
material respect by the amendment and waiver of certain provisions of
the Credit Agreement effected pursuant to this Amendment or by the
execution, delivery, performance or effectiveness of this Amendment.
(b) Each Obligor reaffirms as of the Amendment No. 2 Effective
Date such Person's respective covenants and agreements contained in the
Credit Agreement, each Security Document to which such Person is a
party, including, in each case, as such covenants and agreements may be
modified by this Amendment. Each such Obligor further confirms that
each such Loan Document to which such Person is a party is and shall
continue to be in full force and effect and the same are hereby
ratified, approved and confirmed in all respects, except that upon the
occurrence of the Amendment No. 2 Effective Date, all references in
such Loan Documents to the "Credit Agreement", "Loan Documents",
"thereunder", "thereof", "therein" or words of like or similar import
shall mean and be a reference to the Credit Agreement and the Loan
Documents as amended hereby.
(c) Both before and immediately after giving effect to this
Amendment the representations and warranties set forth in Article VI of
the Credit Agreement (excluding, however, those contained in Section
6.15 of the Credit Agreement) and each other Loan Document are, in each
case, true and correct (unless stated to related solely to an earlier
date, in which case such representations and warranties shall be true
and correct as of such earlier date).
SUBPART 5.2. VALIDITY, ETC. This Amendment constitutes the legal, valid
and binding obligation of the Obligors enforceable in accordance with its terms
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
SUBPART 5.3. NO DEFAULT. Both immediately before and after giving
effect to this Amendment, no Default has occurred and is continuing as of the
date hereof and as of the Amendment No. 2 Effective Date.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SUBPART 6.1. RATIFICATION OF AND REFERENCES TO THE CREDIT AGREEMENT.
This Amendment shall be deemed to be an amendment to the Credit Agreement, and
the Credit Agreement, as amended hereby, is hereby ratified, approved and
confirmed in each and every respect. All references to the Credit Agreement in
any other document, instrument, agreement or writing shall hereafter be deemed
to refer to the Credit Agreement as amended hereby.
SUBPART 6.2. HEADINGS. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.
-5-
SUBPART 6.3. EXECUTION IN COUNTERPARTS. This Amendment 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.
SUBPART 6.4. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 6.5. GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK. This Amendment and the other Loan Documents constitute the
entire understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect
thereto.
-6-
IN WITNESS WHEREOF, the signatories hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
RAILAMERICA, INC.
By: /s/ MICHAEL HOWE
---------------------------------
Name: Michael Howe
Title: Vice President - Finance
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PALM BEACH RAIL HOLDING, INC.
By: /s/ MICHAEL HOWE
---------------------------------
Name: Michael Howe
Title: Vice President
-8-
RAILAMERICA TRANSPORTATION CORP.
By: /s/ MICHAEL HOWE
---------------------------------
Name: Michael Howe
Title: Vice President
-9-
FREIGHT VICTORIA LIMITED
By: /s/ MICHAEL HOWE
---------------------------------
Name: Michael Howe
Title: Vice President
-10-
RAILINK LTD.
By: /s/ MICHAEL HOWE
---------------------------------
Name: Michael Howe
Title: Vice President
-11-
AMARA-1 FINANCE, LTD. LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-advisor
By: /s/ GREGORY STOECKLE
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
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AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Advisor
By: /s/ GREGORY STOECKLE
-----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-13-
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Attorney in fact
By: /s/ GREGORY STOECKLE
------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-14-
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ GREGORY STOECKLE
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-15-
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial
By: /s/ GREGORY STOECKLE
----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-16-
KZH WATERSIDE LLC
By: /s/ KIMBERLY ROWE
--------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
-17-
KZH SHOSHONE LLC
By: /s/ KIMBERLY ROWE
--------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
-18-
KZH RIVERSIDE LLC
By: /s/ KIMBERLY ROWE
--------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
-19-
KZH PONDVIEW LLC
By: /s/ KIMBERLY ROWE
--------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
-20-
KZH ING-2 LLC
By: /s/ KIMBERLY ROWE
--------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
-21-
KZH ING-1 LLC
By: /s/ KIMBERLY ROWE
--------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
-22-
KZH ING-3 LLC
By: /s/ KIMBERLY ROWE
--------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
-23-
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ATTILA KOC
------------------------------------------
Name: ATTILA KOC
Title: SENIOR VICE PRESIDENT
-24-
BANK OF MONTREAL
By: /s/ S. VALIA
-----------------------
Name: S. VALIA
Title: MD
-25-
BANK ONE N.A.
By: /S/ GREGORY J. SJULLIE
---------------------------------------
Name: GREGORY J. SJULLIE
Title: VICE PRESIDENT
-26-
IN WITNESS WHEREOF, the signatories hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
Kemper Floating Rate Fund
By: /s/ KELLY E. BABSON
-----------------------
Kelly E. Babson
Managing Director
-27-
Wells Fargo Bank, N.A.
By: /S/ ANTHONY C. FRELS
-----------------------------------------
Name: Anthony C. Frels
Title: Vice President
-28-
PAM Capital Funding LP
By: Highland Capital Management, L.P. as
Collateral Manager
By: /s/ TODD TRAVERS
------------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
-29-
PAMCO Cayman Ltd.
By: Highland Capital Management L.P. as
Collateral Manager
By: /s/ TODD TRAVERS
------------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
-30-
By: /s/ JOSEPH P. DEVOE
-------------------------------------
Name: Joseph P. Devoe
Title: Vice President
-31-
TORONTO DOMINION (NEW YORK), INC.
By: /s/ STACEY MALEK
---------------------------------------
Name: Stacy Malek
Title: Vice President
-32-
BANK OF MONTREAL
By: /s/ S. VALIA
-----------------------
Name: S. Valia
Title: M.D.
-33-
Citibank N.A. as Additional Investment
Manager for and on behalf of Five Finance
Corporation
By: /s/ MARTIN DAVEY
-----------------------------------------------
Name: Martin Davey
Title: Vice President
Alternative Investment Strategies
By: /s/ MAURA K. CONNOR
-----------------------------------------------
Name: Maura K. Connor
Title: Alternative Investment Strategies
-34-
The Industrial Bank of Japan, Limited
By: /s/ JAMES W. MASTERS
--------------------------------------------
Name: James Masters
Title: Senior Vice President
-35-
NATEXIS BANQUES POPULAIRES
By: /s/ GARY KANIA
-----------------------------------------
Name: Gary Kania
Title: Vice President
By: /s/ JORDAN LEVY
----------------------------------------
Name: Jordan Levy
Title: Associate
-36-
NATIONAL BANK OF CANADA
By: /s/ JAY S. SIFIN
-----------------------------------------------
Name: Jay S. Sifin
Title: Vice President
By: /s/ MICHAEL BLOOMENFELD
-----------------------------------------------
Name: Michael Bloomenfeld
Title: Vice President & Manager
-37-
NATIONAL BANK OF CANADA
By: /s/ JAY S. SIFIN
-----------------------------------------
Name: Jay S. Sifin
Title: Vice President
By: /s/ MICHAEL BLOOMENFELD
----------------------------------------
Name: Michael Bloomenfeld
Title: Vice President & Manager
-38-
By: /s/ KATE J. SAUNDERS
----------------------------------------
Name: Kate J. Saunders
Title: Senior Credit Analyst
-39-
By: /s/ SCOTT ZIEMKE
-------------------------------------------
Name: Scott Ziemke
Title: Vice President
-40-
GLENEAGLES TRADING LLC
By: /s/ ANN E. MORRIS
----------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
-41-
HARBOURVIEW
By: /s/ SCOTT FARRAR
----------------------------------
Name: Scott Farrar
Title: Vice President
-42-
OCTAGON INVESTMENT PARTNERS II, LLC
By: /s/ MICHAEL B. NECHAMKIN
---------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
-43-
OCTAGON INVESTMENT PARTNERS III, LTD
By: Octagon Credit Investors, LLC as Portfolio Manager
By: /s/ MICHAEL B. NECHAMKIN
--------------------------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
-44-
OPPENHEIMER SENIOR FLOATING RATE FUND
By: /s/ SCOTT FARRAR
-----------------------------------------
Name: Scott Farrar
Title: Vice President
-45-
ML CLO XV PILGRIM AMERICA (CAYMAN) Ltd.
By: Pilgrim Investments, Inc. as its investment manager
By: /s/ JEFFREY A. BAKALAR
--------------------------------------------------
Name: Jeffrey A. Bakalar
Title: Senior Vice President
-46-
PILGRIM CLO 1999-1 LTD
By: Pilgrim Investments, Inc.
As its investment manager
By: /s/ JEFFREY A. BAKALAR
---------------------------------------
Name: Jeffrey A. Bakalar
Title: Senior Vice President
-47-
SEQUILS PILGRIM-1, LTD
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ JEFFREY A. BAKALAR
---------------------------------------
Name: Jeffrey A. Bakalar
Title: Senior Vice President
-48-
PPM SPYGLASS FUNDING TRUST
By: /s/ ANN E. MORRIS
-------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
-49-
MUIRFELD TRADING LLC
By: /s/ ANN E. MORRIS
---------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
-50-
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ ANN E. MORRIS
-------------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
-51-
By: /s/ JONATHAN S. LAVINE
--------------------------------------------------
Name: Jonathan S Lavine
Title: Managing Director
Sankaty Advisors, Inc. as Collateral Manager for BRANT POINT
II CBO 2000-1 LTD., as Term Lender
Sankaty Advisors, Inc. as Collateral Manager for GREAT POINT
CLO 1999-1 LTD., as Term Lender
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
SANKATY HIGH YIELD PARTNERS II L.P.
-52-
TRAVELERS CORPORATE LOAN FUND INC. LLC
By: /s/ DENISE T. DUFFEE
------------------------------------------
Name: Denise T. Duffee
Title: Investment Officer
-53-
COLUMBUS LOAN FUNDING LTD.
By: /s/ DENISE T. DUFFEE
---------------------------------------
Name: Denise T. Duffee
Title: Investment Officer
-54-
THE TRAVELERS INSURANCE COMPANY
By: /s/ DENISE T. DUFFEE
----------------------------------------
Name: Denise T. Duffee
Title: Investment Officer
-55-
THE TRAVELERS LIFE AND ANNUITY COMPANY
By: /s/ DENISE T. DUFFEE
-------------------------------------
Name: Denise T. Duffee
Title: Investment Officer
-56-
VAN KAMPEN CLO 1, LIMITED
By: Van Kampen Management, Inc.,
As Collateral Manager
By: /s/ DARVIN D. PIERCE
------------------------------------
Name: Darvin D. Pierce
Title: Vice President
-57-
VAN KAMPEN CLO 1I, LIMITED
By: Van Kampen Management, Inc.,
As Collateral Manager
By: /s/ DARVIN D. PIERCE
--------------------------------------
Name: Darvin D. Pierce
Title: Vice President
-58-
VAN KAMPEN PRIME RATE INCOME TRUST
By: /s/ DARVIN D. PIERCE
------------------------------------
Name: Darvin D. Pierce
Title: Vice President
-59-
VAN KAMPEN SENIOR KAMPEN SECIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ DARVIN D. PIERCE
-----------------------------------------
Name: Darvin D. Pierce
Title: Vice President
-60-
WINGED FOOT FUNDING TRUST
By: /s/ ANN E. MORRIS
-------------------------------------
Name: Ann E. Morris
Title: Authorized Agent
-61-
Dates Referenced Herein and Documents Incorporated by Reference
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