CONFORMED COPY AMENDMENT NO. 5 TO THE CREDIT AGREEMENT AMENDMENT No. 5 dated as of March 27, 2001 to the Credit Agreement dated as of July 23, 1998 (as heretofore amended, the "CREDIT AGREEMENT") among LYONDELL CHEMICAL COMPANY, the LENDERS party...
Exhibit 4.8(b)
CONFORMED COPY
AMENDMENT NO. 5 TO THE CREDIT AGREEMENT
AMENDMENT No. 5 dated as of March 27, 2001 to the Credit Agreement dated as
of July 23, 1998 (as heretofore amended, the "CREDIT AGREEMENT") among LYONDELL
CHEMICAL COMPANY, the LENDERS party thereto, the DOCUMENTATION AGENTS party
thereto, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and
DLJ CAPITAL FUNDING, INC., as Syndication Agent.
The parties hereto agree as follows:
Section 1.01. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 1.02. Amendments.
(a) The definition of "Adjusted EBITDA" in Section 1.01 is amended to read
in its entirety as follows:
"ADJUSTED EBITDA" means, for any period, the sum of (i) the
EBITDA of the Non-JV Group for such period, adjusted to exclude the
effect of one time charges incurred in connection with (A) the
Acquisition and subsequent Asset Sales (other than a TDI Sale) in an
aggregate amount not exceeding $250,000,000 and (B) a TDI Sale, plus
(ii) the Distributable Cash Flow of all Borrower Joint Ventures and
non-wholly owned Subject Assets Transferees for such period.
(b) The definition of "Excess Cash Flow Prepayment Amount" is amended by
adding at the end thereof, before the period, the following:
and the aggregate principal amount of the New Senior Notes prepaid
during such period pursuant to Section 5.15(b)(viii)
(c) The following definition is added in alphabetical order to Section
1.01 of the Credit Agreement:
"TDI SALE" means an Asset Sale of all or any part of the
Company's Isocyanates business (including the transfer or assignment
of the TDI Assets or the TDI Agreements), whether consisting of one
transaction or more than one related or unrelated transactions.
(d) Section 1.02(c) of the Credit Agreement is amended by replacing the
parenthetical "(other than the Acquisition)" in the third sentence of the clause
with the following:
(other than (i) the Acquisition and (ii) a TDI Sale)
(e) Section 2.09 of the Credit Agreement is amended to add at the end of
clause (i) of the first proviso of subsection (a) the phrase "except as provided
in Section 2.09(d)", and Section 2.09 is further amended to add thereto the
following:
(d) Notwithstanding the foregoing, if the Borrower includes in
its notice to the Administrative Agent pursuant to Section 2.09(a) of
its election to prepay any Group of Loans (which for purposes of this
subsection (d) may include an election to prepay Term Loans-E) that
the Lenders may reject the prepayment so proposed by the Borrower,
then the provisions of Section 2.04(e), (f) and (h) shall apply to any
such offered prepayment, mutatis mutandis, as though the offered
prepayment were a mandatory prepayment of the Term Loans pursuant to
Section 2.04(d)(i) or (ii); provided, however, to the extent any
Lender accepts a prepayment offered pursuant to this subsection (d),
such prepayment shall be made together with any applicable premium
specified in Section 2.09(a).
(f) Section 5.11 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 5.11. Adjusted Debt to Adjusted EBITDA. At any date during each
period set forth below, the ratio of (i) Adjusted Debt at such date to (ii)
Adjusted EBITDA for the period of four consecutive Fiscal Quarters most recently
ended on or prior to such date will not exceed the ratio set forth below
opposite such period:
PERIOD RATIO
------ -----
January 1, 2001 - March 30, 2002 6.00
March 31, 2002 - June 29, 2002 5.50
June 30, 2002 - September 29, 2002 5.00
September 30, 2002 - December 30, 2002 4.75
December 31, 2002 - March 30, 2003 4.50
March 31, 2003 - March 30, 2004 4.00
At all times thereafter 3.00
2
(g) Section 5.12 of the Credit Agreement is amended to read in its entirety as
follows:
SECTION 5.12. Fixed Charge Coverage Ratio. At the end of each Fiscal
Quarter ending during each period set forth below, the Fixed Charge Coverage
Ratio will not be less than the ratio set forth below opposite such period:
PERIOD RATIO
------ ------
January 1, 2001 - September 30, 2001 1.50
October 1, 2001 - December 31, 2001 1.60
January 1, 2002 - March 31, 2002 1.85
April 1, 2002 - June 30, 2002 1.95
July 1, 2002 - September 30, 2002 2.00
October 1, 2002 - December 31, 2002 2.15
At any time thereafter 2.60
(h) Section 5.13 of the Credit Agreement is amended by the addition of the
following clause (iv) at the end thereof:
minus (iv) the amount by which Consolidated Net Worth shall have
been reduced by reason of one-time charges and/or losses in connection
with a TDI Sale.
(i) Section 5.15(b) of the Credit Agreement is amended by the addition of
the following new clauses (vii) and (viii):
, (vii) the New Senior Notes from Net Cash Proceeds and Excess
Cash Flow Prepayment Amounts to the extent that those Net Cash
Proceeds and Excess Cash Flow Prepayment Amounts are not applied to
prepayment of the Term Loans pursuant to Section 2.04(d) by reason of
Sections 2.04(f) and (h)(ii) thereof and (viii) the New Senior Notes
to the extent of any amount that is offered in prepayment, and is not
applied to prepayment, of the Term Loans pursuant to Section 2.09(d).
Section 1.03. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 1.04. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
3
Section 1.05. Effectiveness. This Amendment shall become effective on the
first date (the "AMENDMENT 5 EFFECTIVE DATE") on which the Administrative Agent
shall have received:
(a) counterparts hereof signed by each of the Required Lenders and the
Borrower (or, in the case of any party as to which an executed counterpart shall
not have been received, the Administrative Agent shall have received in form
satisfactory to it telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such party); and
(b) receipt by each of the Agents, the Arranger and the Co-Arrangers of
payment of all amendment fees, other costs, fees and expenses (including,
without limitation, reasonable legal fees and expenses for which invoices shall
have been submitted to the Borrower) and other compensation payable to any of
the foregoing on or prior to the Amendment 5 Effective Date in connection with
the Loan Documents.
Promptly after the Amendment 5 Effective Date occurs, the Administrative
Agent shall notify the Borrower, the other Agents and the Lenders thereof, and
such notice shall be conclusive and binding on all parties hereto.
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LYONDELL CHEMICAL COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------
Title: Vice President and Treasurer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent and as Lender
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON (formerly
known as DLJ Capital Funding, Inc.), as
Syndication Agent and as Lender
By: /s/ Xxxx X. Xxxxx
------------------
Title: Vice President
BANK OF AMERICA, N.A., as Documentation
Agent and as Lender
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: Managing Director
THE CHASE MANHATTAN BANK, as
Documentation Agent
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Title: Managing Director
2
CITIBANK, N.A., as Documentation Agent
and as Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Title: Attorney-in-Fact
ABN AMRO BANK N.V.
By: /s/ Xxxxxx Noique
------------------
Title: Vice President
By: /s/ Xxxxx X. Xxxxxx
--------------------
Title: Group Vice President
ADDISON CDO, Limited (Acct 1279)
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
3
AIM FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management,
Inc. as attorney in fact
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
AIMCO CDO SERIES 2000-A
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Authorized Signatory
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Title: Authorized Signatory
Title:
AMARA-1 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., as Subadviser
By: /s/ Xxxxxx Xxxxxxx
--------------------
Title: Authorized Signatory
4
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., as Subadviser
By: /s/ Xxxxxx Xxxxxxx
--------------------
Title: Authorized Signatory
APEX (IDM) CDO I, LTD.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Director
ARAB BANK PLC
By: /s/ Xxxxx Xxxxxx
-----------------
Title: Vice President
ARCHIMEDES FUNDING II, LTD
By: ING Capital Advisors, LLC
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Title: Managing Director
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By:
--------------------------
Title:
5
ARES III CLO LTD.
By: Ares CLO Management LLC
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 LEVERAGED INVESTMENT
FUND II, L.P.
By: Ares Management II, L.P., its
General Partner
By: /s/ Xxxx X. Xxxxxxx
--------------------
Title: Vice President
ATHENA CDO, Limited (Acct 1277)
By: Pacific Investment Management
Company LLC, as its Investment
Manager
By:
----------------------------
Title:
6
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
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
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC,
as Asset Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Managing Directory
BANK LEUMI USA
By: /s/ Xxxxx Xxx Hong
-------------------
Title: Vice President
0
XXXX XX XXXXXX XX XXXXXXXXXX
By: /s/ Xxx Xxx
------------
Title: Senior Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
-----------------
Title: Senior Manager Loan Operations
THE BANK OF TOKYO-MITSUBISHI LTD.,
HOUSTON AGENCY
By: /s/ X. Xxxxxxxxx
-----------------
Title: Vice President & Manager
BANK ONE, NA (formerly known as The
First National Bank of Chicago)
By: /s/ Xxxxxx X. Xxxxx
---------------------
Title: Vice President
8
BANK POLSKA KASA OPIEKI S.A.
NEW YORK BRANCH
By: /s/ Hussein B. El-Xxxxx
------------------------
Title: Vice President
BANKBOSTON, N.A.
By:
--------------------------
Name:
Title:
BANKERS TRUST COMPANY
By:
--------------------------
Name:
Title:
BNP PARIBAS
By: /s/ Xxxxxxxxx Xxxxxx
---------------------
Title: Vice President
By: /s/ Xxxxx X. March
-------------------
Title: Vice President
BARCLAYS BANK PLC
By: /s/ Xxxxxxxx X. Xxxx
---------------------
Title: Director
0
XXXXXXXXX XXXX, XXX I
By: General Re-New England Asset
Management Inc., as Collateral
Manager
By:
---------------------------
Name:
Title:
BATTERY PARK CDO, LTD
By: Nomura Corporate Research and
Asset Management Inc. as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Title: Director
BAYERISCHE HYPO-UND VEREINSBANK AG
NEW YORK BRANCH
By: /s/ Xxxxx XxXxxxxx
-------------------
Title: Director
By: /s/ Xxxxxxx Xxxxxxxx
---------------------
Title: Director
BHF (USA) CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
By: /s/ Xxxx Xxxx
--------------
Title: Associate
10
CAPTIVA FINANCE LTD.
By: /s/ Xxxxx Xxxx
---------------
Title: Director
CAPTIVA II FINANCE LTD.
By: /s/ Xxxxx Xxxx
---------------
Title: Director
CAPTIVA III 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
By: /s/ Xxxxx Xxxx
---------------
Title: Director
CARAVELLE INVESTMENT FUND, LLC
By: Caravelle Advisors
By: /s/ Xxxx Xxxxxxx
-----------------
Title: Managing Director
11
CARILLON HOLDING, LIMITED
By:
------------------------
Name:
Title:
CARLYLE HIGH YIELD FUND, L.P.
By: /s/ Xxxxx X. Xxxx
------------------
Title: Vice President
CARLYLE HIGH YIELD PARTNERS II,
LTD.
By: /s/ Xxxxx X. Xxxx
------------------
Title: Vice President
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /s/ Xxxxx X. Xxxx
------------------
Title: Vice President
CERES FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
12
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
(Financial)
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK
BRANCH
By: /s/ Wan-Tu Yeh
---------------
Title: SVP & General Manager
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
THE CHASE MANHATTAN BANK (formerly known
as Chase Bank of Texas National
Association)
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Title: Managing Director
13
XXXXX XXXX BANK CO., LTD. NEW YORK AGENCY
By: /s/ Shyh Xxxxx Xxxx
--------------------
Title: SVP & General Manager
CLYDESDALE CBO I, LTD.
By: Nomura Corporate Research and Asset
Management Inc. as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Title: Director
COLISEUM FUNDING LTD.
By: Travelers Asset Management
International Company LLC
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Title: Investment Officer
COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management
International Company LLC
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Title: Investment Officer
14
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Xxxx Xxxxxxx
-----------------
Title: First Vice President
By: /s/ Xxxxxx Xxxxxx
------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Philippe Soustra
---------------------
Title: Executive Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxx X. Xxxxx
------------------
Title: Vice President
By: /s/ Xxxxx X. Xxxxx
-------------------
Title: Director
CRESCENT/MACH I PARTNERS LP
By: TCW Asset Management Company, its
Investment Manager
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Assistant Vice President
15
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Title: Principal
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Title: Principal
16
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Title: Principal
THE DAI-ICHI KANGYO BANK LIMITED
By: /s/ Xxxxxxxx Xxxxxxx
---------------------
Title: Vice President
DEBT STRATEGIES FUND, INC.
By:
-----------------------
Name:
Title:
DELANO COMPANY (Acct 274)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------
Title: Executive Vice President
17
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Title: First Vice President
By: /s/ Xxx Xxxxxxxx
-----------------
Title: Senior Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND
By: Xxxxx Xxxxx Management, 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 CDO III, LTD.
By: Xxxxx Xxxxx Management, as
Investment Advisor
By: /s/ Xxxxx X. Page
------------------
Title: Vice President
18
ELC (CAYMAN) LTD.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Director
ELC (CAYMAN) LTD. 1999-III
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Director
ELC (CAYMAN) LTD. 2000-I
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Director
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Director
ELC (CAYMAN) LTD. 1999-II
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Director
ELT LTD.
By: /s/ Xxx X. Xxxxxx
------------------
Title: Authorized Agent
19
FC CBO LIMITED
By: /s/ Xxxxx Xxxxx
----------------
Title: Collateral Manager
FC CBO II LIMITED
By: /s/ Xxxxx Xxxxx
----------------
Title: Collateral Manager
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE HIGH
INCOME FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Title: Assistant Treasurer
FIDELITY SUMMER STREET TRUST:
FIDELITY CAPITAL & INCOME FUND
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Title: Assistant Treasurer
20
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf of
First Allmerica Financial Life
Insurance Company as Portfolio
Manager
By:
------------------------
Title:
FIRST COMMERCIAL BANK
By: /s/ Dong-Ho Wang
-----------------
Title: SVP & General Manager
FIRST DOMINION FUNDING I
By:
-------------------------
Name:
Title:
FIRST DOMINION FUNDING II
By:
-------------------------
Name:
Title:
FIRST DOMINION FUNDING III
By:
-------------------------
Name:
Title:
21
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Title: Assistant Vice President
CITIBANK N.A. as additional Investment
Manager for and on behalf of Five
Finance Corporation
By: /s/ Xxxx Xxxxx
---------------
Title: Vice President
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Vice President
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management,
Inc., as attorney-in-fact
By:
-----------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Title: Vice President
22
FRANKLIN CLO I, LIMITED
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Title: Vice President
FREMONT INVESTMENT & LOAN
By: /s/ Xxxxx Xxxxxxxx
-------------------
Title: Vice President
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By: /s/ Xxxx X. Xxxxx
------------------
Title: Vice President & Manager
GALAXY CLO 1999-1, LTD.
By: SAI Investment Adviser, Inc., its
Collateral Manager
By: /s/ Xxxxx X. Buckle
---------------------
Title: Authorized Agent
GENERAL AMERICAN LIFE INSURANCE COMPANY
By:
------------------------
Name:
Title:
23
XXXXXXX & CO.
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxx X. Page
------------------
Title: Vice President
SANKATY ADVISORS, INC. as Collateral
Manager for GREAT POINT CLO 1999-1 LTD.,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------
Title: Managing Director Portfolio
Manager
GUARANTY FEDERAL BANK, F.S.B.
By:
----------------------
Name:
Title:
GULF INTERNATIONAL BANK B.S.C.
By: /s/ X. Xxxxxxx
---------------
Title: Vice President
By: /s/ I. N. Baconi
-----------------
Title: Executive Vice President
XXXXXXXX BANK
By:
------------------------
Name:
Title:
24
HARBOURVIEW CDO II, LTD.
By: /s/ Xxxxx Xxxxxxxx
-------------------
Title: Assistant Vice President
IMPERIAL BANK
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------
Title: Vice President
THE ING CAPITAL SENIOR SECURED HIGH
INCOME FUND, L.P.
By: ING Capital Advisors LLC
as Investment Advisor
By:
---------------------------
Name:
Title:
X.X. XXXXXXX MARKET VALUE FUND, L.P.
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------
Title: Managing Director
JHW CASH FLOW FUND I, L.P.
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------
Title: Managing Director
25
JISSEKIKUN FUNDING LTD. (Acct 1288)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------
Title: Executive Vice President
KBC BANK
By: /s/ Xxxxxx Xxxxxxxx
--------------------
Title: First Vice President
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Vice President
XXXXXX FLOATING RATE FUND
By: /s/ Xxxxx Xxxxxx
-----------------
Title: Managing Director
KZH III LLC
By:
-------------------------
Name:
Title:
26
KZH CNC LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH CRESCENT LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH-CYPRESSTREE-1 LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
27
KZH ING-1 LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH ING-3 LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH LANGDALE LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
28
KZH RIVERSIDE LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH SHOSHONE LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Xxxxxxxxxx Xxxxx
00
XXX XXXXXXXXX LLC
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Authorized Agent
LIBERTY-XXXXX XXX ADVISOR FLOATING RATE
ADVANTAGE FUND
By: Xxxxx Xxx & Farnham Incorporated,
As Adviser
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Sr. Vice President & Portfolio
Manager
LONGHORN CDO (CAYMAN) LTD.
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Attorney-in-Fact
By:
------------------------
Name:
Title:
LONGLANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Xxxxx Nadlen
-----------------
Title: Managing Director
30
MAGNETITE ASSET INVESTORS L.L.C.
By: Blackrock Financial Management, Inc.
As Managing Member
By:
---------------------------
Name:
Title:
MAGNETITE ASSET INVESTORS III L.L.C.
By: Blackrock Financial Management, Inc.
As Managing Member
By:
---------------------------
Name:
Title:
MAPLEWOOD (CAYMAN) LTD.
By: Massachusetts Mutual Life Insurance
Company as Investment Manager
By: /s/ Xxxxxx X. Xxxx
-------------------
Title: Second Vice President and
Associate General Counsel
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: Xxxxx X. Xxxxxx and Company
Incorporated, as Investment Advisor
By: /s/ Xxxx X. Xxxxx
------------------
Title: Managing Director
31
MASTER SENIOR FLOATING RATE TRUST
By:
-------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL INSURANCE
COMPANY
By: INVESCO Senior Secured Management,
Inc., as Investment Manager
By:
-------------------------
Name:
Title:
XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
-------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
-------------------------
Name:
Title:
32
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
-------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC.
By:
-------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND II, INC.
By:
-------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
-------------------------
Name:
Title:
33
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Director
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------
Title: Senior Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments,
as its Investment Manager
By: /s/ Xxxxxxx X. XxXxxxx, CFA
----------------------------
Title: Vice President
MONUMENTAL LIFE INSURANCE COMPANY,
successor by merger to Commonwealth Life
Insurance Co.
By: /s/ Xxxx Xxxxxx
----------------
Title: Vice President
34
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME
TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Title: Senior Vice President
MOUNTAIN CAPITAL CLO II LTD.
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Director
NATIONAL BANK OF EGYPT
NEW YORK BRANCH
By:
-------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited,
its agent
By: Greenwich Capital Markets, Inc.,
its agent
By: /s/ Xxxxx X. Xxxxx
-------------------
Title: Vice President
NATIONWIDE LIFE INSURANCE COMPANY
By:
-------------------------
Name:
Title:
35
NEMEAN CLO LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Managing Director
NOMURA BOND & LOAN FUND
By: Nomura Corporate Research and
Asset Management Inc. as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Title: Director
NORSE CBO, LTD.
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC its
Manager and pursuant to delegated
authority
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: President
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Title: Principal
36
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management,
Inc., as Subadviser
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC as
sub-investment manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC as
Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Title: Portfolio Manager
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Xxx X. Xxxxxx
------------------
Title: Authorized Agent
37
XXXXXXXXXXX SENIOR FLOATING RATE FUND
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------
Title: SVP, Corporate Finance Group
ORIX USA CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
Title: SVP, Corporate Finance Group
OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as Manager
By: /s/ Xxxx Xxxxx
---------------
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
By:
-------------------------
Name:
Title:
XXX CAPITAL FUNDING L.P.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx X. Xxxxx CFA
----------------------
Title: Executive Vice President
38
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxx X. Xxxxx CFA
----------------------
Title: Executive Vice President
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments,
as its Investment Manager
By: /s/ Xxxxxxx X. XxXxxxx, CFA
----------------------------
Title: Vice President
PINEHURST TRADING, INC.
By: /s/ Xxx X. Xxxxxx
------------------
Title: Assistant Vice President
PROVIDENT CBO I, LIMITED
By: Provident Investment Management, LLC
By:
-------------------------
Name:
Title:
REGIMENT CAPITAL, LTD.
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to
delegated authority
By: /s/ Xxxxxxx Xxxxxxxx
---------------------
Title: President
00
XXX XXXXX XXXX XX XXXXXXXX PLC
By: /s/ Xxxxx Xxxxxxx
------------------
Title: Vice President
ROYALTON COMPANY
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------
Title: Executive Vice President
SANKATY HIGH YIELD ASSET PARTNERS II,
L.P.
By: /s/ Xxxxx X. Xxxxx
-------------------
Title: Managing Director Portfolio
Manager
SAWGRASS TRADING LLC
By: /s/ Xxx X. Xxxxxx
------------------
Title: Assistant Vice President
SEABOARD CLO 2000 LTD.
By: /s/ Xxxxxxxx Xxxxx
-------------------
Title: Authorized Signatory
40
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Xxxxx X. Page
------------------
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO INC.
By:
-------------------------
Title:
SEQUILS I, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Assistant Vice President
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Title: Senior Vice President
SEQUILS IV, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxxxxxx Xxxxxx
--------------------
Title: Senior Vice President
By: /s/ Xxxxxxxx Xxxx
------------------
Title: Assistant Vice President
41
SEQUILS - CUMBERLAND I, LTD
By: Deerfield Capital Management LLC
As its Collateral Manager
By: /s/ Xxxx X. Whittnebel
-----------------------
Title: Senior Vice President
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC., as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Managing Director
SEQUILS B PILGRIM I, LTD.
By: ING Pilgrim Investments,
as its Investment manager
By: /s/ Xxxxxxx X. XxXxxxx, CFA
----------------------------
Title: Vice President
SIERRA CLO I, LTD.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------
Title: Chief Operating Officer
SIMSBURY CLO LTD.
By: Mass Mutual Life Insurance Company,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxx
-------------------
Title: Second Vice President and
Associate General Counsel
42
SKM-LIBERTYVIEW CBO I LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: Authorized Signatory
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Xxxxxxxxx X. Xxxxxx
------------------------
Title: Director
XXXXXX CDO, LIMITED
By: Xxxxx X. Xxxxxx and Company
Incorporated under delegated
authority from Massachusetts Mutual
Life Insurance Company as Collateral
Manager
By: /s/ Xxxx X. Xxxxx
------------------
Title: Managing Director
SOUTHERN PACIFIC BANK
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------
Title: Senior Vice President
SRF 2000 LLC
By: /s/Xxx X. Xxxxxx
-----------------
Title: Assistant Vice President
43
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------
Title: Partner
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC as
its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------
Title: Partner
XXXXX XXX & FARNHAM CLO1 LTD.,
by Xxxxx Xxx & Xxxxxxx Incorporated,
As Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Senior Vice President &
Portfolio Manager
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Senior Vice President &
Portfolio Manager
Xxxxx Xxx & Xxxxxxx Incorporated,
as Advisor to the Xxxxx Xxx Floating
Rate Limited Liability Company
44
STRATA FUNDING LTD.
By: INVESCO Senior Secured Management
Inc., as Sub-Managing Agent
By: /s/ Xxxxxx Xxxxxxx
--------------------
Title: Authorized Signatory
STRATEGIC MANAGED LOAN PORTFOLIO
By: Citibank, N.A., as Manager
By: /s/ Xxxx Xxxxx
---------------
Title: Vice President
STRONG ADVANTAGE FUND, INC.
By: /s/ Xxxxx X. Holliski
----------------------
Title: Vice President
SUFFIELD CLO LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
By: /s/ Xxxx X. Xxxxx
------------------
Title: Managing Director
45
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxxxx X. Tata
-------------------
Title: Senior Vice President
SUNTRUST BANK
By: /s/ Xxxxxx X. Xxxxx
--------------------
Title: Vice President
SWISS LIFE US RAINBOW LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Managing Director
TAIPEI BANK, NEW YORK AGENCY
By: /s/ Xxxxxx Xxxx
----------------
Title: Vice President and General
Manager
46
TEXTRON FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: Director
THERMOPYLAE FUNDING CORP.
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Vice President
THE TOKAI BANK, LIMITED, NEW YORK BRANCH
By: /s/ Takatoshi Haruna
---------------------
Title: Joint General Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD.
By:
-------------------------
Name:
Title:
47
TRAVELERS CORPORATE LOAN FUND, INC.
By: Travelers Asset Management
International Company LLC
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Title: Investment Officer
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Title: Investment Officer
TRITON CBO III, LIMITED
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
TRITON CDO IV LIMITED
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
48
XXXXX CLO. LTD. 2000-I
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Title: Director
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------
Title: Director
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Title: Associate Director
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------
Title: Authorized Signatory
XXX XXXXXX SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Principal
49
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management, Inc., as
Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Principal
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Principal
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Principal
XXX XXXXXX SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Principal
50
VARIABLE INSURANCE PRODUCTS II:
ASSET MANAGER PORTFOLIO
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Title: Assistant Treasurer
VARIABLE INSURANCE PRODUCTS II:
GROWTH PORTFOLIO
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Title: Assistant Treasurer
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxx
-------------------
Title: Associate Director
By: /s/ Xxxxx X. Xxxxxx
--------------------
Title: Manager
WINDSOR LOAN FUNDING, LIMITED.
By: Xxxxxxxxx Capital Partners LLC as
its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------
Title: Partner
51
WINGED FOOT FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
------------------
Title: Authorized Agent
52
