Exhibit 10.2



 





Exhibit 10.2




AMENDMENT NO. 5 TO AMENDED AND

RESTATED CREDIT AGREEMENT




     This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment No. 5”), dated as of October 13, 2004 and effective as of the
Amendment Effective Date (as defined below), is made among GENCORP INC., an
Ohio corporation (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS,
for itself, as a Lender and as Administrative Agent for the Lenders (the
“Administrative Agent”), and the other Lenders signatory to the
hereinafter defined Credit Agreement.



RECITALS




     A. The Administrative Agent, the Lenders and the Borrower are party to
that certain Amended and Restated Credit Agreement dated as of December 28,
2000 and amended and restated as of October 2, 2002 (as amended by that certain
Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver and
Consent dated as of July 29, 2003 (“Amendment No. 1”), that certain
Amendment No. 2 to Amended and Restated Credit Agreement dated as of August 25,
2003 (“Amendment No. 2”), that certain Amendment No. 3 to Amended and
Restated Credit Agreement and Limited Waiver dated as of December 31, 2003
(“Amendment No. 3”), and that certain Amendment No. 4 to Amended and
Restated Credit Agreement, Consent and Waiver dated as of August 30, 2004
(“Amendment No. 4”), (collectively with Amendment No. 1, Amendment No.
2, Amendment No. 3 and Amendment No. 4, and as further amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”).



     B. On and subject to the terms and conditions hereof, the Administrative
Agent, the Lenders and the Borrower wish to amend certain provisions of the
Credit Agreement as set forth herein, all subject to the express terms and
conditions specified in this Amendment No. 5.



     C. This Amendment No. 5 shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment No. 5; capitalized terms
used herein without definition are so used as defined in the Credit Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:



     1. Amendments to Credit Agreement. On the Amendment Effective
Date, the Credit Agreement is hereby amended as follows:




     (a) Section 4.4(d) of the Credit Agreement shall be amended by
deleting the last five sentences of such subsection in their entirety and
inserting the following sentences in lieu thereof:




“Furthermore, notwithstanding anything to the contrary in
this Section 4.4(d), upon receipt thereof, subject to
the provisions of this subsection, an amount equal to 100%
of the Net Sale Proceeds of the Automotive Business Sale
shall be made available to the Borrower and applied, in
part, on the date of receipt thereof, as follows: (A) the
Borrower shall repay,



 









 






pro rata, the outstanding Revolving Loans (without a
permanent reduction of the Revolving Commitments) pursuant
to Section 4.5(a), and (B) the Borrower shall deposit
$70,000,000 of such Net Sale Proceeds (the “Retained
Amount”) into a designated account of the Borrower at a
domestic office of one of the Lenders (the “Retained
Proceeds Account”). The Retained Amount shall not be
withdrawn from the Retained Proceeds Account by the Borrower
except as provided in the last sentence hereof. Amounts
held in the Retained Proceeds Account shall be pledged to
the Lenders and held as cash collateral on behalf of all of
the Lenders by the Lender with which the Retained Proceeds
Account is established (and such Lender shall act as
collateral sub-agent for the Collateral Agent in accordance
with this Agreement). The Retained Amount shall be invested
solely in Cash and Cash Equivalents. Notwithstanding
anything in this Agreement to the contrary, including,
without limitation Section 12.1(a), amounts held in
the Retained Proceeds Account shall not be released from
such account, other than strictly in accordance with the
following sentence. On or prior to March 1, 2005 (the
“Approval Date”) the Borrower shall be required to
obtain approval for the use of an amount equal to 100% of
the Net Sale Proceeds (except that no such approval shall be
required to the extent the Borrower shall use such amount to
prepay, on a pro rata basis, first, the Term Loans
and second, the Revolving Loans, all in accordance
with the terms and procedures set forth in this Section
4.4(d)) as follows: (i) with respect to $20,000,000 or
less of the Net Sale Proceeds, such amount may be released
from the Retained Proceeds Account on or prior to the
Approval Date for any purpose with the consent of 75% of the
Lenders (other than Defaulting Lenders), and (ii) with
respect to more than $20,000,000 of the Net Sales Proceeds,
such amount may be released from the Retained Proceeds
Account on or prior to the Approval Date for any purpose
with the consent of 100% of the Lenders (other than
Defaulting Lenders).”




     (b) Section 5.1 of the Credit Agreement shall be amended by deleting
the last paragraph thereof in its entirely and inserting the following in
lieu thereof:




     “Notwithstanding anything in this Agreement to the
contrary, on or prior to the Approval Date and subject to
the terms of Section 4.4(d) relating thereto, the
Borrower hereby agrees and acknowledges that at any time as
the Borrower shall have $50,000,000 or more of aggregate
cash or liquid investments on hand (including, without
limitation, cash or investments held in the Retained
Proceeds Account), the Borrower shall not request a
Borrowing of any Revolving Loan hereunder and the Revolving
Lenders shall not be obligated to make any such Revolving
Loan to the Borrower; provided however that
the Borrower may request the issuance of Letters of Credit
in accordance with the terms of this Agreement, and
provided further however that the
Borrower may on or prior to the Approval Date request a
Borrowing of Revolving Loans hereunder in order to repay, on
a pro rata basis, first, the Term Loans and


2









 






second, the Revolving Loans, all in accordance
with the terms and procedures set forth in Section
4.4(d), so long as such Borrowing is in compliance in
all respects with this Agreement and so long as the amount
of such requested Borrowing does not exceed the amount of
Revolving Loans repaid by the Borrower from the Net Sale
Proceeds of the Automotive Business Sale pursuant to
Section 4.4(d)(A). At any such time, prior to the
Approval Date, that the Borrower shall request a Borrowing
of any Revolving Loan, the Borrower shall be required, in
connection with such request, to represent and warrant to
the Administrative Agent and the Lenders that the Borrower
has on hand less than $50,000,000 of aggregate cash and
liquid investments or is otherwise in compliance with this
provision. Further, notwithstanding anything in this
Agreement to the contrary, including, without limitation
Section 12.1(a), this paragraph may not be amended,
modified or waived without the consent of the Required
Lenders and the consent of 100% of the Revolving Lenders
(other than, in each case, Defaulting Lenders).”



     2. Representations and Warranties. As of the date hereof, the
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders as follows:




     (a) After giving effect to this Amendment No. 5 (i) no Unmatured
Event of Default or Event of Default shall have occurred or be continuing
and (ii) the representations and warranties of the Borrower contained in
the Loan Documents shall each be true and correct in all material
respects at and as of the date hereof to the same extent as though made
on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date in which event such
representation and warranties shall be true and correct as of such
specified date.




     (b) The execution, delivery and performance, as the case may be, by
the Borrower of this Amendment No. 5 and the other Loan Documents and
transactions contemplated hereby are within the Borrower’s corporate
powers, have been duly authorized by all necessary corporate action
(including, without limitation, all necessary shareholder approvals) of
the Borrower, shall have received all necessary governmental approvals,
and do not and will not contravene or conflict with any provision of law
applicable to the Borrower, the certificate or articles of incorporation
or bylaws of the Borrower, or any order, judgment or decree of any court
or other agency of government or any contractual obligation binding upon
the Borrower. No authorization or approval or other action by, and no
notice to or filing or registration with, any governmental authority or
other Person is required in connection with the execution, delivery and
performance of this Amendment No. 5 or the transactions contemplated
herein, other than those obtained and in full force and effect.




     (c) Each of this Amendment No. 5, the Credit Agreement and any other
Loan Document is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its respective terms,
except to the extent enforceability is limited by bankruptcy, insolvency
or similar laws affecting the rights of creditors generally or by
application of general principles of equity.



3









 






     (d) On the Amendment Effective Date, each of the Borrower and the
Subsidiary Guarantors is a duly organized and validly existing entity in
good standing in its jurisdiction of incorporation or formation.



     3. Conditions. This Amendment No. 5 shall become effective as of
August 30, 2004 (the “Amendment Effective Date”); provided, that
the Administrative Agent shall have received: (a) counterparts of this
Amendment No. 5 duly executed by the Borrower, the Subsidiary Guarantors, the
Administrative Agent and the percentage of Lenders required by the Credit
Agreement with respect to each amendment set forth herein; and (b) from the
Borrower all fees and expenses of legal counsel due and payable pursuant to
Section 12.4 of the Credit Agreement (to the extent then invoiced).



     4. Affirmation of Subsidiary Guarantors. By its signature set
forth below, each Subsidiary Guarantor hereby confirms to the Administrative
Agent and the Lenders that, after giving effect to this Amendment No. 5 and the
transactions contemplated hereby, the Subsidiary Guaranty of such Subsidiary
Guarantor and each other Loan Document to which such Subsidiary Guarantor is a
party continues in full force and effect and is the legal, valid and binding
obligation of such Subsidiary Guarantor, enforceable against such Subsidiary
Guarantor in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors’ rights generally or by equitable principles relating to
enforceability.



     5. Successors and Assigns. This Amendment No. 5 shall be binding
on and shall inure to the benefit of the Borrower, the Administrative Agent,
the Lenders and their respective successors and assigns; provided that the
Borrower may not assign its rights, obligations, duties or other interests
hereunder without the prior written consent of the Administrative Agent and the
Lenders. The terms and provisions of this Amendment No. 5 are for the purpose
of defining the relative rights and obligations of the Borrower, the
Administrative Agent and the Lenders with respect to the transactions
contemplated hereby and there shall be no third party beneficiaries of any of
the terms and provisions of this Amendment No. 5.



     6. Entire Agreement. This Amendment No. 5, the Credit Agreement
(as amended hereby) and the other Loan Documents constitute the entire
agreement of the parties with respect to the subject matter hereof.



     7. Incorporation of Credit Agreement. The provisions contained in
Sections 12.4, 12.9 and 12.10 of the Credit Agreement are incorporated herein
by reference to the same extent as if reproduced herein in their entirety with
respect to this Amendment No. 5.



     8. Amendment; Waiver. The parties hereto agree and acknowledge
that nothing contained in this Amendment No. 5 in any manner or respect limits
or terminates any of the provisions of the Credit Agreement or any of the other
Loan Documents other than as amended as expressly set forth herein, and further
agree and acknowledge that the Credit Agreement (as amended hereby) and each of
the other Loan Documents remain and continue in full force and effect and are
hereby ratified and confirmed. The execution, delivery and effectiveness of
this



4









 







Amendment No. 5 shall not operate as a waiver of any rights, power or remedy of
the Lenders or the Administrative Agent under the Credit Agreement or any other
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any other Loan Document. No delay on the part of any Lender or the
Administrative Agent in exercising any of their respective rights, remedies,
powers and privileges under the Credit Agreement or any of the Loan Documents
or partial or single exercise thereof, shall constitute a waiver thereof. On
and after the Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import,
and each reference to the Credit Agreement in the Loan Documents and all other
documents delivered in connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement, as amended hereby.



     9. Captions. Section captions used in this Amendment No. 5 are for
convenience only, and shall not affect the construction of this Amendment No.
5.



     10. Severability. Whenever possible each provision of this
Amendment No. 5 shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Amendment No. 5 shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Amendment No.
5.



     11. Counterparts. This Amendment No. 5 may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment No. 5
by telecopy shall be effective as delivery of a manually executed counterpart
of this Amendment No. 5.



[signature pages immediately follow]




5









 





     IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as of the
date first written above.


	 	 	 	 	 
	 	GENCORP INC.

 	 
	 	By:  	/s/ Terry L. Hall
 	 
	 	 	Name:  	TERRY L. HALL 	 
	 	 	Title:  	Chairman, President and Chief
Executive Officer 	 




 




Signature Page to Amendment
No. 5






 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET-GENERAL CORPORATION,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Yasmin R. Seyal
 	 
	 	 	Name:  	YASMIN R. SEYAL 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET ORDNANCE TENNESSEE, INC., as

Subsidiary Guarantor

 	 
	 	By:  	/s/ Dale G. Adams
 	 
	 	 	Name:  	DALE G. ADAMS 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENCORP PROPERTY INC., as Subsidiary

Guarantor

 	 
	 	By:  	/s/ Terry L. Hall
 	 
	 	 	Name:  	TERRY L. HALL 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GDX LLC, as Subsidiary Guarantor

 	 
	 	By:  	/s/ Terry L. Hall
 	 
	 	 	Name:  	TERRY L. HALL 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET FINE CHEMICALS LLC,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Yasmin R. Seyal
 	 
	 	 	Name:  	YASMIN R. SEYAL 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AEROJET INVESTMENTS LTD.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Frank V. Fogarty
 	 
	 	 	Name:  	FRANK V. FOGARTY 	 
	 	 	Title:  	Vice President, Chief Financial
Officer and Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RKO GENERAL, INC., as Subsidiary Guarantor

 	 
	 	By:  	/s/ Terry L. Hall
 	 
	 	 	Name:  	TERRY L. HALL 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as

Lender, Administrative Agent and Facing Agent

 	 
	 	By:  	/s/ Susan LeFevre
 	 
	 	 	Name:  	SUSAN LE FEVRE 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK ONE, NA,

as Lender

 	 
	 	By:  	/s/ Stephen C. Price
 	 
	 	 	Name:  	STEPHEN C. PRICE 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ABN AMRO BANK N.V.,

as Lender

 	 
	 	By:  	/s/ Terrance J. Ward
 	 
	 	 	Name:  	TERRANCE J. WARD 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ Peter J. Hallan
 	 
	 	 	Name:  	PETER J. HALLAN 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Lender

 	 
	 	By:  	/s/ Elizabeth T. Ying
 	 
	 	 	Name:  	ELIZABETH T. YING 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as Lender

 	 
	 	By:  	/s/ Chris Osborn
 	 
	 	 	Name:  	CHRIS OSBORN 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK,

as Lender

 	 
	 	By:  	/s/ Kenneth M. Blackwell
 	 
	 	 	Name:  	KENNETH M. BLACKWELL 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

as Lender

 	 
	 	By:  	/s/ Kathleen D. Schurr
 	 
	 	 	Name:  	KATHLEEN D. SCHURR 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as Lender

 	 
	 	By:  	/s/ Gregory J. Mellor
 	 
	 	 	Name:  	GREGORY J. MELLOR 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, N.A.,

as Lender

 	 
	 	By:  	/s/ Robert G. McGill, Jr.
 	 
	 	 	Name:  	ROBERT G. MCGILL JR. 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ING CAPITAL LLC,

as Lender

 	 
	 	By:  	/s/  David Scott Orner
 	 
	 	 	Name:  	DAVID SCOTT ORNER 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AMMC CDO II, LIMITED,

as Lender

 	 
	 	By:  	American Money Management Corp.,
 	 
	 	 	as Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Chester M. Eng
 	 
	 	 	Name:  	CHESTER M. ENG 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACIFICA CDO IV,

as Lender

 	 
	 	By:  	Alcentra as its Investment Manager
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ D. Kawai
 	 
	 	 	Name:  	D. KAWAI 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STANFIELD CLO, LTD.,

as Lender

 	 
	 	By:  	Stanfield Capital Partners LLC as its
 	 
	 	 	Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	Name:  	CHRISTOPHER E. JANSEN 	 
	 	 	Title:  	Managing Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WINDSOR LOAN FUNDING, LIMITED,

as Lender

 	 
	 	By:  	Stanfield Capital Partners LLC as its
 	 
	 	 	Investment Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	Name:  	CHRISTOPHER E. JANSEN 	 
	 	 	Title:  	Managing Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STANFIELD ARBITRAGE CDO, LTD.,

as Lender

 	 
	 	By:  	Stanfield Capital Partners LLC as its
 	 
	 	 	Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	 	 
	 	 	Name:  	CHRISTOPHER E. JANSEN 	 
	 	 	Title:  	Managing Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STANFIELD QUATTRO CLO, LTD.,

as Lender

 	 
	 	By:  	Stanfield Capital Partners LLC as its
 	 
	 	 	Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	 	 
	 	 	Name:  	CHRISTOPHER E. JANSEN 	 
	 	 	Title:  	Managing Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HAMILTON CDO, LTD.,

as Lender

 	 
	 	By:  	Stanfield Capital Partners LLC as its
 	 
	 	 	Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Christopher E. Jansen
 	 
	 	 	 	 
	 	 	Name:  	CHRISTOPHER E. JANSEN 	 
	 	 	Title:  	Managing Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	C-SQUARED CDO LTD,

as Lender

 	 
	 	By:  	TCW Advisors, Inc.,
 	 
	 	 	as its Portfolio Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ G. Steven Kalin
 	 
	 	 	Name:  	G. STEVEN KALIN 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CELERITY CLO LIMITED,

as Lender

 	 
	 	By:  	TCW Advisors, Inc.,
 	 
	 	 	as Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                  /s/ G. Steven Kalin
 	 
	 	 	Name:  	G. STEVEN KALIN 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                   /s/ Mark L. Gold
 	 
	 	 	Name:  	MARK L. GOLD 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KZH CRESCENT-3 LLC,

as Lender

 	 
	 	By:  	/s/  Hi Hua
 	 
	 	 	Name:  	HI HUA 	 
	 	 	Title:  	Authorized Agent 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TCW SELECT LOAN FUND, LIMITED,

as Lender

 	 
	 	By:  	TCW Advisors, Inc.,
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                   /s/ G. Steven Kalin
 	 
	 	 	Name:  	G. STEVEN KALIN 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                   /s/ Mark L. Gold
 	 
	 	 	Name:  	MARK L. GOLD 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST 2004-I CLO, LTD.,

as Lender

 	 
	 	By:  	TCW Advisors, Inc.,
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ G. Steven Kalin
 	 
	 	 	Name:  	G. STEVEN KALIN 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Mark L. Gold
 	 
	 	 	Name:  	MARK L. GOLD 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	VELOCITY CLO, LTD.,

as Lender

 	 
	 	By:  	TCW Advisors, Inc.,
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ G. Steven Kalin
 	 
	 	 	Name:  	G. STEVEN KALIN 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Mark L. Gold
 	 
	 	 	Name:  	MARK L. GOLD 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIRST 2004-II CLO, LTD.,

as Lender

 	 
	 	By:  	TCW Advisors, Inc.,
 	 
	 	 	as its Collateral Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ G. Steven Kalin
 	 
	 	 	Name:  	G. STEVEN KALIN 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Mark L. Gold
 	 
	 	 	Name:  	MARK L. GOLD 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STANFIELD MODENA CLO, LTD.,

as Lender

 	 
	 	By:  	Stanfield Capital Partners LLC as its
 	 
	 	 	Asset Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Christopher E. Jansen
 	 
	 	 	Name:  	CHRISTOPHER E. JANSEN 	 
	 	 	Title:  	Managing Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AVL LOAN FUNDING LLC

as Lender

 	 
	 	By:  	/s/ Jason Trala
 	 
	 	 	Name:  	JASON TRALA 	 
	 	 	Title:  	Attorney-in-Fact