EXHIBIT 10.52
CONFORMED AS EXECUTED
FOURTH AMENDMENT
FOURTH AMENDMENT (this "Amendment"), dated as of April 1, 2003, among
RESOLUTION PERFORMANCE PRODUCTS INC., a Delaware corporation ("Holdings"),
RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company ("RPP
USA"), RPP CAPITAL CORPORATION, a Delaware corporation ("US Finance Corp." and,
together with RPP USA, the "US Borrowers" and each, a "US Borrower"), RESOLUTION
EUROPE B.V. (formerly known as Resolution Nederland B.V.), a company organized
under the laws of The Netherlands (the "Dutch Borrower" and, together with the
US Borrowers, the "Borrowers" and each, a "Borrower"), the lenders from time to
time party to the Credit Agreement referred to below (each, a "Lender" and,
collectively, the "Lenders"), and XXXXXX XXXXXXX SENIOR FUNDING, INC., as
Administrative Agent (in such capacity, the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrowers, the Lenders and the Administrative
Agent are parties to a Credit Agreement, dated as of November 14, 2000 (as
amended, modified or supplemented to, but not including, the date hereof, the
"Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment,
Holdings, the Borrowers, the Lenders and the Administrative Agent agree as
follows;
NOW, THEREFORE, it is agreed:
1. On the date that each of the conditions set forth in Section
27(b) of this Amendment have been satisfied, the Total Revolving Loan Commitment
shall be permanently reduced to $75,000,000 (as such amount may be further
reduced from time to time in accordance with the terms of the Credit Agreement),
with such reduction to be applied ratably to each RL Lender's Revolving Loan
Commitment based on its RL Percentage.
2. Section 4.02(e) of the Credit Agreement is hereby amended by (x)
inserting the text "(i) except with respect to the Net Cash Proceeds from the
issuance of Senior Secured Notes," immediately following the text "pursuant to
this Section 4.02," appearing in the first sentence of said Section and (y)
inserting the following new clause (ii) at the end of said first sentence:
", and (ii) on each date on which Holdings or any of its Subsidiaries
receives any cash proceeds from the issuance of any Senior Secured Notes,
an amount equal to 100% of the Net Cash Proceeds from such issuance shall
be applied as a mandatory repayment and/or commitment reduction in
accordance with the requirements of Sections 4.02(i) and (j), provided,
however, with respect to the first $200,000,000 of gross proceeds from
issuances of Senior Secured Notes, the Borrower only shall be required to
apply the first $135,000,000 in Net Cash Proceeds therefrom as a mandatory
repayment and/or commitment reduction as provided above in this clause (ii)
(although 100% of the Net
Cash Proceeds received from issuances of Senior Secured Notes in excess of
$200,000,000 in aggregate principal amount shall be required to be applied
as a mandatory repayment and/or commitment reduction as provided above in
this clause (ii))."
3. Section 7 of the Credit Agreement is hereby amended by inserting
the following new Section 7.27 at the end thereof:
"7.27 Senior Subordinated Note Indenture. (a) This Agreement and the
other Credit Documents constitute part of the "Credit Agreement" and
"Designated Senior Debt" for purposes of (and as defined in) the Senior
Subordinated Note Indenture.
(b) The Senior Secured Note Documents also constitute part of the
"Credit Agreement" and "Designated Senior Debt" for purposes of (and as
defined in) the Senior Subordinated Note Indenture, and the Senior Secured
Notes may properly be issued in reliance on clause (2) of the definition of
"Permitted Indebtedness" contained in the Senior Subordinated Note
Indenture (in each case until such time, if any, as the Indebtedness in
respect of the Senior Secured Note Documents may be reclassified in
reliance on another provision of, and otherwise permitted by, the Senior
Subordinated Note Indenture)."
4. Section 8.01(e) of the Credit Agreement is hereby amended by (x)
deleting the text "9.09," appearing in sub-clause (I)(x)(A) of said Section and
(y) inserting the text ", the Adjusted Bank Leverage Ratio" immediately after
the text "the Adjusted Total Leverage Ratio" appearing in sub-clause (I)(y) of
said Section.
5. Section 8.01(k) of the Credit Agreement is hereby amended by
inserting the text ", the Senior Secured Notes" immediately after the text
"Holdings PIK Junior Subordinated Notes" appearing in said Section.
6. Sections 8.14(a), 9.13(c) and 15.07(c) of the Credit Agreement
and the definitions of "Pro Forma Basis" and "Unrestricted Subsidiary" appearing
in Section 11 of the Credit Agreement are hereby amended by deleting the text
"Sections 9.09 and 9.10" in each place such text appears in said Sections and
definitions and, in each case, inserting the text "Section 9.10" in lieu
thereof.
7. Section 8.14 of the Credit Agreement is hereby further amended by
deleting the text "compliance with an Adjusted Senior Leverage Ratio not to
exceed (x) 3.50:1.00 in the case of any Permitted Acquisition consummated on or
prior to June 30, 2002, and (y) 3.25:1.00 in the case of any Permitted
Acquisition consummated thereafter, in each case on the last day of the relevant
Calculation Period," appearing in sub-clause (a)(v) of said Section and
inserting the text "that the Adjusted Bank Leverage Ratio on the last day of the
relevant Calculation Period would not be greater than the Maximum Permitted
Acquisition Bank Leverage Ratio at such time, calculated" in lieu thereof.
8. Section 9.03(c) of the Credit Agreement is hereby amended by
deleting the amount "$15,000,000" appearing in said Section and inserting the
amount "$20,000,000" in lieu thereof.
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9. Section 9.04(o) of the Credit Agreement is hereby amended by
deleting the amount "$4,000,000" appearing in sub-clause (y) of said Section and
inserting the amount "$10,000,000" in lieu thereof.
10. Section 9.04 of the Credit Agreement is hereby further amended by
(i) deleting the word "and" appearing at the end of clause (n) of said Section,
(ii) deleting the period appearing at the end of clause (o) of said Section and
inserting the text "; and" in lieu thereof and (iii) inserting the following new
clause (p) immediately after clause (o) of said Section:
"(p) Indebtedness of the US Borrowers and any other US Credit Party
that is a Subsidiary Guarantor incurred under the Senior Secured Notes and
the other Senior Secured Note Documents, which Indebtedness may be secured
by a second priority Lien on the Collateral owned by the US Borrowers and
the other US Credit Parties that are Subsidiary Guarantors pursuant to the
applicable Security Documents; provided, however, the Senior Secured Notes
shall not be secured by (i) any Mortgaged Property or (ii) any capital
stock or other securities of any Subsidiary owned by a US Credit Party to
the extent the aggregate principal amount, par value, book value as carried
by such Credit Party or the market value, whichever is the greatest, of any
such capital stock or other securities of any such Subsidiary is equal to
or greater than 20% of the aggregate outstanding principal amount of Senior
Secured Notes."
11. Section 9.08 of the Credit Agreement is hereby amended by
inserting the following text at the end of said Section:
"; it being understood and agreed, however, to the extent that the Senior
Secured Note Documents constitute part of the "Credit Agreement" for
purposes of the Senior Subordinated Note Indenture, the Senior Secured Note
Documents also may constitute "Designated Senior Debt" as defined in the
Senior Subordinated Note Indenture, provided that at all times prior to
such time as when the Total Commitment and all Letters of Credit have been
terminated and all Notes and outstanding Loans, together with interest,
Fees and other Obligations incurred hereunder have been paid in full in
cash in accordance with the terms hereof, no holder of a Senior Secured
Note nor the trustee in respect thereof may give (and the terms of the
Senior Secured Note Indenture shall expressly provide that no such Person
may give) any "Default Notice" pursuant to Section 10.2(b) or 12.2(b) of
the Senior Subordinated Note Indenture commencing, a "Payment Blockage
Period" thereunder".
12. Section 9.09 of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
9.09 in lieu thereof:
"Section 9.09 [Intentionally Omitted].".
13. Section 9.10 of the Credit Agreement is hereby restated in its
entirety as follows:
"9.10 Adjusted Bank Leverage Ratio. RPP USA will not permit the
Adjusted Bank Leverage Ratio to be greater than (x) 2.25:1:00 on the last
day of any fiscal quarter
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of RPP USA ending on or prior to December 31, 2005 and (y) 2.00:1.00 on the
last day of any fiscal quarter of RPP USA ending thereafter.
Notwithstanding anything to the contrary contained in the preceding
sentence or elsewhere in this Agreement, (i) all calculations of compliance
with this Section 9.10 shall be made on a Pro Forma Basis and (ii) in no
event shall the Adjusted Bank Leverage Ratio be greater than the Maximum
Permitted Acquisition Bank Leverage Ratio upon the consummation of, and
after giving effect on a Pro Forma Basis to, any Permitted Acquisition.".
14. Section 9.12(ii) of the Credit Agreement is hereby amended by
inserting the following text immediately after the text "in an aggregate
principal amount for all purchases made pursuant to this clause (y) not to
exceed" appearing in sub-clause (y) of the proviso thereof:
", when added to the aggregate principal amount of all Senior Secured Notes
purchased pursuant to clause (ix) of this Section 9.12,".
15. Section 9.12(vi) of the Credit Agreement is hereby amended by
inserting the text ", any Senior Secured Note Document (other than any amendment
or modification to any Security Document made in accordance with the terms
hereof and thereof)" immediately after the text "any Holdings PIK Junior
Subordinated Note" appearing in said Section.
16. Section 9.12 of the Credit Agreement is hereby further amended by
(x) deleting the word "or" appearing at the end of clause (vii) of said Section,
(y) deleting the period appearing at the end of clause (viii) of said Section
and inserting the text "; and" in lieu thereof and (z) inserting the following
new clause (ix) immediately after clause (viii) of said Section:
"(ix) make (or give any notice in respect of) any voluntary or
optional payment or prepayment on or redemption, repurchase or acquisition
for value of (including, without limitation, by way of depositing with the
trustee with respect thereto or any other Person money or securities before
due for the purpose of paying when due), or any prepayment or redemption as
a result of any asset sale, excess cash flow recapture, change of control
or similar event of, any Senior Secured Note (except, in the case of the
Senior Secured Notes, through the issuance of Exchange Senior Secured Notes
as contemplated in the definition of Senior Secured Notes and consistent
with the requirements of the definition of Exchange Senior Secured Notes),
provided that, so long as no Default or Event of Default then exists or
would result therefrom, the US Borrowers may repurchase the Senior Secured
Notes on the open market in an aggregate principal amount for all purchases
made pursuant to this proviso not to exceed, when added to the aggregate
principal amount of all Senior Subordinated Notes purchased pursuant to
clause (ii) of this Section 9.12, $37,500,000 so long as the Adjusted Total
Leverage Ratio is less than 4.0:1.0 on the last day of the Test Period most
recently ended prior to the consummation of the respective repurchase (as
set forth in the officer's certificate most recently delivered pursuant to
Section 8.01(e)).".
17. Section 9.14 of the Credit Agreement is hereby amended by (x)
inserting the text "and the Senior Secured Note Documents" immediately before
the comma appearing at
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the end of clause (xii) of said Section and (y) restating the parenthetical
appearing at the end of clause (xiv) of said Section as follows:
"(including those under this Agreement, the Senior Subordinated Notes and
the Senior Secured Notes)".
18. The definition of "Change of Control Event" appearing in Section
11 of the Credit Agreement is hereby amended by inserting the text "any Senior
Secured Note Document," immediately after the text "Senior Subordinated Note
Document," appearing in each of clauses (I)(e) and (II)(c) of said definition.
19. The definition of "Consolidated Net Income" appearing in Section
11 of the Credit Agreement is hereby amended by (x) deleting the word "and"
appearing at the end of clause (A)(iv) of said definition and inserting a comma
in lieu thereof and (y) inserting the following new clause (vi) immediately
before the word "minus" appearing at the end of clause (A)(v) of said
definition:
"and (vi) any non-recurring cash and non-cash transaction expenses incurred
in connection with the issuance of the Senior Secured Notes".
20. The definition of "Documents" appearing in Section 11 of the
Credit Agreement is hereby amended by (x) deleting the word "and" appearing at
the end of clause (v) of said definition and (y) inserting the text ", and (vii)
on and after the delivery and execution thereof, the Senior Secured Note
Documents" at the end of said definition.
21. The definition of "L/C Supportable Indebtedness" appearing in
Section 11 of the Credit Agreement is hereby amended by (x) deleting the word
"and" appearing immediately after the text "(m)" appearing therein and inserting
a comma in lieu thereof and (y) inserting the text "and (p)" at the end of said
definition.
22. Clause (v) of the definition of "Pro Forma Basis" appearing in
Section 11 of Credit Agreement is hereby further amended by deleting the text
"Consolidated Interest Coverage Ratio" appearing in said clause and inserting
the text "Adjusted Bank Leverage Ratio" in lieu thereof.
23. Section 11 of the Credit Agreement is hereby further amended by
deleting the definitions of "Consolidated Interest Coverage Ratio" and "Maximum
Permitted Acquisition Leverage Ratio" appearing in said Section in their
entirety.
24. Section 11 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the proper alphabetical order:
"Adjusted Bank Leverage Ratio" shall mean the Adjusted Total Leverage
Ratio, except that references to "Consolidated Debt" and "Adjusted Total
Leverage Ratio" therein shall instead be references to "Consolidated Bank
Debt" and "Adjusted Bank Leverage Ratio," respectively.
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"Consolidated Bank Debt" shall mean, at any time, the sum of (i) the
aggregate outstanding principal amount of all Loans at such time and (ii)
the aggregate amount of all Unpaid Drawings in respect of all Letters of
Credit at such time.
"Exchange Senior Secured Notes" shall mean Senior Secured Notes which
are substantially identical securities to the Senior Secured Notes
initially issued under Section 9.04(p), which Exchange Senior Secured Notes
shall be issued pursuant to a registered exchange offer or private exchange
offer for the Senior Secured Notes and pursuant to the Senior Secured Note
Indenture. In no event will the issuance of any Exchange Senior Secured
Notes increase the aggregate principal amount of Senior Secured Notes then
outstanding or otherwise result in an increase in an interest rate
applicable to the Senior Secured Notes.
"Maximum Permitted Acquisition Bank Leverage Ratio" shall mean, at any
time, the maximum Adjusted Bank Leverage Ratio which may exist pursuant to
Section 9.10 without giving rise to a Default or an Event of Default at
such time, adjusted by reducing each ratio appearing in such Section 9.10
by 0.25.
"Senior Secured Note Documents" shall mean the Senior Secured Notes,
the Senior Secured Note Indenture and all other documents executed and
delivered with respect to the Senior Secured Notes or Senior Secured Note
Indenture, each of which shall be in form and substance reasonably
satisfactory to the Administrative Agent and, in each case, as the same may
be amended, modified or supplemented from time to time in accordance with
the terms hereof and thereof.
"Senior Secured Note Indenture" shall mean the indenture entered into
in connection with the issuance of the Senior Secured Notes among the US
Borrowers, the US Credit Parties which are Subsidiary Guarantors and the
trustee thereunder, as the same may be amended, modified or supplemented
from time to time in accordance with the requirements hereof and thereof.
"Senior Secured Notes" shall mean the US Borrowers' senior secured
notes due 2010, issued pursuant to the Senior Secured Note Indenture, as
the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof. As used herein, the term
"Senior Secured Notes" shall include any Exchange Senior Secured Notes
issued pursuant to the Senior Secured Note Indenture in exchange for
theretofore outstanding Senior Secured Notes, as contemplated by the
definition of Exchange Senior Secured Notes.
25. Section 15.07(a) of the Credit Agreement is hereby amended by (x)
inserting the text ", the Adjusted Bank Leverage Ratio" immediately following
the text "the Total Leverage Ratio" appearing in the first proviso of said
Section and (y) deleting the text "Sections 9.09 or 9.10" in each place such
text appears in said Section and inserting the text "Section 9.10" in lieu
thereof.
26. The Lenders hereby agree that Holdings, the US Borrowers, the
other US Credit Parties that are Subsidiary Guarantors and the Collateral Agent
shall be permitted to (and
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are hereby authorized to) enter into amendments to (or amend and restate) the
respective Security Documents (x) to provide for a "silent" second priority
security interest to be granted in favor of the holders of the Senior Secured
Notes in that portion of the Collateral otherwise permitted by Section 9.04(p)
of the Credit Agreement (as amended hereby), (y) to reflect the amendment set
forth in Section 8 of this Amendment and (z) to make technical modifications
thereto to reflect the revisions made to Article 9 of the UCC since the Initial
Borrowing Date, and with such amendments (or amendment and restatements), in
each case to be in form and substance satisfactory to the Administrative Agent.
27. (a) Sections 2, 10 and 24 (with respect to the definitions of
"Exchange Senior Secured Notes," "Senior Secured Notes" and "Senior Secured Note
Indenture") of this Amendment and Sections 28 through 32 of this Amendment shall
become effective as of the date set forth above on the date (the "Fourth
Amendment Effective Date") when Holdings, each Borrower and the Required Lenders
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office.
(b) The remaining Sections of this Amendment shall become effective as of the
date when:
(i) the condition set forth in preceding clause (a) has been
satisfied;
(ii) the first issuance of the Senior Secured Notes (as defined in
Section 24 of this Amendment) in an aggregate principal amount of at least
$150,000,000 shall have occurred;
(iii) the Administrative Agent shall have received from O'Melveny &
Xxxxx LLP, special counsel to the Credit Parties, an opinion addressed to
each Agent, the Collateral Agent and each of the Lenders and dated the
Fourth Amendment Effective Date, covering the matters incident to this
Amendment and the transactions contemplated herein and otherwise in form
and substance reasonably satisfactory to the Administrative Agent;
(iv) the US Borrowers shall have paid (or concurrently with the first
issuance of the Senior Secured Notes shall pay) to the Administrative Agent
all fees, costs and expenses (including, without limitation, the reasonable
legal fees and expenses of White & Case LLP) payable to the Administrative
Agent to the extent then due; and
(v) the Borrower shall have paid (or concurrently with the first
issuance of the Senior Secured Notes shall pay) to each Lender which shall
have executed and delivered a counterpart hereof (including by way of
facsimile transmission) to the Administrative Agent at the Notice Office on
or prior to 5:00 P.M. (New York time) on April 1, 2003 (or, if the Required
Lenders had not executed this Amendment by such time and date, on the
Fourth Amendment Effective Date), an amendment fee equal to the product of
(x) 0.10% multiplied by (y) the sum of such Lender's outstanding Term Loans
(calculated after giving effect to the prepayment of Term Loans
contemplated in Section 2 of this Amendment) and Revolving Loan Commitment
(calculated after the reduction thereto pursuant to Section 1 of this
Amendment) on such date.
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28. In order to induce the Lenders to enter into this Amendment,
Holdings and each Borrower hereby represent and warrant that (i) no Default or
Event of Default exists on the Fourth Amendment Effective Date, both before and
after giving effect to this Amendment and (ii) on the Fourth Amendment Effective
Date, both before and after giving effect to this Amendment, all representations
and warranties contained in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects (it being understood
that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
29. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be delivered to Holdings, the US Borrowers, Lenders and the
Administrative Agent.
30. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
31. From and after the Fourth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
32. This Amendment is limited as specified and shall not constitute a
modification, acceptance or amendment of any other provision of the Credit
Agreement or any other Credit Document.
* * *
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IN WITNESS WHEREOF, 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.
RESOLUTION PERFORMANCE PRODUCTS INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chairman
RESOLUTION PERFORMANCE PRODUCTS LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chairman
RPP CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chairman
RESOLUTION EUROPE B.V. (formerly known
as Resolution Nederland B.V.)
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chairman
XXXXXX XXXXXXX SENIOR FUNDING INC.,
as Administrative Agent
By: /s/ Xxxxxxx Xxxx
------------------------------------
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx Xxxxxxxx Xxxxxx
------------------------------------
Title: Manager Operations
AURUM CLO 2002-I LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Xxxxx Xxx & Farnham
Incorporated), as Investment Manager
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Title: Sr. Vice President &
Portfolio Manager
ADDISON CDO, LIMITED (#1279)
By Pacific Investment Management
Company LLC, as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Title: Executive Vice President
CAPTIVA IV FINANCE LTD. (ACCT 1275),
as advised by Pacific Investment
Management Company LLC
By: /s/ Xxxxx Xxxx
------------------------------------
Title: Director
INTERCONTINENTAL CDO S.A. (#1284)
By Pacific Investment Management
Company LLC, as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Title: Executive Vice President
JISSEKIKUN FUNDING, LTD. (#1288)
By Pacific Investment Management
Company LLC, as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Title: Executive Vice President
SEQUILS-MAGNUM, LTD. (#1280)
By Pacific Investment Management
Company LLC, as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Title: Executive Vice President
WRIGLEY CDO, LTD. (#1285)
By Pacific Investment Management
Company LLC, as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Title: Executive Vice President
AERIES FINANCE-II LTD.
By INVESCO Senior Secured Management,
Inc. As Sub-Managing Agent
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By INVESCO Senior Secured Management,
Inc. As Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By INVESCO Senior Secured Management,
Inc. As Investment Advisor
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Signatory
INVESCO Eurpoean CDO I S.A.
By INVESCO Senior Secured Management,
Inc. As Collateral Manager
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Signatory
SARATOGA CLO I, LIMITED
By INVESCO Senior Secured Management,
Inc. As Asset Manager
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Signatory
AVALON CAPITAL LTD.
By INVESCO Senior Secured Management,
Inc. As Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Signatory
IKB CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxx
------------------------------------
Title: President
IKB Capital Corporation
THE SUMITOMO TRUST & BANKING CO., LTD.
NEW YORK BRANCH
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
Title: Vice President
NOMURA BOND & LOAN FUND
By UFJ Trust Company of New York as
Trustee
By Nomura Corporate Research and Asset
Management Inc. Attorney In Fact
By: /s/ Xxxxxxxxx XxxXxxx
------------------------------------
Title: Vice President
CLYDESDALE CLO 2001-1, LTD.
By Nomura Corporate Research and Asset
Management Inc. as Collateral Manager
By: /s/ Xxxxxxxxx XxxXxxx
------------------------------------
Title: Vice President
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By: /s/ Xxxxx X. XxXxxxxx
------------------------------------
Title: Director
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
CENTENNIAL CBO, LIMTED
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Title: Director-Operations
CEDAR CBO, LTD.
By American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Title: Director-Operations
CENTURION CDO II, LTD.
By American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Title: Director- Operations
CENTURION CDO III, LTD.
By American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Title: Director- Operations
SEQUILS-CENTURION V, LTD.
By American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Title: Director-Operations
CENTURION CDO VI, LTD.
By American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Title: Director-Operations
AMERICAN EXPRESS CERTIFICATE COMPANY
By American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Senior Managing Director
IDS LIFE INSURANCE COMPANY
By American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Senior Managing Director
KZH CYPRESSTREE-I LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Title: Authorized Agent
SIERRA CLO-I
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Title: Chief Operating Officer
Centre Pacific LLC, Manager
OCTAGON INVESTMENT PARTNERS III, LTD.,
by Octagon Credit Investors, LLC as
Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS IV, LTD.,
by Octagon Credit Investors, LLC as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Title: Portfolio Manager
ARCHIMEDES FUNDING II, LTD.
By ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Title: Vice President
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Title: Vice President
SEQUILS-ING I (HBDGM), LTD.
By ING Capital Advisors LLC, as
Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Title: Vice President
ENDURANCE CLO I, LTD.
By ING Capital Advisors LLC, as
Portfolio Manager
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Title: Vice President
SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxx, III
------------------------------------
Title: Authorized Agent
GALAXY CLO 1999-I, LTD.
By: /s/ Xxxx X. Xxxxxx, III
------------------------------------
Title: Authorized Agent
ALCENTRA
On Behalf of Jubilee I CDO
By: /s/ Xxxxx Nabaniaon
------------------------------------
Title: PM
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title: Managing Director
ELC (CAYMAN) LTD. 1999-II
By Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title: Managing Director
ELC (CAYMAN) LTD. 1999-III
By Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title: Managing Director
APEX (IDM) CDO I, LTD.
By Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title: Managing Director
XXXXX CLO LTD. 2000-1
By Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title: Managing Director
ARES III CLO LTD.
By ARES CLO Management LLC, Investment
Manager
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Vice President
ARES IV CLO LTD.
By Ares CLO Management IV, L.P.,
Investment Manager
By Ares CLO XX XX, LLC, Its Managing
Member
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Vice President
ARES V CLO LTD.
By Ares CLO Management V, L.P.,
Investment Manager
By Ares CLO GP V, LLC, Its Managing
Member
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Vice President
ARES VII CLO LTD.
By Ares CLO Management VII, L.P.,
Investment Manager
By Ares CLO GP VII, LLC, Its General
Partner
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Vice President
CITICORP USA, Inc.
By: /s/ Xxxx X. Xxxxx
------------------------------------
Title: Vice President
AQUILAE CDO I S.A.
By: /s/ Xxxxxx Xxxxx
------------------------------------
Title: Associate Director
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Title: Authorized Signatory
Xxxxxxxxx Global Investors Ltd. For and
on behalf of Aquilae CDO I S.A.
OAK HILL SECURITIES FUND, L.P.
By Oak Hill Securities GenPar, L.P.,
its General Partner
By Oak Hill Securities MGP, Inc., its
General Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice President
OAK HILL SECURITIES FUND II, L.P.
By Oak Hill Securities GenPar II L.P.,
its General Partner
By Oak Hill Securities MGP II, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice President
OAK HILL CREDIT PARTNERS I, LIMITED
By Oak Hill CLO Management I LLC, as
Investment Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice President
JPMORGAN CHASE BANK
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Title: Managing Director
DUCHESS I CDO S.A.
By: /s/ Xxxxx Xxxxxx
------------------------------------
Title: Director Duke Street Capital
Debt Management Ltd on behalf of
Duchess I CDO S.A.
HARBOURMASTER LOAN CORPORATION BV
By: /s/ Authorized Signatory
------------------------------------
Title: TMF Management B.V.
Managing Director
AMMC CDO II, LIMITED
By American Money Management Corp., as
Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice President
ALLIANCE INVESTMENTS LIMITED
By: /s/ Xxxx Xxxxxxxxxxx
------------------------------------
Title: Senior Vice President
MONUMENT CAPITAL LTD., as Assignee By
Alliance Capital Management L.P., as
Investment Manager
By Alliance Capital Management
Corporation, as General Partner
By: /s/ Xxxx Xxxxxxxxxxx
------------------------------------
Title: Senior Vice President
NEW ALLIANCE GLOBAL CDO, LIMITED
By Alliance Capital Management L.P., as
Sub-advisor
By Alliance Capital Management
Corporation, as General Partner
By: /s/ Xxxx Xxxxxxxxxxx
------------------------------------
Title: Senior Vice President
DENALI CAPITAL LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO I, LTD., or an
affilite
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: Chief Credit Officer
TEXTRON FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title: Vice President
VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays
Capital Asset Management Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Title: Director
VENTURE II CDO 2002, LIMITED
By its investment advisor, Barclays
Bank PLC, New York Branch
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Title: Director
ING CAPITAL MANAGEMENT, LTD
as Collateral Manager for and on behalf
of Copernicus I Euro CDO-I BV
By: /s/ Xxxxx Xxxx
------------------------------------
Title: Managing Director
EUROCREDIT CDO I, B.V.
By: /s/ Xxxx Halbard
------------------------------------
Title: Under Power of Attorney
EUROCREDIT CDO II, B.V.
By: /s/ Xxxx Halbard
------------------------------------
Title: Under Power of Attorney
PROMUS I B.V.
By: /s/ Xxxx Halbard
------------------------------------
Title: Under Power of Attorney
PROMUS II B.V.
By: /s/ Xxxx Halbard
------------------------------------
Title: Under Power of Attorney
CITADEL HILL 2000 LTD
By: /s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------------
Title: Authorized Signatory
NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Associate Vice President
Public Bonds
NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Associate Vice President
Public Bonds
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Associate Vice President
Public Bonds
NATIONWIDE MUTUAL INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Associate Vice President
Public Bonds
