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-10.77 — Waiver & Amendment No.1 to Credit Agreement
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EXHIBIT 10.77
[EXECUTION COPY]
WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
This WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of August
2, 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"), the
various financial institutions and other Persons from time to time parties
hereto (the "LENDERS"), DLJ CAPITAL FUNDING, INC. ("DLJ"), as the Syndication
Agent (in such capacity, the "SYNDICATION AGENT") for the Lenders, the Lead
Arranger and the Sole Book Running Manager and THE BANK OF NOVA SCOTIA, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the
Lenders.
W I T N E S S E T H:
WHEREAS, the Borrowers, the various financial institutions as are or
may become parties thereto (collectively, the "LENDERS"), the Agents and ING
(U.S.) Capital LLC and Fleet National Bank, as documentation agent (in such
capacity, the "DOCUMENTATION AGENTS") for the Lenders, have heretofore entered
into the Credit Agreement, dated as of February 4, 2000 (the "CREDIT
AGREEMENT"); and
WHEREAS, the Borrowers intend to (a) repay approximately $95,000,000 of
outstanding Subordinated Bridge Notes of the Company (the "SUBORDINATED BRIDGE
REFINANCING"), (b) repay approximately $20,000,000 of outstanding Intermediate
Holdings Asset Bridge Notes (the "ASSET BRIDGE REFINANCING") and (c) pay fees
and expenses (the "EXPENSE PAYMENTS") in connection with the Subordinated Bridge
Refinancing and the Asset Bridge Refinancing and such transactions related
thereto, including those described in the recitals hereto, being herein
collectively referred to as the "TRANSACTION") in an amount not to exceed
$5,000,000;
WHEREAS, the Borrowers desire to have the Lenders, subject to the
conditions and on the terms set forth below, amend certain terms and provisions
of the Credit Agreement in order to provide for, inter alia, the incurrence by
the Company of its Senior Subordinated Notes in an original principal amount of
at least $120,000,000 ("SENIOR SUBORDINATED NOTE ISSUANCE") and to allow for the
dividend of $20,000,000 to Intermediate Holdings to repay the Asset Bridge
Notes;
WHEREAS, the Company desires to (i) create a new wholly-owned
subsidiary to be incorporated in the State of Delaware ("Newco"), (ii) transfer
to Newco all of the outstanding capital stock of RL Acquisition Corp. presently
held by the Company and (iii) merge RL Acquisition with and into the Canadian
Borrower with the Canadian Borrower being the surviving corporation (the
transactions referred to in clauses (i), (ii) and (iii) being referred to herein
as the "CANADIAN RESTRUCTURING");
WHEREAS, the Borrowers desire to have the Lenders to waive compliance
with Section 7.2.5 of the Credit Agreement restricting Investments to permit the
Canadian restructuring; and
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE II
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 III
WAIVER OF CERTAIN PROVISIONS OF THE
CREDIT AGREEMENT AS OF THE AMENDMENT NO. 1 EFFECTIVE DATE
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, and in reliance upon the representations and warranties made
herein, each of the Lenders hereby agrees that 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 III.1. WAIVER OF SECTION 7.2.5. The requirements of Section
7.2.5 of the Credit Agreement are hereby waived to the extent, but only to the
extent, to permit the Canadian Restructuring; provided, that Newco executes a
Subsidiary Guaranty and that the provisions of Section 7.1.8 of the Credit
Agreement are complied with.
ARTICLE IV
AMENDMENTS TO CREDIT AGREEMENT
Subject to the conditions and on the terms set forth herein (including
satisfaction of the conditions set forth in ARTICLE III), and in reliance on the
representations and warranties of the Borrower contained herein, the Credit
Agreement is hereby amended, as of the date hereof, in accordance with SECTION
3.1, SECTION 3.2 and SECTION 3.3; except as so amended, the Credit Agreement
shall continue in full force and effect.
-2-
SECTION IV.1. AMENDMENTS TO ARTICLE I. Section 1.1 of the Credit
Agreement is hereby amended by inserting the following definition in such
Section in the appropriate alphabetical sequence:
"`AMENDMENT NO. 1' means that certain Amendment No. 1 to
Credit Agreement, dated as of August 2, 2000, between the Borrowers and
the Agents and consented to by the Lenders that provided their consents
thereto to the Administrative Agent."
"`AMENDMENT NO. 1 EFFECTIVE DATE' means August 2, 2000."
SECTION IV.2. AMENDMENTS TO ARTICLE III. Article III of the Credit
Agreement is hereby amended as set forth in SECTION 3.2.1:
SECTION IV.2.1. SECTION 3.1.1. Section 3.1.1 of the Credit Agreement is
hereby amended by replacing clause (h) thereof to read in its entirety as
follows:
"(h) Concurrently with the receipt by Holdings, Intermediate
Holdings, the Company or any of the Restricted Subsidiaries of any Net
Debt Proceeds or Net Equity Proceeds, Holdings shall deliver to the
Agents a calculation of the amount of such Net Debt Proceeds or Net
Equity Proceeds, as the case may be, and the Company shall make a
mandatory prepayment of the Term Loans in an amount equal to 100% of
such Net Debt Proceeds or 50% of such Net Equity Proceeds, as the case
may be, to be applied as set forth in SECTION 3.1.2; PROVIDED, HOWEVER,
that if the net proceeds of the Permanent Financing Debt are sufficient
to pay in full the Subordinated Bridge Notes then Holdings or the
Company may use 100% of the Net Debt Proceeds of Permanent Financing
Debt in excess of the amount required to pay in full the Subordinated
Bridge Notes in an aggregate amount not to exceed the lesser of
$20,000,000 or the then outstanding amount of Indebtedness evidenced by
the Intermediate Holdings Asset Bridge Notes to redeem or prepay
Intermediate Holdings Asset Bridge Notes and 100% of the remaining
balance of such excess Net Debt Proceeds shall be used to make a
mandatory prepayment of the Term Loans."
SECTION IV.3. AMENDMENTS TO ARTICLE VII. Article VII of the Credit
Agreement is hereby amended as set forth in SECTION 3.3.1:
SECTION IV.3.1. SECTION 7.2.8. Section 7.2.8 of the Credit Agreement is
hereby amended by replacing clause (c) thereof to read in its entirety as
follows:
"(c) redeem, retire, purchase or defease any Intermediate
Holdings Asset Bridge Notes other than from (i) the net proceeds of a
Disposition of Intermediate Holdings Excluded Assets or (ii) the net
proceeds of a Disposition of QRC or (iii) that portion of (x) Net
Equity Proceeds arising from a Disposition of Capital Stock of Holdings
not required to be used to prepay Loans pursuant to clause (h) of
Section 3.1.1 or (y) Excess Cash Flow not required to be used to prepay
Loans pursuant to clause (g) of Section 3.1.1 in an amount not to
exceed the lesser of $10,000,000 and then outstanding Indebtedness
-3-
evidenced by the Intermediate Holdings Asset Bridge notes or (iv) that
portion of the Net Debt Proceeds of the Permanent Financing Debt that
is permitted to be used to redeem or prepay the Intermediate Holdings
Asset Bridge Notes in an aggregate amount not to exceed the lesser of
(x) $20,000,000 or (y) the then outstanding Indebtedness evidenced by
the Intermediate Holdings Asset Bridge Notes; or"
ARTICLE V
CONDITIONS PRECEDENT
This Amendment shall become effective, as of the date hereof, upon
satisfaction of each of the conditions precedent set forth in this ARTICLE IV
(the first date as of which each such condition has been satisfied being herein
called the "AMENDMENT NO. 1 EFFECTIVE DATE").
SECTION V.1. COUNTERPARTS AND LENDER CONSENTS. The Agents shall have
received counterparts hereof executed on behalf of the Borrowers and the
Administrative Agent shall have confirmed to the Borrowers and the Syndication
Agent that it has received from the Required Lenders their respective consents
hereto.
SECTION V.2. TRANSACTION CONSUMMATED. The Senior Subordinated Note
Issuance shall have become effective on terms (including documentation in
respect thereof in form and substance) satisfactory in all respects to the
Agents and resulted in gross cash proceeds of at least $120,000,000. $95,000,000
of the net proceeds of the Senior Subordinated Note Issuance shall have been
used by the Company to repay the Subordinated Bridge Notes and $20,000,000 shall
have been used by Intermediate Holdings to repay a portion of the Intermediate
Holdings Asset Bridge Notes.
SECTION V.3. DOCUMENTS RELATED TO SENIOR SUBORDINATED NOTE ISSUANCE.
The Agents shall have received (with copies for each Lender that shall have
requested in writing copies thereof) copies of fully executed versions of all
documents relating to the Senior Subordinated Note Issuance, certified to be
true and complete copies thereof by an Authorized Officer of Holdings,
Intermediate Holdings and the Company. Each such document shall be in full force
and effect and shall not have been modified or waived in any material respect
unless otherwise agreed to by the Required Lenders.
SECTION V.4. AMENDMENT NO. 1 EFFECTIVE DATE CERTIFICATE The
Administrative Agent shall have received, with counterparts for each Lender, the
Amendment No. 1 Effective Date Certificate, dated the Amendment No. 1 Effective
Date and duly executed and delivered by an Authorized Officer, of each of
Holdings, Intermediate Holdings and the Company, in which certificate each of
Holdings, Intermediate Holdings and the Company shall agree and acknowledge that
the statements made therein shall be deemed to be true and correct
representations and warranties of each of Holdings, Intermediate Holdings and
the Company as of such date, and, at the time each such certificate is
delivered, such statements shall in fact be true and correct. All documents and
agreements required to be appended to the Amendment No. 1 Effective Date
Certificate shall be in form and substance reasonably satisfactory to the
Syndication Agent.
-4-
SECTION V.5. COMPLIANCE WITH SECTION 7.1.8. Pursuant to Section 7.1.8
of the Credit Agreement, the Administrative Agent shall have received from Newco
an executed Subsidiary Guaranty and all other related Loan Documents, including
but not limited to, executed financing statements and mortgages and a pledge of
65% of its Voting Stock. In addition, the Administrative Agent shall have
received a pledge of 65% of the Voting Stock of RL Acquisition Corp.
SECTION V.6. EXECUTION OF FEE LETTER. DLJ shall have received executed
copies of the Fee Letter, dated as of August 2, 2000, between DLJ and Holdings
and Holdings shall have performed all of its obligations thereunder.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
SECTION VI.1. REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders to consent to the amendments contained herein and the Agents to enter
into this Amendment, each of Holdings, Intermediate Holdings and the Company,
jointly and severally, represents and warrants that the representations and
warranties contained in Article VI of the Credit Agreement are true and correct,
as of the date hereof and as of the Amendment No. 1 Effective Date, in all
material respects with the same effect as if then made (unless stated to relate
solely to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date) and
additionally represents and warrants unto each Agent and each Lender as set
forth in this ARTICLE V.
SECTION VI.2. VALIDITY, ETC. This Amendment constitutes the legal,
valid and binding obligation of the Borrowers 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.
SECTION VI.3. NO DEFAULT. After giving effect to this Amendment, no
Default has occurred and is continuing as of the date hereof and as of the
Amendment No. 1 Effective Date.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION VII.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
-5-
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.
SECTION VII.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.
SECTION VII.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.
SECTION VII.4. 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/ DONALD REDFEARN
------------------------
Name:
Title:
-7-
PALM BEACH RAIL HOLDING, INC.
By: /s/ DONALD REDFEARN
------------------------
Name:
Title:
-8-
RAILAMERICA TRANSPORTATION CORP.
By: /s/ DONALD REDFEARN
------------------------
Name:
Title:
-9-
FREIGHT VICTORIA LIMITED
By: /s/ DONALD REDFEARN
------------------------
Name:
Title:
-10-
RAILINK LTD.
By: /s/ DONALD REDFEARN
------------------------
Name:
Title:
-11-
DLJ CAPITAL FUNDING, INC., as Syndication Agent
By: /s/ DANA F. KLEIN
---------------------------------------------
Name: Dana F. Klein
Title: Senior Vice President
-12-
THE BANK OF NOVA SCOTIA, as Administrative Agent
By /s/ W. BROWN
----------------------------------------
Name: W.J. Brown
Title: Vice President
-13-
PPM Spyglass Funding Trust
By: /s/ KELLY C. WALKER
------------------------
Name: Kelly C. Walker
Title: Authorized Agent
-14-
BANK ONE, NA
By: /s/ AARON S. LANSKI
------------------------------
Name: Aaron S. Lanski
Title: Assistant Vice President
-15-
Bank of Montreal
By: /s/ RUSSELL T. PLAYFORD
-----------------------
Name: Russell T. Playford
Title: Managing Director
-16-
Bank of Tokyo-Mitsubishi Trust Company
By: /s/ JOSEPH P. DEVOE
-----------------------------------
Name: Joseph P. Devoe
Title: Vice President
-17-
The CIT Group, Inc.
By: /s/ VICKI REID
------------------------
Name: Vicki Reid
Title:
-18-
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
By: /s/ DANIEL SLOTKIN
-------------------------------------
Name: Daniel Slotkin
Title: Vice President
-19-
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD. By: CPF
Asset Advisory, L.P., as Investment Manager
By /s/ TIMOTHY L. HARROD
-------------------------------------------
Name: Timothy L. Harrod
Title: Director
By: /s/ IRV ROA
-------------------------------------------
Name: Irv Roa
Title: Associate Director
-20-
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ROBERT IVOOLVICH
--------------------------------
Name: Robert Ivoolvich
Title: Senior Vice President
-21-
By: /s/ SCOTTYE D. LINDSEY
------------------------
Name: Scottye D. Lindsey
Title: Vice President
-22-
ELC (Cayman) Ltd. 2000-I
By: /s/ RUSSELL MORRIS
------------------------
Name: Russell Morris
Title: Vice President
-23-
ELC (Cayman) Ltd. 1999-III
By: /s/ RUSSELL MORRIS
-----------------------
Name: Russell Morris
Title: Vice President
-24-
ELC (Cayman) Ltd.
By: /s/ RUSSELL MORRIS
------------------------
Name: Russell Morris
Title: Vice President
-25-
FOOTHILL INCOME TRUST, L.P.
By: /s/ M.E. STEARNS
-----------------------
Name: M.E. Stearns
Title: Managing Member
-26-
FORTIS BANK (NEDERLAND) N.V.
By: /s/ M.P.A. ZONDAG
------------------------
Name: M.P.A. Zondag
Title: Vice President
By: /s/ R.M. BORST
------------------------
Name: R.M. Borst
Title:
-27-
HELLER FINANCIAL, INC.
By: /s/ SCOTT ZIEMKA
-------------------------------
Name: Scott Ziemka
Title: Assistant Vice President
-28-
Pamco Cayman Ltd. By: Highland Capital Management,
L.P. as Collateral Manager
By: /s/ JAMES DONDERO, CFA,CPA
-----------------------------------------------
Name: James Dondero, CFA, CPA
Title: President Highland Capital Management, L.P.
-29-
PACIFICA PARTNERS I, L.P. By: Imperial Credit Asset
Management as its Investment Manager
By: /s/ DEAN K. KAWAI
---------------------------------------------
Name: Dean K. Kawai
Title: Vice President
-30-
The Industrial Bank of Japan, Limited
By: /s/ JAMES W. MASTERS
----------------------------------
Name: James W. Masters
Title: Senior Vice President
-31-
AMARA-1 FINANCE, LTD. By: INVESCO Senior Secured
Management, Inc. as Sub-Advisor
By: /s/ GREGORY STOECKLE
----------------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-32-
AMARA-2 FINANCE, LTD. By: INVESCO Senior Secured
Management, Inc. as Sub-Advisor
By /s/ GREGORY STOECKLE
-----------------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-33-
AVALON CAPITAL LTD. By: INVESCO Senior Secured
Management, Inc. as Portfolio Advisor
By: /s/ GREGORY STOECKLE
----------------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-34-
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
-35-
FLOATING RATE PORTFOLIO By: INVESCO Senior Secured
Management, Inc. as attorney in fact
By: /s/ GREGORY STOECKLE
----------------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-36-
AERIES FINANCE-II LIMITED By: INVESCO Senior Secured
Management, Inc. as Sub-Managing Agent
By: /s/ GREGORY STOECKLE
-----------------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
-37-
Massachusetts Mutual Life Insurance Company
By: /s/ STEVEN J. KATZ
----------------------------------------------
Name: Steven J. Katz
Title: Second Vice President and Associate
General Counsel
-38-
Longhorn CDO (Cayman) LTD. By: Merrill Lynch
Investment Managers, L.P. as Investment Advisor
By: /s/ ANTHONY HEYMAN
----------------------------------------------
Name: Anthony Heyman
Title: Authorized Signatory
-39-
NATIONAL BANK OF CANADA
By: /s/ MICHAEL BLOOMENFELD
-----------------------------------
Name: Michael Bloomenfeld
Title: Vice President & Manager
By: /s/ PAT CLONINGER
-----------------------------------
Name: Michael Bloomenfeld
Title: Vice President
-40-
National City Bank
By: /s/ KELLY L. MOYER
--------------------------------
Name: Kelly L. Moyer
Title: Assistant Vice President
-41-
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
-42-
FORTIS BANK (NEDERLAND) N.V.
By: /s/ M.P.A. ZONDAG
------------------------
Name: M.P.A. Zondag
Title: Vice President
By: /s/ R.M. BORST
------------------------
Name: R.M. Borst
Title:
-43-
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ JAMES R. DINGLER
---------------------------------------
Name: James R. Dingler
Title: Director
-44-
METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY
By: /s/ JAMES R. DINGLER
---------------------------------------
Name: James R. Dingler
Title: Director
-45-
NATEXIS BANQUE
By: /s/ GARY KANIA
------------------------
Name: Gary Kania
Title: Vice President
By: /s/ MICHAEL FERRIS
------------------------
Name: Michael Ferris
Title: Vice President
-46-
Monument Capital Ltd.. as Assignee By: Alliance
Capital Management L.P., as Investment Manager By:
Alliance Capital Management Corporation, as General
Partner
By: /s/ KENNETH G. OSTMANN
------------------------------------------
Name: Kenneth G. Ostmann
Title: Vice President
-47-
Olympic Funding Trust, Series 1999-1
By: /s/ KELLY C. WALKER
------------------------------
Name: Kelly C. Walker
Title: Authorized Agent
-48-
Muirfield Trading LLC
By: /s/ ANN E. MORRIS
--------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
-49-
Gleneagles Trading LLC
By /s/ ANN E. MORRIS
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
-50-
OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon
Credit Investors, LLC as sub-investment manager
By: /s/ MICHAEL B. MECHAMKIN
---------------------------------------------
Name: Michael B. Mechamkin
Title: Portfolio Manager
-51-
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: Pilgrim
Investments, Inc. as its investment manager
By: /s/ JASON GROOM
---------------------------------------------
Name: Jason Groom
Title: Vice President
-52-
PILGRIM CLO 1999-1 LTD. By: Pilgrim Investments,
Inc. as its investment manager
By: /s/ JASON GROOM
---------------------------------------
Name: Jason Groom
Title: Vice President
-53-
SEQUILS PILGRIM-1 LTD. By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ JASON GROOM
--------------------------------------------
Name: Jason Groom
Title: Vice President
-54-
By: /s/ KELLY D. BABSON
------------------------
Name: Kelly D. Babson
Title: Managing Director
-55-
Stein Rice Floating Rate Limited Liability Company
By: /s/ BRIAN W. GOOD
------------------------------------------------------
Name: Brian W. Good
Title: Senior Vice President
Stein Roe & Farnham Incorporated, as Advisor to
the Stein Roe Floating Rate Limited Liability
Company
-56-
Liberty - Stein Roe Advisor Floating Rate Advantage
Fund By: Stein Roe & Farnham Incorporated, as
Advisor
By: /s/ BRIAN W. GOOD
---------------------------------------------
Name: Brian W. Good
Title: Sr. Vice President & Portfolio Manager
-57-
Toronto Dominion (New York), Inc.
By: /s/ GWEN ZIRKLE
----------------------------------
Name: Gwen Zirkle
Title: Vice President
-58-
Union Bank of California, N.A.
By: /s/ CHERYL CINELLI
----------------------------------
Name: Cheryl Cinelli
Title: Vice President
-59-
VAN KAMPEN PRIME RATE INCOME TRUST
By: /s/ DARVIN D. PIERCE
-----------------------------------
Name: Darvin D. Pierce
Title: Vice President
-60-
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ DARVIN D. PIERCE
--------------------------------------
Name: Darvin D. Pierce
Title: Vice President
-61-
VAN KAMPEN CLO I, LIMITED By: Van Kampen Management
Inc., as Collateral Manager
By: /s/ DARVIN D. PIERCE
----------------------------------------------
Name: Darvin D. Pierce
Title: Vice President
-62-
VAN KAMPEN CLO II, LIMITED By: Van Kampen Management
Inc., as Collateral Manager
By: /s/ DARVIN D. PIERCE
----------------------------------------------
Name: Darvin D. Pierce
Title: Vice President
-63-
KZH STERLING LLC
By: /s/ NICHOLAS LUCENTE
------------------------
Name: Nicholas Lucente
Title: Authorized Agent
-64-
KZH ING-1, LLC
By: /s/ NICHOLAS LUCENTE
------------------------
Name: Nicholas Lucente
Title: Authorized Agent
-65-
KZH WATERSIDE LLC
By: /s/ NICHOLAS LUCENTE
------------------------
Name: Nicholas Lucente
Title: Authorized Agent
-66-
KZH ING-3 LLC
By: /s/ NICHOLAS LUCENTE
------------------------
Name: Nicholas Lucente
Title: Authorized Agent
-67-
KZH PONDVIEW LLC
By: /s/ NICHOLAS LUCENTE
------------------------
Name: Nicholas Lucente
Title: Authorized Agent
-68-
KZH RIVERSIDE LLC
By: /s/ NICHOLAS LUCENTE
------------------------
Name: Nicholas Lucente
Title: Authorized Agent
-69-
Wells Fargo Bank Texas, N.A.
By: /s/ RICHARD GAN
------------------------
Name: Richard Gan
Title: Vice President
-70-
Dates Referenced Herein and Documents Incorporated by Reference
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