Exhibit 99.1
CONFORMED AS EXECUTED
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of October 31,
2002, among EXTENDED STAY AMERICA, INC., a Delaware corporation (the
"Borrower"), the Lenders party to the Credit Agreement referred to below (the
"Lenders"), XXXXXX XXXXXXX SENIOR FUNDING, INC., as Sole Lead Arranger and Sole
Book Runner (in such capacity, the "Lead Arranger"), BEAR XXXXXXX CORPORATE
LENDING INC. and FLEET NATIONAL BANK, as Co-Syndication Agents (in each
capacity, the "Co-Syndication Agents"), and THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Administrative Agent (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, the Borrower, the Lenders, the Lead Arranger, the
Co-Syndication Agents and the Administrative Agent are parties to a Credit
Agreement, dated as of July 24, 2001 (as amended, modified or supplemented to
the date hereof, the "Credit Agreement"); and
WHEREAS, the Borrower has requested the Lenders to amend, and the
Lenders have agreed to amend, certain provisions of the Credit Agreement on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 1.09 of the Credit Agreement is hereby amended by
restating the proviso contained in clause (iv) thereof as follows:
"provided, however, that if any Interest Period for a
Eurodollar Loan would otherwise expire on a day which is not a
Business Day but (x) is in respect of any Borrowing for which a
Scheduled Repayment therefore is required to be made on the next
preceding Business Day pursuant to Section 4.03 or (y) is a day
of the month after which no further Business Day occurs in such
month, such Interest Period shall, in the case of clause (x) and
(y) above, expire on the next preceding Business Day";
2. Section 4.03 of the Credit Agreement is hereby amended by
restating the second sentence appearing in said Section as follows:
"Whenever any payments to be made hereunder or under any
Note shall be stated to be due on a day which is not a Business
Day, the due date thereof shall be (x) with respect to all
Scheduled Repayments (and Interest Periods that would otherwise
end on a date for a Scheduled Repayment under Section 4.02(b)
which is not a Business Day), the preceding Business Day and (y)
with respect to all payments other than Scheduled Repayments,
extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the
applicable rate during such extension.".
3. Section 9.09 of the Credit Agreement is hereby amended by
deleting the table appearing therein and inserting the following new table in
lieu thereof:
"Period Ratio
October 31, 2002 to March 31, 2003 5.25:1.00
April 1, 2003 to March 31, 2004 5.00:1.00
April 1, 2004 to June 30, 2004 4.75:1.00
July 1, 2004 and thereafter 4.50:1.00".
4. The definition of "Applicable Margin" appearing in Section
11.01 of the Credit Agreement is hereby amended by deleting the date "April 1,
2003" in each place such date appears in said definition and inserting the date
"July 1, 2004" in lieu thereof.
5. The definition of "Consolidated EBIT" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the following new
clause (s) immediately preceding clause (t) appearing in said definition:
"(s) non-cash expenses incurred during such period in connection
with stock-based compensation plans of the Borrower and its Subsidiaries;
provided that to the extent such non-cash expenses are paid in cash in any
subsequent period, such cash payments will reduce Consolidated Net Income for
such subsequent period,".
6. In order to induce the Lenders to enter into this Amendment,
the Borrower hereby represents and warrants that (i) the representations and
warranties contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the Second Amendment Effective Date (as
defined below), both before and after giving effect to this Amendment (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date), and (ii) there exists no
Default or Event of Default on the Second Amendment Effective Date, both before
and after giving effect to this Amendment.
7. In order to further induce the Lenders to enter into this
Amendment, the Borrower hereby agrees that on the Second Amendment Effective
Date it shall pay to each Lender which executes and delivers to the
Administrative Agent a counterpart of this Amendment on or before 5:00 p.m. (New
York City time) on the Second Amendment Effective Date, an amendment fee (the
"Amendment Fee") equal to the product of (i) 0.125% multiplied by (ii) the sum
of such Lender's outstanding Term Loans plus its Revolving Loan Commitment, in
each case on October 31, 2002.
8. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
9. 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 lodged with the Borrower and the Administrative Agent.
10. 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.
11. This Amendment shall become effective as of October 31, 2002
(the "Second Amendment Effective Date"); provided that (i) the 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 on or
prior to
-2-
such date and (ii) the Borrower shall have paid the Amendment Fee to the
applicable Lenders on or prior to such date and on or prior to the time set
forth in Section 7 of this Amendment.
12. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
-3-
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.
EXTENDED STAY AMERICA, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Title: Chief Financial Officer
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/ Xxxx Xxxxxxxx
------------------------------------------
Title: Executive Director
ALLIED IRISH BANK PLC
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Title: Senior Vice President
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------------
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/ Xxxxxx Xxxxxxx
------------------------------------------
Title: Assistant Vice President
MONUMENT CAPITAL LTD.
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Title: Assistant Vice President
IDS LIFE INSURANCE COMPANY
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Director
AMERICAN EXPRESS CERTIFICATE COMPANY
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Director
CENTURION CDO II, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Title: Managing Director
SEQUILS - CENTURION V, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Title: Managing Director
CENTURION CDO III, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Title: Managing Director
CENTURION CDO VI, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Title: Managing Director
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------
Title: Managing Director
Sankaty Advisor, LLC as Collateral Manager for
CASTLE HILL I- INGOTS, Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Title: Managing Director
Portfolio Manager
Sankaty Advisor, LLC as Collateral Manager for
GREAT POINT CLO 1999-1, as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Title: Managing Director
Portfolio Manager
Sankaty Advisor, LLC as Collateral Manager for
RACE POINT CLO, LIMITED, as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Title: Managing Director
Portfolio Manager
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Title: Managing Director
Portfolio Manager
BANK OF AMERICA
By: /s/ Xxxxx XxXxxxxx
-------------------------------------------
Title: Principal
RIVIERA FUNDING LLC
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Assistant Vice President
SAWGRASS TRADING LLC
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Assistant Vice President
SRV - HIGHLAND, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Assistant Vice President
ELT LTD.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Assistant Vice President
MUIRFIELD TRADING LLC
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Assistant Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Title: Assistant Vice President
LAGUNA FUNDING TRUST
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Title: Assistant Vice President
HARBOUR TOWN FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
--------------------------------------------
Title: Authorized Agent
HARBOUR TOWN FUNDING LLC
By: /s/ Xxx X. Xxxxxx
--------------------------------------------
Title: Assistant Vice President
VENTURE CDO 2002, LIMITED
By: its investment advisor, Barclays
Capital Asset Management Limited,
By: its sub-advisor, Barchays Bank PLC,
New York Branch
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Title: Director
BEAR XXXXXXX CORPORATE LENDING INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
--------------------------------------------
Title: Authorized Signatory
BEAR XXXXXXX INVESTMENT PRODUCTS INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------
Title: Authorized Signatory
BLACK DIAMOND CLO 2000-1 LTD.
By: /s/ Xxxx Xxxxxxx
--------------------------------------------
Title: Director
SIERRA CLO I
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------------------
Title: Chief Operating Officer
Certre Pacific, Manager
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxxxx X. XxXxxx
---------------------------------------
Title: Authorized Signatory
XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By: /s/ Ming-Xxxxx Xxx
---------------------------------------
Title: VP & General Manager
CHEVY CHASE BANK
By: /s/ Xxxx Xxxxxx
---------------------------------------
Title: Vice President
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Title: Vice President
By: /s/ Xxxx Xxxxxxx
---------------------------------------
Title: First Vice President
CSAM FUNDING I
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Title: Authorized Signatory
CSAM FUNDING II
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
Title: Authorized Signatory
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance
Company as Portfolio Manager
By: /s/ Xxxx Xxxxx
-----------------------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By: Cypresstree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxx Xxxxx
-----------------------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: Cypresstree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxx Xxxxx
-----------------------------------------------
Title:
Xxxxx X. Xxxxxx & Company
as Collateral Manager for:
ELC (CAYMAN) LTD. 1999-II
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------------
Title: Managing Director
Xxxxx X. Xxxxxx & Company
as Collateral Manager for:
ELC (CAYMAN) LTD. 2000-I
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------------
Title: Managing Director
SEQUILS- CUMBERLAND I, LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Title: Senior Vice President
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Title: Senior Vice President
BRYN BAWR CLO, LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Title: Senior Vice President
BLUE SQUARE FUNDING SERIES 3
By: Deutsche Bank Trust Company Americas
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------------------
Title: Assistant Vice President
EMERALD ORCHARD LIMITED
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Title: Attorney In Fact
EXCEL BANK MINNESOTA
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------------
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxx X. XxXxxxxxxx
-------------------------------------------
Title: Director
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Title: Managing Director
FOUR CORNERS CAPITAL MONDRIAN CDO I LTD.
By: Four Corners Capital Management LLC
as Collateral Manager
By: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------------------
Title: Assistant Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxx
-----------------------------------------------
Title: Duly Authorized Signatory
HARCH CLO I, LTD.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------
Title: Authorized Signatory
FOUR CORNERS CAPITAL MONDRIAN CDO I LTD.
By: Four Corners Capital Management LLC
as Collateral Manager
By: /s/ Xxxx X. Xxxxxx, CFA
-----------------------------------------------
Title: Senior Vice President &
Portfolio Manager
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
RESTORATION FUNDING CLO, LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------------
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
By: Highland Capital Management, L.P.
as Authorized Representatives of the Board
By: /s/ Xxxxx Xxxxx
--------------------------------------------------
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
HVB Credit Advisors, LLC
By: /s/ Xxxxx Xxxxxx
--------------------------------------------------
Title: Associate Director
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Title: Principal
KZH STERLING LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------------------
Title: Authorized Agent
KZH RIVERDALE LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------------------
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------------------
Title: Authorized Agent
KZH PAMCO LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
--------------------------------------------------
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
----------------------------------------------
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
----------------------------------------------
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
----------------------------------------------
Title: Authorized Agent
LAND BANK OF TAIWAN
By: /s/ Xxxxx Xxxx
----------------------------------------------
Title: SVP & General Manager
LANDESBANK SCHLEWWIG-HOLSTEIN GIROZENTRALE
By: /s/ Xxxxx Xxxxx
----------------------------------------------
Title: Vice President
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------------
Title: Assistant Vice President
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
as Attorney-in-Fact
By: /s/ Farboud Tavanger
----------------------------------------------
Title: Senior Portfolio Manager
Lyon Capital Management LLC
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Title: Vice President
MIZUHO CORPORATE BANK
By: /s/ Xxx Xxxxxxxx
----------------------------------------------
Title: Senior Vice President
RZB FINANCE LLC
By: /s/ Xxxx X. Vallska
------------------------------------------------
Title: Group Vice President
By: /s/ Xxxxxxxxx Xxxxx
------------------------------------------------
Title: Vice President
XXXXXXX FLOATING RATE FUND
By: /s/ Xxxxxxx Xxxxx
------------------------------------------------
Title: Senior Vice President
XXXXXXXXX CARRERA CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its interim Asset Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Title: Partner
SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: Xxxxxxxxx Capital Partners LLC
as subadvisor
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Title: Partner
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Title: Partner
XXXXXXXXX CLO LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Title: Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Title: Partner
XXXXXXXX CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Title: Partner
XXXXXXXXX QUATTRO CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Title: Partner
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Title: Partner
XXXXX XXX FLOATING RATE LIMITED LIABILITY COMPANY
By: Xxxxx Xxx & Farnham Incorporated,
as Advisor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President &
Portfolio Manager
AURUM CLO 2002-1 LTD.
By: Xxxxx Xxx & Farnham Incorporated,
as Investment Manager
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------------
Title: Senior Vice President &
Portfolio Manager
THE SUMITOMO TRUST AND BANKING CO.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Title: Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------------------
Title: Senior Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------------------------
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxx Xxxxx
-------------------------------------------------
Title: Vice President
WACHOVIA BANK NATIONAL Association
(f.k.a. First Union National Bank)
By: /s/ Xxxxx X. Stampson
-------------------------------------------------
Title: Senior Vice President
NUVEEN SENIOR INCOME FUND
By: Symphony Asset Management LLC
By: /s/ Xxxxxxx Xxxxx
-------------------------------------------------
Title: Portfolio Manager
AIMCO CLO SERIES 2001-A
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Title: Authorized Signatory
By: /s/ Xxxxx X. Xxxx
-------------------------------------------------
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Title: Authorized Signatory
By: /s/ Xxxxx X. Xxxx
-------------------------------------------------
Title: Authorized Signatory
FRANKLIN CLO IV, LTD.
By: /s/ Xxxxxxx Xxx
---------------------------------------
Title: Vice President
FRANKLIN CLO III, LTD.
By: /s/ Xxxxxxx Xxx
---------------------------------------
Title: Vice President
FRANKLIN CLO II, LTD.
By: /s/ Xxxxxxx Xxx
---------------------------------------
Title: Vice President
FRANKLIN CLO I, LTD.
By: /s/ Xxxxxxx Xxx
---------------------------------------
Title: Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxx Xxx
---------------------------------------
Title: Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/ Xxxxxxx Xxx
---------------------------------------
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxx Xxx
---------------------------------------
Title: Vice President
BALLYROCK CDO I LIMITED
By: /s/ Xxxx Xxxxx
---------------------------------------
Title: Assistant Treasurer
FIDELITY ADVISOR SERIES II
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Title: Assistant Treasurer
XXXXXXX SACHS CREDIT PARTNERS, L.P.
By: /s/ Xxxx Xxxxxxxx
---------------------------------------
Title: Vice President
Authorized Signatory
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
XXXXX XXXXX CDO II, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
XXXXX XXXXX CDO IV, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
COSTANTINUS XXXXX XXXXX CDO V, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
XXXXXXX & CO.
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxx X. Page
---------------------------------------
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------------
Title: Managing Director
ARCHIMEDES FUNDING IV, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------------
Title: Managing Director
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC
as Asset Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------------
Title: Managing Director
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------------
Title: Managing Director
ORYX CLO, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------------
Title: Managing Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC
as Investment Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------------
Title: Managing Director
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------------
Title: Managing Director
ING PRIME RATE TRUST
By: ING Investments LLC
as its Investment Manager
By: /s/ Xxxxx Xxxxx
---------------------------------------
Title: Vice President
SEQUILS - PILGRIM I, LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Title: Vice President
ING SENIOR INCOME FUND
By: ING Investments LLC
as its Investment Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Title: Vice President
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Title: Vice President
NOMURA BOND & LOAN FUND
By: UFJ Trust Company of New York as
Trustee as its Investment Manager
By: Nomura Corporate Research and Asset
Management Inc.
By: /s/ Xxxxxxxxx Macloan
--------------------------------------------
Title: Vice President
CLYDESDALE CLO 2001-1, LTD.
By: /s/ Xxxxxxxxx Macloan
--------------------------------------------
Title: Vice President
THE AAL HIGH YIELD BOND FUND (#1220)
By: Pacific Investment Management Company
LLC as its Investment Advisor, acting
through Citicrop N.A., in the Nominee
Name of Xxxxxxx & Co.
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------
Title: Executive Vice President
ADDISON CDO, LIMITED (#1279)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------
Title: Executive Vice President
ATHENA CDO, LIMITED (#1277)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------
Title: Executive Vice President
BEDFORD CDO, LIMITED (#1276)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------
Title: Executive Vice President
CATALINA CDO LTD. (#1287)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------
Title: Executive Vice President
DELANO COMPANY (#274)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------
Title: Executive Vice President
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
ROYALTON COMPANY (#280)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------
Title: Executive Vice President
SAN XXXXXXX CDO I LIMITED (#1282)
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
STATE TEACHERS RETIREMENT SYSTEM OF OHIO (#1252)
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
CAPTIVA II FINANCE LTD (ACCT. 275)
as advised by Pacific Investment Management
Company LLC
By: /s/ Xxxxx Xxxx
----------------------------------------------
Title: Director
CAPTIVA IV FINANCE LTD. (ACCT. 1275)
as advised by Pacific Investment Management
Company LLC
By: /s/ Xxxxx Xxxx
----------------------------------------------
Title: Director
PACIFIC HIGH YIELD CAYMAN UNITE TRUST (#1049)
By: Pacific Investment Management Company
LLC as its Investment Advisor, acting
through The Chase Manhattan Bank, in
the Nominee Name of Xxxxx & Co.
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------------------------
Title: Executive Vice President
PVIT HIGH YIELD BOND PORTFOLIO (#686)
By: Pacific Investment Management Company
LLC as its Investment Advisor, acting
through Investors Fiduciary Trust
Company, in the Nominee Name of IFTCO
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------------
Title: Executive Vice President