THIRD AMENDMENT TO CREDIT AGREEMENT
Published on April 27, 2006
Exhibit 99.1
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of April 26, 2006 (the Amendment)
is entered into among Quanta Services, Inc., a Delaware corporation (the Borrower), the
Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. All
capitalized terms used herein and not otherwise defined herein shall have the meanings given to
such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into
that certain Credit Agreement dated as of December 19, 2003 (as amended and modified from time to
time, the Credit Agreement); and
WHEREAS, the Borrower has requested that the Lenders amend certain terms of the Credit
Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
| 1. | Amendments. The Credit Agreement is hereby amended as follows: |
(a) The word or at the end of clause (c) in the definition of Change of Control in
Section 1.01 is hereby deleted and replaced with a ;, the period at the end of clause (d)
is hereby deleted and replaced with ; or and the following language is hereby added
following clause (d) and shall read as follows:
(e) the occurrence of a Fundamental Change (or any comparable term) or a
Change of Control (or any comparable term) under, and as defined in, the 2006
Convertible Subordinated Debentures Documents.
(b) The definition of Subordinated Indebtedness in Section 1.01 is hereby amended to
read as follows:
Subordinated Indebtedness means the (a) unsecured Indebtedness under
(i) the 2000 Subordinated Documents, as amended or modified from time to time in
accordance with the terms hereof, (ii) the 2003 Convertible Subordinated Debentures,
as amended or modified from time to time in accordance with the terms hereof and
(iii) the 2006 Convertible Subordinated Debentures, as amended or modified from time
to time in accordance with the terms hereof and (b) any other unsecured Indebtedness
of the Borrower or any Subsidiary which by its terms is expressly subordinated in
right of payment to the prior payment of the Obligations under this Agreement and
the other Loan Documents on terms and conditions and evidenced by documentation
reasonably satisfactory to the Administrative Agent.
(c) The following definitions are hereby added in Section 1.01 in the appropriate
alphabetical order and shall read as follows:
Third Amendment Effective Date means April 26, 2006.
2006 Convertible Subordinated Debentures means those certain
Convertible Subordinated Debentures of the Borrower to be issued pursuant to the
2006 Subordinated Indenture containing terms and conditions reasonably satisfactory
to the Administrative Agent, as the same may be amended, modified or supplemented
from time to time in accordance with the terms hereof and thereof.
2006 Convertible Subordinated Debentures Documents means the 2006
Convertible Subordinated Debentures, the 2006 Subordinated Indenture and all other
documents executed and delivered in respect of the 2006 Convertible Subordinated
Debentures and the 2006 Subordinated Indenture, in each case containing terms and
conditions reasonably satisfactory to the Administrative Agent, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.
2006 Subordinated Indenture means that certain Indenture to be
entered into by the Borrower, as issuer, in fiscal year 2006 containing terms and
conditions reasonably satisfactory to the Administrative Agent, as the same may be
amended, modified, restated or supplemented and in effect from time to time in
accordance with the terms hereof and thereof.
(d) The following sentence is hereby added at the end of Section 6.23 and shall read as
follows:
The subordination provisions contained in the 2006 Convertible Subordinated
Debentures Documents are enforceable against the Borrower, the Guarantors and the
holders of the 2006 Convertible Subordinated Debentures, and all Obligations
hereunder and under the other Loan Documents are within the definitions of Senior
Indebtedness (or any comparable term) and Designated Senior Indebtedness (or any
comparable term) included in such subordination provisions.
(e) Sections 8.03(l) and (m) are hereby amended to read as follows and a new Section
8.03(n) is hereby added following Section 8.03(m) to read as follows:
(l) unsecured Indebtedness of the Borrower under the 2006 Convertible
Subordinated Debentures in an aggregate principal amount of up to $200,000,000;
(m) Guarantees with respect to Indebtedness permitted under clauses (a) through
(i) of this Section 8.03; and
(n) Guarantees (which Guarantees shall be similarly subordinated) with respect
to Indebtedness permitted under clauses (j), (k) and (l) of this Section
8.03.
(f) The word and at the end of Section 8.06(b) is hereby deleted, the period at the
end of Section 8.06(c) is hereby deleted and replaced with ; and and a new Section 8.06(d)
is hereby added following Section 8.06(c) and shall read as follows:
(d) in addition to the dividends and purchases, redemptions, acquisitions or
retirements of Capital Stock permitted by Section 8.06(c) above, the
Borrower may make dividends and purchase, redeem, acquire or retire shares of its
Capital Stock of any class or any warrants or options to purchase any such shares of
its Capital Stock in an
2
aggregate amount not to exceed $75,000,000 subsequent to the Third Amendment
Effective Date.
(g) The word or at the end of clause (6) in Section 8.09(a) is hereby deleted and
replaced with a ,, the period at the end of Section 8.09(a) is hereby deleted and replaced
with or and the following language is hereby added at the end of Section 8.09(a) following
clause (7) and shall read as follows:
(8) the 2006 Convertible Subordinated Debentures Documents.
(h) The first parenthetical in Section 8.12(a) is hereby amended to read as follows:
(including without limitation the 2000 Subordinated Documents, the 2003 Convertible
Subordinated Debentures Documents and the 2006 Convertible Subordinated Debentures
Documents)
(i) Section 8.12(b) is hereby amended to read as follows:
(b) Make (or give any notice with respect thereto) any voluntary or optional
payment, prepayment, redemption or acquisition for value of (including without
limitation, by way of depositing money or securities with the trustee with respect
thereto before due for the purpose of paying when due) or any voluntary or optional
refund, refinance or exchange of any Indebtedness (including without limitation the
2003 Convertible Subordinated Debentures Documents and the 2006 Convertible
Subordinated Debentures Documents) of the Borrower or any Subsidiary (other than
Indebtedness arising under the Loan Documents); provided, however,
notwithstanding anything in this Agreement to the contrary, so long as no Default or
Event of Default shall have occurred and be continuing or would occur as a result
therefrom, the Borrower may prepay (and provide any notice with respect to any such
prepayment) any of the Indebtedness under the 2000 Subordinated Documents.
(j) Section 8.12(c) is hereby amended to read as follows:
(c) Permit any Indebtedness of the Borrower or any Subsidiary (other than the
Indebtedness arising under the Loan Documents) to be designated or identified as (i)
Designated Senior Debt under and as defined in the 2000 Subordinated Indenture,
(ii) Designated Senior Indebtedness under and as defined in the 2003 Subordinated
Indenture or (iii) Designated Senior Indebtedness (or any comparable term) under
and as defined in the 2006 Subordinated Indenture.
(k) The period at the end of Section 9.01(o) is hereby deleted and replaced with ; or
and a new Section 9.01(p) is hereby added following Section 9.01(o) to read as follows:
(p) 2006 Convertible Subordinated Debentures. (i) There shall occur an
Event of Default (or any comparable term) under, and as defined in, the 2006
Convertible Subordinated Debentures Documents, (ii) any of the Obligations for any
reason shall cease to be Senior Indebtedness (or any comparable term) under, and
as defined in, the 2006 Convertible Subordinated Debentures Documents, (iii) any
Indebtedness other than the Obligations shall constitute Designated Senior
Indebtedness (or any comparable term) under, and as defined in, the 2006
Convertible Subordinated Debentures Documents or (iv) the subordination provisions
of the 2006 Convertible Subordinated Debentures Documents
3
shall, in whole or in part, terminate, cease to be effective or cease to be legally
valid, binding and enforceable against any holder of the 2006 Convertible
Subordinated Debentures.
(l) The following sentence is hereby added at the end of Section 11.19 and shall read
as follows:
The Indebtedness evidenced by this Agreement is hereby specifically designated as
Designated Senior Indebtedness (or any comparable term) for purposes of the 2006
Subordinated Indenture and the other 2006 Convertible Subordinated Debentures
Documents.
2. Conditions Precedent. This Amendment shall be effective upon receipt by the
Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the
Guarantors, the Lenders holding a majority of the Revolving Commitments, the Required Lenders and
the Administrative Agent.
3. Miscellaneous.
(a) The Credit Agreement, as amended by this Amendment, and the obligations of the Loan
Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and
shall remain in full force and effect according to their terms.
(b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of
this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii)
agrees that this Amendment and all documents executed in connection herewith do not operate
to reduce or discharge its obligations under the Credit Agreement or the other Loan
Documents.
(c) The Borrower and the Guarantors hereby represent and warrant as follows:
(i) Each Loan Party has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by the Loan Parties
and constitutes each of the Loan Parties legal, valid and binding obligations,
enforceable against such Loan Parties in accordance with its terms, except as such
enforceability may be subject to (x) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors
rights generally and (y) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
(iii) 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 any Loan Party
of this Amendment, other than those that have already been obtained and are in full
force and effect.
(d) The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in
each other Loan Document are true and correct in all material respects as of the date hereof
with the same effect as if made on and as of the date hereof, except to the extent such
representations and
4
warranties expressly relate solely to an earlier date, and except that the representations
and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit Agreement
shall be deemed to refer to the most recent financial statements furnished pursuant to
clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement, and (ii) no
event has occurred and is continuing which constitutes a Default or an Event of Default.
(e) This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an executed original
shall be delivered.
(f) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
[remainder of page intentionally left blank]
5
Each of the parties hereto has caused a counterpart of this Amendment to be duly executed
and delivered as of the date first above written.
| BORROWER: | QUANTA SERVICES, INC., | |||||
| a Delaware corporation | ||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Chief Financial Officer | |||||
| GUARANTORS: | ARBY CONSTRUCTION, INC. AUSTIN TRENCHER, INC. CCLC, INC. CONTI COMMUNICATIONS, INC. CROCE ELECTRIC COMPANY, INC. DILLARD SMITH CONSTRUCTION COMPANY DRIFTWOOD ELECTRICAL CONTRACTORS, INC. GLOBAL ENERCOM MANAGEMENT, INC. GOLDEN STATE UTILITY CO. H.L. CHAPMAN PIPELINE CONSTRUCTION, INC. MANUEL BROS., INC. MEARS GROUP, INC. NETWORK ELECTRIC COMPANY NORTH SKY COMMUNICATIONS, INC. PARKSIDE SITE & UTILITY COMPANY CORPORATION PARKSIDE UTILITY CONSTRUCTION CORP. PWR FINANCIAL COMPANY QPC, INC. QSI, INC. QUANTA DELAWARE, INC. QUANTA GOVERNMENT SERVICES, INC. QUANTA GOVERNMENT SOLUTIONS, INC. QUANTA LVII ACQUISITION, INC. QUANTA LVIII ACQUISITION, INC. QUANTA LIX ACQUISITION, INC. QUANTA LX ACQUISITION, INC. QUANTA LXI ACQUISITION, INC. QUANTA LXII ACQUISITION, INC. QUANTA LXIII ACQUISITION, INC. QUANTA LXIV ACQUISITION, INC. QUANTA LXV ACQUISITION, INC., each a Delaware corporation |
|||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: Vice President | ||||||
THIRD AMENDMENT
| QUANTA LXVI ACQUISITION, INC. QUANTA LXVII ACQUISITION, INC. QUANTA LXVIII ACQUISITION, INC. QUANTA LXIX ACQUISITION, INC. QUANTA LXX ACQUISITION, INC. QUANTA LXXI ACQUISITION, INC. QUANTA LXXII ACQUISITION, INC. QUANTA LXXIII ACQUISITION, INC. QUANTA UTILITY INSTALLATION COMPANY, INC. R.A. WAFFENSMITH & CO., INC. SOUTHEAST PIPELINE CONSTRUCTION, INC. SPALJ CONSTRUCTION COMPANY SUMTER UTILITIES, INC. TOM ALLEN CONSTRUCTION COMPANY TTGP, INC. TTLP, INC. UNDERGROUND CONSTRUCTION CO., INC. UTILITY LINE MANAGEMENT SERVICES, INC. VCI TELCOM, INC. W.C. COMMUNICATIONS, INC., each a Delaware corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| ADVANCED TECHNOLOGIES
AND INSTALLATION CORPORATION, ALLTECK LINE CONTRACTORS (USA), INC. POTELCO, INC., each a Washington corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| BRADFORD BROTHERS, INCORPORATED TTM, INC., each a North Carolina corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
THIRD AMENDMENT
| CMI SERVICES, INC. | ||||||
| TRAWICK CONSTRUCTION COMPANY, INC., | ||||||
| each a Florida corporation | ||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| CROWN FIBER COMMUNICATIONS, INC., | ||||||
| a Virginia corporation | ||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| ENVIRONMENTAL
PROFESSIONAL ASSOCIATES, LIMITED, a California corporation |
||||||
| By: Name: |
/s/ James H. Haddox
|
|||||
| Title: | Vice President | |||||
| FIVE POINTS CONSTRUCTION CO. MEJIA PERSONNEL SERVICES, INC. SOUTHWEST TRENCHING COMPANY, INC. each a Texas corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| INTERMOUNTAIN ELECTRIC, INC., a Colorado corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
THIRD AMENDMENT
| IRBY CONSTRUCTION COMPANY, a Mississippi corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| METRO UNDERGROUND SERVICES, INC. OF ILLINOIS, PROFESSIONAL TELECONCEPTS, INC., each an Illinois corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| PAR ELECTRICAL CONTRACTORS, INC., a Missouri corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| PROFESSIONAL TELECONCEPTS, INC., a New York corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| THE RYAN COMPANY, INC., a Massachusetts corporation |
||||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| QDE, LLC, a Delaware limited liability company |
||||||
| By: | PWR Financial Company, Its Sole Member | |||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
THIRD AMENDMENT
| QUANTA ASSET MANAGEMENT LLC, a Delaware limited liability company |
||||||
| By: | QSI, Inc., Its Sole Member | |||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| TOTAL QUALITY MANAGEMENT SERVICES, LLC, a Delaware limited liability company |
||||||
| By: | Environmental Professional Associates, Limited, Its Sole Member |
|||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| QUANTA UTILITY SERVICES, LLC, a Delaware limited liability company |
||||||
| By: | Mejia Personnel Services, Inc., Its Sole Member |
|||||
| By: |
/s/ James H. Haddox
|
|||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
THIRD AMENDMENT
| TJADER, L.L.C. | ||||||
| OKAY CONSTRUCTION COMPANY, LLC | ||||||
| each a Delaware limited liability company | ||||||
| By: | Spalj Construction Company, Its Sole Member |
|||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| MEARS/CPG LLC | ||||||
| MEARS ENGINEERING/ LLC | ||||||
| MEARS/HDD, LLC | ||||||
| MEARS SERVICES LLC | ||||||
| each a Michigan limited liability company | ||||||
| By: | Mears Group, Inc., The Sole Member of each of the foregoing limited liability companies | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| S.K.S. PIPELINERS, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: | Arby Construction, Inc., Its Sole Member | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| TNS-VA, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: | Professional Teleconcepts, Inc., Its Sole Member | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
THIRD AMENDMENT
| NORTH HOUSTON POLE LINE, L.P. | ||||||
| LINDSEY ELECTRIC, L.P. | ||||||
| DIGCO UTILITY CONSTRUCTION, L.P. | ||||||
| each a Texas limited partnership | ||||||
| By: | Mejia Personnel Services, Inc., Its General Partner | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P. | ||||||
| QUANTA ASSOCIATES, L.P. | ||||||
| each a Texas limited partnerships | ||||||
| By: | QSI, Inc., Its General Partner | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| TRANS TECH ELECTRIC, L.P., | ||||||
| a Texas limited partnership | ||||||
| By: | TTGP, Inc., Its General Partner | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| PWR NETWORK, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: | PWR Financial Company, Its Sole Member | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
| THIRD AMENDMENT | ||||||
| QUANTA RECEIVABLES, LP, | ||||||
| a Delaware limited partnership | ||||||
| By: | PWR Network, LLC, Its General Partner | |||||
| By: | PWR Financial Company, its Sole Member | |||||
| By: | /s/ James H. Haddox | |||||
| Name: | James H. Haddox | |||||
| Title: | Vice President | |||||
THIRD AMENDMENT
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., | |||||
| as Administrative Agent | ||||||
| By: | /s/ Suzanne M. Paul | |||||
| Name: | Suzanne M. Paul | |||||
| Title: | Vice President | |||||
| LENDERS: | BANK OF AMERICA, N.A., | |||||
| as a Lender, Swing Line Lender, L/C Issuer and | ||||||
| Credit-Linked L/C Issuer | ||||||
| By: | /s/ Gary L. Mingle | |||||
| Name: | Gary L. Mingle | |||||
| Title: | Senior Vice President | |||||
THIRD AMENDMENT
LENDERS:
| LANDMARK III CDO LIMITED | ||||||
| By: | Aladdin Capital Management LLC as Manager |
|||||
| By: | /s/ Angela Bozorgmir | |||||
| Name: | Angela Bozorgmir | |||||
| Title: | Director | |||||
| LANDMARK II CDO LIMITED | ||||||
| By: | Aladdin Capital Management LLC as Manager |
|||||
| By: | /s/ Angela Bozorgmir | |||||
| Name: Title: |
Angela Bozorgmir Director |
|||||
| LANDMARK I CDO LIMITED | ||||||
| By: | Aladdin Capital Management LLC as Manager |
|||||
| By: | /s/ Angela Bozorgmir | |||||
| Name: Title: |
Angela Bozorgmir Director |
|||||
| BALLANTYNE FUNDING LLC | ||||||
| By: | /s/ M. Cristina Higgins | |||||
| Name: | M. Cristina Higgins | |||||
| Title: | Assistant Vice President | |||||
| SEMINOLE FUNDING LLC | ||||||
| By: | /s/ M. Cristina Higgins | |||||
| Name: | M. Cristina Higgins | |||||
| Title: | Assistant Vice President | |||||
| Hanover Square CLO Ltd. | ||||||
| By: Blackstone Debt Advisors L.P. | ||||||
| As Collateral Manager | ||||||
| By: | /s/ Dean T. Criares | |||||
| Name: | Dean T. Criares | |||||
| Title: | Senior Managing Director | |||||
THIRD AMENDMENT
| Union Square CDO Ltd. By: Blackstone Debt Advisors L.P. As Collateral Manager |
||||||
| By: | /s/ Dean T. Criares | |||||
|
|
||||||
| Name: | Dean T. Criares | |||||
| Title: | Senior Managing Director | |||||
| Monument Park CDO Ltd. By: Blackstone Debt Advisors L.P. As Collateral Manager |
||||||
| By: | /s/ Dean T. Criares | |||||
| Name: | Dean T. Criares | |||||
| Title: | Senior Managing Director | |||||
| Prospect Park CDO Ltd. By: Blackstone Debt Advisors L.P. As Collateral Manager |
||||||
| By: | /s/ Dean T. Criares | |||||
| Name: | Dean T. Criares | |||||
| Title: | Senior Managing Director | |||||
| Oppenheimer Senior Floating Rate Fund | ||||||
| By: | /s/ Paul Snogren | |||||
| Name: | Paul Snogren | |||||
| Title: | Manager | |||||
| HarbourView CLO IV, Ltd. | ||||||
| By: | /s/ Paul Snogren | |||||
| Name: | Paul Snogren | |||||
| Title: | Manager | |||||
| HarbourView CLO V, Ltd. | ||||||
| By: | /s/ Paul Snogren | |||||
| Name: | Paul Snogren | |||||
| Title: | Manager | |||||
THIRD AMENDMENT
| FRANKLIN FLOATING RATE DAILY ACCESS FUND |
||||||
| By: |
/s/ Richard Hsu
|
|||||
| Name: | Richard Hsu | |||||
| Title: | Asst. Vice President | |||||
| FRANKLIN FLOATING RATE MASTER SERIES | ||||||
| By: | /s/ Richard Hsu | |||||
| Name: | Richard Hsu | |||||
| Title: | Asst. Vice President | |||||
| LightPoint CLO 2004-I, Ltd. | ||||||
| By: | /s/ Colin Donlan | |||||
| Name: | Colin Donlan | |||||
| Title: | Director | |||||
| Gulf Stream-Compass CLO 2002-1 Ltd. By: Gulf Stream Asset Management LLC As Collateral Manager |
||||||
| By: | /s/ Barry K. Love | |||||
| Name: | Barry K. Love | |||||
| Title: | Chief Credit Officer | |||||
| Gulf Stream-Compass CLO 2003-1 Ltd. By: Gulf Stream Asset Management LLC As Collateral Manager |
||||||
| By: | /s/ Barry K. Love | |||||
| Name: | Barry K. Love | |||||
| Title: | Chief Credit Officer | |||||
| Gulf Stream-Compass CLO 2005-1 Ltd. By: Gulf Stream Asset Management LLC As Collateral Manager |
||||||
| By: | /s/ Barry K. Love | |||||
| Name: | Barry K. Love | |||||
| Title: | Chief Credit Officer | |||||
THIRD AMENDMENT
| IKB Capital Corporation | ||||||
| By: |
/s/ David Snyder
|
|||||
| Name: | David Snyder | |||||
| Title: | President | |||||
| FOUR CORNERS CLO 2005-I, LTD. By: Four Corners Capital Management LLC, As Collateral Manager |
||||||
| By: | /s/ Vijay Srinivasan | |||||
| Name: | Vijay Srinivasan | |||||
| Title: | Vice President | |||||
| FORTRESS PORTFOLIO TRUST By: Four Corners Capital Management LLC, As Investment Manager |
||||||
| By: | /s/ Vijay Srinivasan | |||||
| Name: | Vijay Srinivasan | |||||
| Title: | Vice President | |||||
| FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II By: Four Corners Capital Management LLC, As Sub-Adviser |
||||||
| By: | /s/ Vijay Srinivasan | |||||
| Name: | Vijay Srinivasan | |||||
| Title: | Vice President | |||||
| TRIMERAN CLO IV LTD. By: Trimeran Advisors L.L.C. |
||||||
| By: | /s/ David M. Millban | |||||
| Name: | David M. Millban | |||||
| Title: | Managing Director | |||||
THIRD AMENDMENT
| BLACK DIAMOND CLO 2005-2 LTD. By: Black Diamond Capital Management, L.L.C. as its Collateral Manager |
||||||
| By: |
/s/ James J. Zenni, Jr.
|
|||||
| Name: | James J. Zenni, Jr. | |||||
| Title: | President & Managing Partner | |||||
| BLACK DIAMOND INTERNATIONAL FUNDING LTD. |
||||||
| By: | /s/ Alan Corkish. | |||||
| Name: | Alan Corkish | |||||
| Title: | Director | |||||
| KZH PONDVIEW LLC | ||||||
| By: | /s/ Wai Kee Lee | |||||
| Name: Title: |
Wai Kee Lee Authorized Agent |
|||||
| JPMORGAN CHASE BANK, N.A. | ||||||
| By: | /s/ R.. Michael Arnett | |||||
| Name: | R. Michael Arnett | |||||
| Title: | Vice President | |||||
| The Sumitomo Trust & Banking Co., Ltd. | ||||||
| By: | /s/ Elizabeth A. Quirk | |||||
| Name: | Elizabeth A. Quirk | |||||
| Title: | Vice President | |||||
THIRD AMENDMENT