EXHIBIT 10.20

 

 

AMENDMENT NO. 1 TO CREDIT AGREEMENT

 

 

AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of December 18, 2002, among Herbalife International, Inc. (“BORROWER”); WH Holdings (Cayman Islands) Ltd. (“HOLDINGS”); WH Intermediate Holdings Ltd. (“PARENT”); WH Luxembourg Holdings S.a.R.L. (“LUXEMBOURG HOLDINGS”); WH Luxembourg Intermediate Holdings S.a.R.L. (“LUXEMBOURG INTERMEDIATE HOLDINGS”) and WH Luxembourg CM S.a.R.L. (“LUXEMBOURG CM,” and together with Luxembourg Holdings and Luxembourg Intermediate Holdings, the “LUXCOS”); each of the Subsidiary Guarantors listed on the signature pages hereto (together with Holdings, Parent and the LuxCos, the “GUARANTORS”); the Lenders party hereto; and UBS AG, Stamford Branch, as administrative agent for the Lenders (in such capacity, the “ADMINISTRATIVE AGENT”).

 

 

RECITALS

 

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into the Credit Agreement dated as of July 31, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

 

WHEREAS, the Borrower desires to provide for a $40.0 million prepayment of the Term Loans on or before December 30, 2002, and and to provide for certain other amendments specified herein to be effective as of the date hereof, subject to satisfaction of each of the conditions precedent specified herein; WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent have agreed to amend the Credit Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

Section 1. Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as so defined. Unless otherwise expressly stated herein, all Section and Article references herein shall refer to Sections and Articles of the Credit Agreement.

 

Section 2. Amendment to Section 1.01 regarding definition of Senior Leverage Ratio and Excess Cash Flow. Section 1.01 is hereby amended as follows:

 

(a)  By adding the following new definition thereto in alphabetical:

 

“SENIOR LEVERAGE RATIO” means, as of the last day of the most recently ended fiscal quarter or fiscal year end, as the case may be, of Parent for which financial statements shall have been delivered, the ratio (expressed as a fraction where appropriate) of: (a) Consolidated Indebtedness (less the Senior Subordinated Notes and any other subordinated indebtedness subordinated to the Loans on terms reasonably satisfactory to the Required Lenders) of Parent on such date to (b) Consolidated EBITDA of Parent computed for the period consisting of such fiscal quarter and each of the three immediately preceding fiscal quarters.”; and

 

 

(b) By deleting in its entirety clause (g) of the definition of Excess Cash Flow, and amending it to read as follows:

 

“(g) permanent repayments of Indebtedness (other than subordinated indebtedness, including the Senior Subordinated Notes) made by Parent and its Consolidated Subsidiaries during such fiscal year (including payments of principal in respect of the Revolving Loans to the extent there is an equivalent reduction in the Revolving Commitments hereunder); but only to the extent such repayments are permitted hereunder and do not occur in connection with a refinancing of all or any portion of the Loans; minus”

 

Section 3. Application of Prepayment. (a) Borrower hereby agrees to make an optional prepayment in the amount of $20.0 million (together with accrued interest thereon) on or before December 30, 2002. The parties hereby agree that such prepayment shall be deemed and treated for all purposes under the Credit Agreement as an optional prepayment of the Term Loans pursuant to Section 2.10(h). In connection therewith, the Borrower hereby requests and instructs that such principal amounts be applied to prepay the December 31, 2002 and March 31, 2003 amortization payments in full, and the balance of $5.0 million be applied toward the June 30, 2003 amortization payment.

 

(b) Borrower hereby agrees to make an additional optional prepayment of $20.0 million (together with accrued interest thereon) on or before December 30, 2002. The parties hereby agree that such prepayment shall be deemed and

 

 

treated for all purposes under the Credit Agreement as an optional prepayment of the Term Loans pursuant to Section 2.10(h). In connection therewith, such principal prepayment shall be applied pro rata against the remaining scheduled installments (after giving effect to clause (a) above) of principal due in respect of the Term Loans under Section 2.09.

 

(c) Upon completion of the prepayments referenced in clauses (a) and (b) above, the parties agree that Annex I shall be automatically amended by deleting the same from the Credit Agreement, and replacing it with Annex I hereto.

 

(d) The parties hereby confirm and agree that upon completion of the above payments, the Borrower will have satisfied the Excess Cash Flow prepayments required by Section 2.10(g) (as amended hereby) with respect to the Borrower’s fiscal year ended 2002, and hereby confirm that no further Excess Cash Flow payments shall be due in respect of the fiscal year ended 2002.

 

Section 4. Amendment to Section 6.06(g) Regarding Monitoring Fees. Section 6.06(g) is hereby deleted in its entirety, and amended to read as follows:

 

 

“(g) so long as no Default exists or would result therefrom, Borrower may pay, or cause to be paid, Monitoring Fees to the Principals and their Related Parties in accordance with the Monitoring Fee Agreements in an amount equal to (i) with respect to a base amount of Monitoring Fees, $2.5 million in any 12-month period (or in the case of 2002, $1.042 million representing the pro rated portion for the period of such fiscal year that the Monitoring Fees accrued), payable quarterly in equal installments, plus (ii) with respect to a supplemental amount of Monitoring Fees, (A) $1.042 million may be paid in respect of fiscal year 2002, which if paid shall be due and payable as of December 31, 2002, (B) $2.5 million may be paid in respect of fiscal year 2003, which if paid shall be due and payable during fiscal year 2003 in equal quarterly installments at the end of each quarter, (C) with respect to fiscal year 2004, and each fiscal year thereafter, up to $2.5 million may be paid out of the remaining 50% of Excess Cash Flow not required to be offered to the Lenders pursuant to Section 2.10(g) with respect to the prior fiscal year (e.g., the Excess Cash Flow determination required to be made by Borrower within 120 days after its 2003 fiscal year shall be used for purposes of determining if a supplemental Monitoring Fee may be paid for fiscal year 2004), such amounts to be paid in equal quarterly installments plus (iii) reasonable out-of-pocket expenses.”

 

Section 5. Amendment to Section 6.08(ii) regarding Subordinated Notes Buyback. Section 6.08(ii) is hereby deleted in its entirety, and amended to read as follows:

 

“(ii) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes or the Holdings Senior Discount Notes, provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Borrower may make prepayments on the Senior Subordinated Notes in accordance with the Senior Subordinated Note Documents to the extent of the remaining 50% of Excess Cash Flow referred to in Section 2.10(g) after application of Sections 2.10(g) and (j), and (B) Borrower may make prepayments on, or otherwise repurchase and retire, up to $25.0 million in aggregate principal amount of the Senior Subordinated Notes during the life of

 

 

this Credit Agreement, provided that, at the time of any such prepayment or repurchase the Senior Leverage Ratio shall be less than 1.1 times;”

 

Section 6. Waivers regarding Reorganization in Luxembourg. Borrower has informed the Administrative Agent that, in connection with its previously disclosed internal corporate reorganization, it requests limited waivers as follows: (i) a waiver of Section 6.10 solely to allow the issuance of preferred equity certificates by Luxembourg Intermediate Holdings to its parent, Luxembourg Holdings, which preferred equity certificates shall contemporaneously with their issuance be pledged under the Security Documents, (ii) a waiver of paragraph (n) of Article VIII of the Credit Agreement solely to allow the corporate reorganization outlined in Schedule I, to the extent the steps contemplated thereby would otherwise constitute a Change of Control, and to the extent the delay in implementing such internal corporate reorganization shall have constituted a Change of Control under clauses (d) and (e) of the definition of Change of Control (and any notice required under Section 5.02(a) thereof), (iii) a waiver of any prohibition on transferring pledged accounts to the extent necessary to allow Luxembourg Holdings to transfer a bank account with a balance not to exceed $20,000, to Luxembourg Intermediate Holdings, (iv) a waiver of any technical defaults not already contemplated by the foregoing clauses (i) through (iii), solely to the extent necessary to accomplish the interim steps of the corporate reorganization outlined in Schedule I, provided that, such additional waiver shall have been approved by the Administrative Agent in its sole discretion, and (v) a consent to amend or modify the Holdings Senior Discount Note Documents, solely to the extent necessary to allow for the corporate reorganization outlined in Schedule I, to the extent the steps contemplated thereby would otherwise constitute a Change of Control (as defined in the Holdings Senior Discount Note Agreement), and to the extent the delay in implementing such internal corporate reorganization shall have constituted a Change of Control (as defined in the Holdings Senior Discount Note Agreement). At the request of Borrower, the undersigned Lenders, constituting Requisite Lenders under the Credit Agreement, hereby agree to the limited waivers and consents specified in clauses (i) through (v) above, and hereby authorize the Administrative Agent to enter into such documentation reasonably acceptable to it in order to effectuate the foregoing. If the corporate reorganization outlined in Schedule I is not completed by March 31, 2003, the foregoing waivers, consents and authorizations set forth in this Section 6 shall expire.

 

Section 7. Conditions Precedent. This Amendment shall become effective on the date hereof, provided that each of the following shall be satisfied on such date:

 

(a) The Administrative Agent shall have received all of the following, in form and substance satisfactory to the Administrative Agent:

 

(i) Amendment Documents. This Amendment and each other instrument, document or certificate required by the Administrative Agent tobe executed or delivered by the Borrower or any other Person in connection with this Amendment, duly executed by such Persons (the “Amendment Documents”);

 

(ii) Consent of Lenders. The execution of this Amendment by the  Required Lenders;

 

(iii) Additional Information. Such additional documents,  instruments and information as the Administrative Agent may reasonably request to effect the transactions contemplated hereby; and

 

(iv) Amendment Fee. An amendment fee, payable to the Administrative Agent for the account of each consenting Lender, in an amount equal to 0.125% times the sum of each such

 

 

Lender’s Revolving Commitment and the principal amount of its outstanding  Term Loans, pro forma after giving effect to the prepayments in Section 3  hereof.

 

(b) The representations and warranties contained herein and in the Credit Agreement shall be true and correct in all material respects as of the date hereof as if made on the date hereof (except for those which by their terms specifically refer 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).

 

(c) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all other agreements, documents and instruments executed and/or delivered pursuant hereto, and all legal matters incident thereto, shall be satisfactory to the Administrative Agent.

 

(d) The Administrative Agent shall have received such documentation and confirming legal opinions as it shall have requested confirming the first priority security interests of the Lenders in connection with the internal corporate reorganization outlined in Section 6 above.

 

(e) No Default or Event of Default shall have occurred and be continuing, after giving effect to this Amendment.

 

Section 8. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof and after giving effect to this Amendment, (a) all representations and warranties set forth in the Credit Agreement and in any other Loan Document are true and correct in all material respects as if made again on and as of such date (except those, if any, which by their terms specifically relate only to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date), (b) no Default or Event of Default has occurred and is continuing, and (c) the Credit Agreement (as amended by this Amendment), and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof.

 

Section 9. Survival of Representations and Warranties. All representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative Agent or the Lenders, or any closing, shall affect the representations and warranties or the right of the Administrative Agent and the Lenders to rely upon them. If any representation or warranty made in this Amendment is false in any material respect, then such shall constitute an Event of Default under the Credit Agreement.

 

Section 10. Reference to Agreement. Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document under the Credit Agreement.

 

Section 11. Costs and Expenses. The Borrower shall pay on demand all reasonable costs and expenses of the Administrative Agent (including the reasonable fees, costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment.

 

 

Section 12. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 

Section 13. Execution. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

 

Section 14. Limited Effect. This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be a waiver of any rights or remedies any Lender may have under the Credit Agreement or under any other Loan Document, and shall not be considered to create a course of dealing or to otherwise obligate in any respect any Lender to execute similar or other amendments or grant any waivers under the same or similar or other circumstances in the future.

 

Section 15. Ratification By Guarantors. Each of the Guarantors hereby agrees to this Amendment and acknowledges that such Guarantor’s Guaranty shall remain in full force and effect without modification thereto.

 

{signature pages follow}

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

	HERBALIFE INTERNATIONAL, INC.
	By:	/s BRIAN KANE
		Name: Brian Kane
		Title: Co-President

 

 

Acknowledged and Agreed to by each of the Guarantors:

 

	WH HOLDINGS (CAYMAN ISLANDS) LTD.,
	a Cayman Islands corporation, as a Guarantor
	By:	/s/ STEVEN E. RODGERS
		Name: Steven E. Rodgers
		Title:

 

 

 

 

	WH INTERMEDIATE HOLDINGS LTD.,
	a Cayman Islands corporation, as a Guarantor
	By:	/s/ STEVEN E. RODGERS
		Name: Steven E. Rodgers
		Title:
	WH LUXEMBOURG CM S.a.R.L.,
	a Luxembourg corporation, as a Guarantor
	By:	/s/ FABRIZIO SUARIA
		Name: Fabrizio Suaria
		Title:
	WH LUXEMBOURG HOLDINGS S.a.R.L.,
	a Luxembourg corporation, as a Guarantor
	By:	/s/ FABRIZIO SUARIA
		Name: Fabrizio Suaria
		Title:
	WH LUXEMBOURG INTERMEDIATE HOLDINGS S.a.R.L., a Luxembourg corporation, as a Guarantor
	By:	/s/ FABRIZIO SUARIA
		Name: Fabrizio Suaria
		Title:

 

 

 

	HERBALIFE INTERNATIONAL OF AMERICA, INC.,
	a California corporation, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: Co-President
	HERBALIFE INTERNATIONAL OF EUROPE, INC.,
	a California corporation, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: President
	HERBALIFE INTERNATIONAL COMMUNICATIONS, INC.,
	a California corporation, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: President
	HERBALIFE INTERNATIONAL DISTRIBUTION, INC., a California corporation, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: President

 

 

 

 

 

 

	HERBALIFE TAIWAN, INC.,
	a California corporation, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: President
	HERBALIFE INTERNATIONAL (THAILAND), LTD.,
	a California corporation, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: President
	HERBALIFE CHINA, LLC,
	a Delaware limited liability company, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: Chairman of the Board of Members
	HERBALIFE INTERNATIONAL DO BRASIL LTDA., a corporation dually incorporated in Brazil and Delaware, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: President

 

 

 

	HERBALIFE INTERNATIONAL FINLAND OY,
	a Finnish corporation, as a Guarantor
	By:	/s/ FABRIZIO SUARIA
		Name: Fabrizio Suaria
		Title:
	HERBALIFE INTERNATIONAL OF ISRAEL (1990) LTD.,
	an Israeli corporation, as a Guarantor
	By:	/s/ BRIAN KANE
		Name: Brian Kane
		Title: President
	HERBALIFE SWEDEN AKTIEBOLAG,
	a Swedish corporation, as a Guarantor
	By:	/s/ FABRIZIO SUARIA
		Name: Fabrizio Suaria
		Title:
	UBS AG, STAMFORD BRANCH,
	as Administrative Agent
	and a Lender
	By:	/s/ ROBERT REUTER
		Name: Robert Reuter
		Title: Executive Director
	By:	/s/ LYNNE B. ALFARONE
		Name: Lynne B. Alfarone
		Title: Associate Director Banking Products Services, US

 

 

	Denali Capital LLC
	managing member of DC Funding Partners, portfolio manager
	for DENALI CAPITAL CLO I, LTD., or an affiliate
	as a Lender
	By:	/s/ JOHN P. THACKER
		Name: John P. Thacker
		Title: Chief Credit Officer
	Denali Capital LLC,
	managing member of DC Funding Partners, portfolio manager
	for DENALI CAPITAL CLO II, LTD., or an affiliate
	as a Lender
	By:	/s/ JOHN F. THACKER
		Name: John F. Thacker
		Title: Chief Credit Officer
	Sankaty Advisors, LLC
	as Collateral Manager for Castle Hill I–INGOTS, Ltd.,
	as Term Lender
	By:	/s/ DIANE J. EXTER
		Name: Diane J. Exter
		Title:	Managing Director
			Portfolio Manager

 

 

	Sankaty Advisors, LLC
	as Collateral Manager for Castle Hill II–INGOTS, Ltd.,
	as Term Lender
	By:	/s/ DIANE J. EXTER
		Name: Diane J. Exter
		Title:	Managing Director
			Portfolio Manager
	Sankaty Advisors, LLC
	as Collateral Manager for Great Point CLO 1999-1, Ltd.,
	as Term Lender
	By:	/s/ DIANE J. EXTER
		Name: Diane J. Exter
		Title:	Managing Director
			Portfolio Manager
	Sankaty Advisors, LLC
	as Collateral Manager for Race Point CLO, Limited,
	as Term Lender
	By:	/s/ DIANE J. EXTER
		Name: Diane J. Exter
		Title:	Managing Director
			Portfolio Manager
	Sankaty High Yield Partners III, LP
	By:	/s/ DIANE J. EXTER
		Name: Diane J. Exter
		Title:	Managing Director
			Portfolio Manager

 

 

 

	PACIFICA PARTNERS I, L.P.,
	as a Lender
	By:	/s/ TOM COLWELL
		Name: Tom Colwell
		Title: VP
	Franklin Floating Rate Trust
	as a Lender
	By:	/s/ RICHARD D'ADDARIO
		Name: Richard D'Addario
		Title: Senior Vice President
	Franklin CLO I, LIMITED
	as a Lender
	By:	/s/ RICHARD D'ADDARIO
		Name: Richard D'Addario
		Title: Senior Vice President

 

 

 

	Franklin CLO II, Limited
	as a Lender
	By:	/s/ RICHARD D'ADDARIO
		Name: Richard D'Addario
		Title: Senior Vice President
	Franklin CLO III, Limited
	as a Lender
	By:	/s/ RICHARD D'ADDARIO
		Name: Richard D'Addario
		Title: Senior Vice President
	GoldenTree High Yield Opportunities I, LP
	By: GoldenTree Asset Management, LP
	as a Lender
	By:	/s/ FREDERICK S. HADDAD
		Name: Frederick S. Haddad
		Title:
	GoldenTree High Yield Opportunities II, L.P.
	By: GoldenTree Asset Management, LP
	as a Lender
	By:	/s/ FREDERICK S. HADDAD
		Name: Frederick S. Haddad
		Title:

 

 

 

 

 

	GoldenTree Loan Opportunities I, Limited
	By: GoldenTree Asset Management, LP
	as a Lender
	By:	/s/ FREDERICK S. HADDAD
		Name: Frederick S. Haddad
		Title:
	Reliance Standard Life Insurance Company
	By: GoldenTree Asset Management, LP
	as a Lender
	By:	/s/ FREDERICK S. HADDAD
		Name: Frederick S. Haddad
		Title:
	WF Foundation
	By: GoldenTree Asset Management, LP
	as a Lender
	By:	/s/ FREDERICK S. HADDAD
		Name: Frederick S. Haddad
		Title:
	SunAmerica Life Insurance Company
	as a Lender
	By:	/s/ JOHN G. LAPHAM, III
		Name: John G. Lapham, III
		Title: Authorized Agent

 

 

	Venture CDO 2002, Limited
	By its investment advisor, Barclays Capital
	Asset Management Limited
	By its sub-advisor, Barclays Bank PLC, New York Branch
	as a Lender
	By:	/s/ MARIA P. CRUZ
		Name: Maria P. Cruz
		Title: Manager
	Whitney Private Debt Fund, L.P.,
	as a Lender
	By:	/s/ MARC S. DIAGONALE
		Name: Marc S. Diagonale
		Title: Authorized Signatory
	1888 Fund, Ltd.
	as a Lender
	By:	/s/ TODD BOEHLY
		Name: Todd Boehly
		Title: Managing Director
	Harch CLO I, Ltd.
	as a Lender
	By:	/s/ MICHAEL E. LEWITT
		Name: Michael E. Lewitt
		Title: Authorized Signatory

 

 

	Venture II CDO 2002, Limited
	By its investment advisor, Barclays Bank PLC,
	New York Branch
	as a Lender
	By:	/s/ MARIA P. CRUZ
		Name: Maria P. Cruz
		Title: Manager

 

                IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

executed by their respective officers thereunto duly authorized, as of the date

first above written (December 18, 2002).

 

 

	Seaboard CLO 2000 LTD
	By:	ORIX Capital Markets, LLC
	Its	Collateral Manager
	By:	/s/ SHEPPARD H.C. DAVIS, JR.
		Name: Sheppard H.C. Davis, Jr.
		Title: Managing Director

 

 

                IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

executed by their respective officers thereunto duly authorized, as of the date

first above written (December 18, 2002).

 

 

	LONG LANE MASTER TRUST IV
	By Fleet National Bank as Trust Administrator
	By:	/s/ KEVIN KEARNS
		Name: Kevin Kearns
		Title: Managing Director
	GENERAL ELECTRIC CAPITAL CORPORATION
	(Merchant Banking Group), as Syndication Agent
	By:	/s/ MATTHEW COLUCCI
		Name: Matthew Colucci
		Title: Its Authorized Signatory
	GE CAPITAL, CAPITAL FUNDING, INC.
	as a Lender
	By:	/s/ JAMES H. KAUFMAN
		Name: James H. Kaufman
		Title: Authorized Signatory

 

 

 

	COOPERATIEVE CENTRALE
	RAIFFEISEN-BOERENLEENBANK, B.A.,
	"RABOBANK INTERNATIONAL", NEW YORK BRANCH
	as a Lender
	By:	/s/ ANDRE BLORN
		Name: Andre Blorn
		Title:		Managing Director
				Credit Risk Management
	By:	/s/ RICHARD T. KEMME
		Name: Richard T. Kemme
		Title: Vice President
	ING PRIME RATE TRUST
	By ING Investments, LLC
	as its investment manager
	By:	/s/ MICHEL PRINCE
		Name: Michel Prince, CFA
		Title: Vice President
	PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
	By:	ING Investments, LLC
		as its investment manager
	HARBOUR TOWN FUNDING LLC
	as a Lender
	By:	/s/ ANN E. MORRIS
		Name: Ann E. Morris
		Title: Asst Vice President

 

 

 

	Landmark CDO Ltd
	as a Lender
	By:	/s/ ALADDIN CAPITAL MANAGEMENT
		Name: T.G., VP
		Title:
	Landmark II CDO Ltd.
	as a Lender
	By:	/s/ ALADDIN CAPITAL MANAGEMENT
		Name: T.G., VP
		Title:

 

 

AMORTIZATION TABLE
DATE			TERM LOAN AMOUNT
June 30, 2003			$	2,177,419.35
September 30, 2003			$	6,532,258.06
December 31, 2003			$	6,532,258.06
March 31, 2004			$	6,532,258.06
June 30, 2004			$	6,532,258.06
September 30, 2004			$	6,532,258.06
December 31, 2004			$	6,532,258.06
March 31, 2005			$	6,532,258.06
June 30, 2005			$	6,532,258.06
September 30, 2005			$	6,532,258.06
December 31, 2005			$	6,532,258.06
March 31, 2006			$	6,532,258.06
June 30, 2006			$	6,532,258.06
September 30, 2006			$	6,532,258.06
December 31, 2006			$	6,532,258.06
March 31, 2007			$	6,532,258.06
June 30, 2007			$	6,532,258.06
September 30, 2007			$	6,532,258.06
December 31, 2007			$	6,532,258.06
March 31, 2008			$	6,532,258.06
June 30, 2008			$	8,709,677.51
			$	135,000,000.00