AMENDMENT NO. 1
AMENDMENT NO. 1
This Amendment No. 1 dated as of September 30, 2004 ("Amendment") is among LYONDELL-CITGO Refining LP, a Delaware limited partnership (the "Borrower"), Credit Suisse First Boston, as administrative agent for the Lenders ("Agent"), and the lenders listed on the signature pages to this Amendment ("Lenders").
INTRODUCTION
- The Borrower, the Agent, and the Lenders are parties to the Credit Agreement dated as of May 21, 2004 (the "Credit Agreement").
- The Borrower, the Agent, and the Lenders wish to amend the Credit Agreement in certain respects as provided herein.
- Definitions. Unless otherwise defined in this Amendment, terms used in this Amendment which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement.
- Definitions. In Section 1.01 of the Credit Agreement:
- the definition of "Applicable Margin" is amended in its entirety to read as follows:
- the definition of "Consolidated Net Worth" is amended in its entirety to read as follows:
- Voluntary Prepayments. Section 3.03 of the Credit Agreement is amended (a) by inserting "(except as otherwise provided in this section)" immediately after the text "without premium or penalty" and (b) by inserting the following at the end of the section:
- Debt to Total Capitalization Ratio. Section 7.17(a) of the Credit Agreement is amended by substituting "0.85 to 1.00" for "0.75 to 1.00".
- Substitution of Lender. Section 3.07 of the Credit Agreement is amended in its entirety to read as follows:
- Representations and Warranties. The Borrower represents and warrants to the Agent and the Lenders that:
- the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects (unless made as of a specific date set forth therein) as of the date of this Amendment;
- (i) the execution, delivery and performance of this Amendment are within the power and authority of the Borrower under its Charter Documents and the DRULPA and have been duly authorized by all proceedings required under its Charter Documents and the DRULPA and (ii) this Amendment constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered a proceeding in equity or at law); and
- as of the date of this Amendment, no Default or Event of Default has occurred and is continuing.
- Effectiveness. This Amendment shall become effective as of the date of this Amendment, and the Credit Agreement shall be amended as provided in this Amendment, when (a) the Borrower shall have delivered to the Agent duly and validly executed by the Borrower originals of this Amendment, (b) the Required Lenders and each Term Lender shall have executed and delivered this Amendment to the Agent and the Borrower, (c) the Borrower shall have provided evidence to the Agent's reasonable satisfaction of its partnership authority to enter into this Amendment, and (d) the Borrower shall have paid to the Lead Arrangers the fees payable in connection with this Amendment under the engagement letter between the Borrower and the Lead Arrangers. The Agent will confirm in writing to the Borrower when these conditions have been satisfied.
- Effect on Loan Documents.
- Except as amended herein, the Credit Agreement and the Loan Documents remain in full force and effect as originally executed. Nothing herein shall act as a waiver of any of the Agent's or Lenders' rights under the Loan Documents, as amended.
- This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents.
- Choice of Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
- Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original.
THEREFORE, the Borrower, the Administrative Agent, and the Lenders hereby agree as follows:
"Applicable Margin" means: (a) for Revolving Loans, (i) with respect to any Eurodollar Rate Loan, 2.5%; and (ii) with respect to any Base Rate Loan, 1.5% and (b) for Term Loans, (i) with respect to any Eurodollar Rate Loan, 2.0%; and (ii) with respect to any Base Rate Loan, 1.0%.
"Consolidated Net Worth" means, as of the date of any determination, without duplication of amounts, (a) the remainder of (i) the aggregate amount of total assets of the Borrower and the Subsidiary Guarantors and (ii) the aggregate amount of the total liabilities of the Borrower and the Subsidiary Guarantors, in each case as of the end of the Borrower's most recently ended fiscal quarter and determined on a consolidated basis in accordance with GAAP; all as adjusted to exclude the effect of asset write-downs and other restructuring charges which are non-cash charges that are taken after March 31, 2004 not to exceed $25,000,000 in the aggregate.
The Borrower shall pay for each voluntary prepayment in respect of a reduction in pricing of the Term Loans made on or before September 25, 2005 a prepayment premium equal to 1% of the then aggregate outstanding principal amount of the Term Loans on the date of such prepayment.
If (a) the obligation of any Lender to make or Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b), (b) any Lender has demanded compensation under Section 3.05, (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, or (d) any Lender fails to execute and deliver any consent, amendment or waiver to the Credit Agreement requested by the Borrower by a date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Borrower may replace such Lender by designating in a notice given to the Agent one or more Eligible Assignees to replace such Lender, which Eligible Assignee(s), if not already a Lender, shall be subject to the approval of the Issuers and Agent, which approval shall not be unreasonably withheld. If the Borrower so designates one or more Eligible Assignees, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credit and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee(s) (pro rata, if there is more than one Eligible Assignee, in accordance with the portions being assigned) in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.
[The remainder of this page has been left blank intentionally.]
EXECUTED to be effective as of the date first above written.
LYONDELL-CITGO REFINING LP
By: /s/ Xxxxxxx X. Xxxxxxxx
By: Xxxxxxx X. Xxxxxxxx
Title: Vice President and
General Manager
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Agent and Lender
By: /s/ Xxxxx X. Moran_______
Name: Xxxxx X. Xxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Associate
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Managing Director
WESTLB AG, NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Associate Director
Credit Americas
SUNTRUST BANK
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Managing Director
FORTIS CAPITAL CORP
By: /s/ Xxxxxxx X. Holley____________
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
By:_____/s/ Xxxxx Lowary__________
Name: Xxxxx Xxxxxx
Title: Senior Vice President
BANK OF OKLAHOMA N.A.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
By:______/s/ Yoram Dankner____________
Name: Xxxxx Xxxxxxx
Title: Managing Director
By: ______/s/ Luc Perrot_______________
Name: Xxx Xxxxxx
Title: Associate Director
CALYON NEW YORK BRANCH
By: ____/s/ Olivier Audemard__________
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
By:_____/s/ Pierre Debray_____________
Name: Xxxxxx Xxxxxx
Title: Managing Director
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
ALLIED IRISH BANKS PLC
By_______/s/ Aidan Lanigan______________
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
By_______/s/ Xxxx X. Connelly____________
Name: Xxxx X. Xxxxxxxx
Title: Vice President
NATIONAL CITY BANK
By: _____/s/ Xxxxxxx X. Moose__________
Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President
SCOTIABANC INC.
By:_____/s/ Xxxxxxx X. Zarrett____________
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
BNP PARIBAS
By_______/s/ J. Onischuk______________
Name: X. Xxxxxxxx
Title: Director
By_______/s/ Xxxxx Robinson______________
Name: Xxxxx Xxxxxxxx
Title: Director
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxxxx Xxxxx _____________
Name: Xxxxxx Xxxxx
Title: Vice President
By:________/s/ Xxxxx X. Xxxxxxx, III________
Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and Group Manager
SOCIETE GENERALE, NEW YORK BRANCH
By: _____/s/ Xxxx Wood________________
Name: Xxxx Xxxx
Title: Managing Director
UNION PLANTERS BANK N.A.
By: _____/s/ Xxxxx X. Page______________
Name: Xxxxx X. Page
Title: Vice President
COMMERZEBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: ____/s/ Xxxxxx X. Pottle_____________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
JPMORGAN CHASE BANK
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Managing Director
SUMITOMO MITSUI BANKING CORPORATION
By: _____/s/ Xxxxxx X. Xxxxx III___________
Name: Xxxxxx X. Xxxxx III
Title: Senior Vice President
ERSTE BANK DER OESTERREICHISCHEN SPARKASSAN AG
By: _____/s/ Xxxxx X. Lynch______________
Name: Xxxxx X. Xxxxx
Title: First Vice President
By: _____/s/ Xxxxxxx X. Kunkel____________
Name: Xxxxxxx X. Xxxxxx
Title: Director, Erste Bank
New York Branch
1888 FUND, LTD.
By: _____/s/ Kaitlin Trinh________________
Name: Xxxxxxx Xxxxx
Title: Vice President
ADDISON CDO, Limited
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By: _____/s/ Xxxxx X. Phansalkar_________
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
AIB DEBT MANAGEMENT LIMITED
By: /s/. Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
Investment Advisor to AIB Debt
Management, Limited
By:____/s/ Aidan Lanigan________________
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
American Express Certificate Company
By: American Express Asset Management
Group as Collateral Manager
By: ___/s/ Xxxxxx Stevens___________
Name: Xxxxxx Xxxxxxx
Title: Senior Managing Director
AMMC CDO II, LIMITED
By: American Money Management Corp.,
As Collateral Manager
By: ____/s/ Xxxxxxx X. Eng___________
Name: Xxxxxxx X. Eng
Title: Senior Vice President
AMMC CDO III, LIMITED
By: American Money Management Corp.,
As Collateral Manager
By: ____/s/ Xxxxxxx X. Eng___________
Name: Xxxxxxx X. Eng
Title: Senior Vice President
APEX (TRIMARAN) CDO I LTD.
By: Trimaran Advisors, L.L.C.
By: ___/s/ Xxxxx X. Millison__________
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
ATRIUM CDO
By: _____/s/ Xxxxx X. Lerner____________
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
AVENUE CLO FUND LTD.
By: ___/s/ Xxxxxxx D'Addario____________
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Portfolio Manager
BABSON CLO LTD 2003-I
By: Babson Capital Management LLC as
Collateral Manager
By: ____/s/ Xxxx X. Stelwagon_______
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
BABSON CLO LTD 2004-I
By: Babson Capital Management LLC
By:____/s/ Xxxx X. Stelwagon_______
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
BANK OF MONTREAL
By: ____/s/ S. Valia___________________
Name: X. Xxxxx
Title: Managing Director
XXXX & XXXXXXX XXXXX FOUNDATION
By: Babson Capital Management LLC as
Investment Adviser
By: ____/s/ Xxxx X. Stelwagon_______
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
BLACKROCK SENIOR INCOME SERIES
By: ____/s/ Xxx Colwell________________
Name: Xxx Xxxxxxx
Title: Authorized Signatory
BUSHNELL CBNA LOAN FUNDING LLC
By: _____/s/___Janet Haack______________
Name: Xxxxx Xxxxx
Title: As Attorney-In-Fact
CALLIDUS DEBT PRTNS-CLO FD III
By: Callidus Debt Partners CLO Fund III, LLC
By: Its Collateral Manager, Callidus
Capital Management, LLC
By: _____/s/___Peter R. Bennitt____________
Name: Xxxxx X. Xxxxxxx
Title: Principal
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: _____/s/___Linda Pace______________
Name: Xxxxx Xxxx
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: _____/s/___Linda Pace______________
Name: Xxxxx Xxxx
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS IV, LTD.
By: _____/s/___Linda Pace______________
Name: Xxxxx Xxxx
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS VI, LTD.
By: _____/s/___Linda Pace______________
Name: Xxxxx Xxxx
Title: Managing Director
Centurion CDO VII, Ltd.
By: American Express Asset Management
Group, Inc., as Collateral Manager
By: ________/s/__Robin C. Stancil________
Name: Xxxxx X. Xxxxxxx
Title: Supervisor-Fixed Income
Support Team
CITADEL HILL 2000 LTD
By: ____/s/___Harry Amyette____________
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
Citigroup Investments Corporate Loan Fund,
Inc.
By: Travelers Assest Management International Company LLC
By: ____/s/___Roger Yee________________
Name: Xxxxx Xxx
Title: Vice President
Close International Custody Services Limited as Custodian of
CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
By: ____/s/___Jeffrey Megar______________
Name: Xxxxxxx Xxxxx
Title: Director
By: ____/s/___Preston X. Xxxxxx, Xx.________
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Managing Director
CLYDESDALE CLO 2001-1 LTD
By: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER
By: ____/s/__Elizabeth MacLean___________
Name: Xxxxxxxxx XxxXxxx
Title: Director
CLYDESDALE CLO 2003 LTD
By: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER
By: ____/s/__Elizabeth MacLean___________
Name: Xxxxxxxxx XxxXxxx
Title: Director
CLYDESDALE CLO 2004 LTD
By: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER
By: ____/s/__Elizabeth MacLean___________
Name: Xxxxxxxxx XxxXxxx
Title: Director
Columbus Loan Funding Ltd.
By: Travelers Asset Management International Company LLC
By: ___/s/___Roger Yee__________________
Name: Xxxxx Xxx
Title: Vice President
CONSTANTINUS XXXXX XXXXX CDO V, LTD.
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By: ___/s/__Irina Borisova________________
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
By: ___/s/__Maria Delellis________________
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
CSAM FUNDING I
By: ____/s/__David H. Lerner______________
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CSAM FUNDING IV
By: ____/s/__David H. Lerner______________
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CYPRESS POINT TRADING LLC
By: ____/s/__Meredith J. Koslick___________
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
DIAMOND SPRINGS TRADING LLC
By: ____/s/__Meredith J. Koslick___________
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
XXXXX XXXXX CDO III, LTD.
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI, LTD.
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX LIMITED DURATION INCOME FUND
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR FLOATING RATE TRUST
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: _____/s/__Robert D. Cohen___________
Name: Xxxxxx X. Xxxxx
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: _____/s/__Robert D. Cohen___________
Name: Xxxxxx X. Xxxxx
Title: Vice President
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: _____/s/__Robert D. Cohen___________
Name: Xxxxxx X. Xxxxx
Title: Vice President
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: _____/s/__Robert D. Cohen___________
Name: Xxxxxx X. Xxxxx
Title: Vice President
EV-SENIOR DEBT PORTFOLIO
By: Boston Management and Research
As Investment Advisor
By: ____/s/__Michael B. Botthof___________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FIDELITY ADV SERIES II:FAFR
By: ____/s/__John H. Costello___________
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
FLAGSHIP CLO II
By: Flagship Capital Management, Inc.
By: ____/s/__Eric S. Meyer______________
Name: Xxxx X. Xxxxx
Title: Director
FLAGSHIP CLO 2001-1
By: Flagship Capital Management, Inc.
By: ____/s/__Eric S. Meyer______________
Name: Xxxx X. Xxxxx
Title: Director
FLOATING RATE INCOME STRATEGIES FUND, INC.
By: ___/s/__Omar Jama__________________
Name: Omar Jama
Title: Authorized Signatory
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its General Partner
By: ____/s/___Dennis R. Ascher____________
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
Forest Multi-Strategy Master Fund SPC,
On behalf of its Multi-Strategy Segregated Portfolio
By: ____/s/__David Teolis________________
Name: Xxxxx Xxxxxx
Title: Portfolio Manager
FRANKLIN CLO I LTD.
By: ____/s/__Tyler Chan_________________
Name: Xxxxx Xxxx
Title: Vice President
FRANKLIN CLO II LTD.
By: ____/s/__Tyler Chan_________________
Name: Xxxxx Xxxx
Title: Vice President
FRANKLIN FLOATING RATE MASTER
By: ____/s/__Tyler Chan_________________
Name: Xxxxx Xxxx
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By: ____/s/__Tyler Chan_________________
Name: Xxxxx Xxxx
Title: Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: ____/s/__Tyler Chan_________________
Name: Xxxxx Xxxx
Title: Vice President
GALAXY CLO 1999-1, LTD.
By: AIG Global Investment Corp., Its
Collateral Manager
By: _____/s/ W. Jeffrey Baxter____________
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
GALAXY III CLO LTD.
By: AIG Global Investment Corp., Its
Collateral Manager
By: _____/s/ W. Jeffrey Baxter____________
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORP
By: _____/s/ Xxxxx X. Walsh_____________
Name: Xxxxx X. Xxxxx
Title: Manager -- Operations
State Street Bank and Trust Company as Trustee for GMAM GROUP PENSION TRUST I
By: ____/s/ Xxxxxxx X. Daly______________
Name: Xxxxxxx X. Xxxx
Title: Vice President
GOLDENTREE LOAN OPPORTUNITIES I, LTD.
By: GoldenTree Asset Management, LP
By: ____/s/ Xxxxxx X. Shandell__________
Name: Xxxxxx X. Xxxxxxxx
Title:
GOLDENTREE LOAN OPPORTUNITIES II, LTD.
By: GoldenTree Asset Management, LP
By: ____/s/ Xxxxxx X. Shandell__________
Name: Xxxxxx X. Xxxxxxxx
Title
XXXXXXX & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
HARBOURVIEW CLO IV LTD
By: ____/s/ Xxxx Campbell________________
Name: Xxxx Xxxxxxxx
Title: Manager
HARBOURVIEW CLO V LTD
By: ____/s/ Xxxx Campbell________________
Name: Xxxx Xxxxxxxx
Title: Manager
HARCH CLO I LIMITED
By: _____/s/ Xxxxxxx X. Lewitt___________
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
HIGHLAND OFFSHORE PARTNERS LP
By: Highland Capital Management, L.P.
As General Partner
By: _____/s/ Xxxx Travers_______________
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
IDS Life Insurance Company
By: American Express Asset Management Group, Inc. as Collateral Manager
By: ____/s/ Xxxxxx Stevens_______________
Name: Xxxxxx Xxxxxxx
Title: Senior Managing Director
ING PRIME RATE TRUST
By: ____/s/ Xxxxxxx X. LeMieux____________
Name: Xxxxxxx X. XxXxxxx CFA
Title: Vice President
ING SENIOR INCOME FUND
By: ____/s/ Xxxxxxx X. LeMieux____________
Name: Xxxxxxx X. XxXxxxx CFA
Title: Vice President
KATONAH I, LTD.
By: ____/s/ Ralph Della Rocca_____________
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
KATONAH II, LTD.
By: ____/s/ Ralph Della Rocca_____________
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
KATONAH VI, LTD.
By: ____/s/ Ralph Della Rocca_____________
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
LANDMARK IV CDO LTD.
By: Aladdin Capital Management LLC, as Manager
By: ____/s/ Xxxxxx Bozorgmir____________
Name: Xxxxxx Xxxxxxxxx
Title: Director
LCM II LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Attorney-In-Fact
By: ____/s/ Farboud Tavanger____________
Name: Farboud Tavanger
Title: Senior Portfolio Manager
LIGHTPOINT CLO 2004-1, LTD.
By: ____/s/ Xxxxxx X. Kramer____________
Name: Xxxxxx X. Xxxxxx
Title: Senior Managing Director &
Chief Executive Officer
Loan Funding III LLC
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By: _____/s/ Xxxxx X. Phansalkar_________
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
LOAN FUNDING VII LLC
By: Highland Capital Management, L.P.
As Collateral Manager
By: _____/s/ Xxxx Travers_______________
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, L.P.
LONG LANE MASTER TRUST II
By: ____/s/ Xxx X. Morris_______________
Name: Xxx X. Xxxxxx
Title: Authorized Agent
MAINSTAY FLOATING RATE FUND, a series of Eclipse Funds Inc.
By: New York Life Investment Management LLC
By: ____/s/ F. Xxxxx Melka______________
Name: F. Xxxxx Xxxxx
Title: Director
MASSACHUSETTS MUTUAL LLIFE INSURANCE
By: Babson Capital Management LLC as Investment Adviser
By:____/s/ Xxxx X. Stelwagon_____________
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
MASTER SENIOR FLOATING RATE TRUST
By: ___/s/__Omar Jama__________________
Name: Omar Jama
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investor Advisor
By: ___/s/__Omar Jama__________________
Name: Omar Jama
Title: Authorized Signatory
ML CLO XV PILGRIM AMERICA
By: ____/s/ Xxxxxxx X. LeMieux____________
Name: Xxxxxxx X. XxXxxxx CFA
Title: 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 Serebransky_____________
Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President
MONUMENT PARK CDO LTD
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By: ____/s/ Xxxx Criares_________________
Name: Xxxx Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX PRIME INCOME TRUST
By: ____/s/ Xxxxxxxxx Bodisch_____________
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
MOUNTAIN CAPITAL CLO III LTD
By: ____/s/___Regina Forman_____________
Name: Xxxxxx Xxxxxx
Title: Director
NATIONWIDE LIFE INS CO
By: ____/s/ Xxxxxx X. Leggett_____________
Name: Xxxxxx X. Xxxxxxx
Title: Associate Vice President
Public Bonds
NATIONWIDE MUTUAL INSURANCE CO
By: ____/s/ Xxxxxx X. Leggett_____________
Name: Xxxxxx X. Xxxxxxx
Title: Associate Vice President
Public Bonds
NUVEEN FLOATING RATE INCOME FUND, as a Lender
By: ____/s/ Xxxxx Mason_________________
Name: Xxxxx Xxxxx
Title: Portfolio Manager
NYLIM FLATIRON CLO 2004-1 LTD
By: New York Life Investment Management LLC, as Collateral Manager and Attorney-In-Fact
By: ____/s/ F. Xxxxx Melka______________
Name: F. Xxxxx Xxxxx
Title: Director
OLYMPIC CLO I
By: ___/s/ Xxxx X. Casparian_____________
Name: Xxxx X. Xxxxxxxxx
Title: Chief Operating Officer
Centre Pacific Manager
ONE GROUP INCOME BOND FUND
By: ____/s/ Xxxxx X. Gibson______________
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
OXFORD STRATEGIC INCOME FUND
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
PAMCO CAYMAN LTD
By: Highland Capital Management, L.P.
As Collateral Manager
By: _____/s/ Xxxx Travers_______________
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
Highland Capital Management, X.X.
XXXXXXX CLO 1999 -- 1 LTD
By: ____/s/ Xxxxxxx X. LeMieux____________
Name: Xxxxxxx X. XxXxxxx CFA
Title: Vice President
PINEHURST TRADING, INC.
By: ____/s/ Xxxxxxxx X. Koslick____________
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Global Investors, LLC
A Delaware limited liability company,
Its authorized signatory
By: ___/s/ Xxx X. Heiny_______________
Name: Xxx X. Xxxxx
Title: Counsel
By: ___/s/___James Fifield____________
Name: Xxxxx Xxxxxxx
Title: Counsel
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
By: HVB Credit Advisors LLC
By: ____/s/ Xxx Roa_____________________
Name: Xxx Xxx
Title: Director
By: ____/s/ Xxxxxxx X. Strause_____________
Name: Xxxxxxx X. Xxxxxxx
Title: Associate Director
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/ Xxxx X. Brostowski_________
Name: Xxxx X. Xxxxxxxxxx
Title: Authorized Signatory
SEABOARD CLO 2000 LTD.
By: Babson Capital Management LLC as Collateral Manager
By: _____/s/__John W. Stelwagon__________
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
SEMINOLE FUNDING LLC
By: ____/s/__Meredith J. Koslick___________
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
SENIOR DEBT PORTOLIO
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management LLC as its Collateral Manager
By: ____/s/ Xxxxx Sakon_________________
Name: Xxxxx Sakon
Title: Vice President
SEQUILS-MAGNUM, LTD.
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By: _____/s/ Xxxxx X. Phansalkar_________
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
SEQUILS PILGRIM I LTD
By: ____/s/ Xxxxxxx X. LeMieux____________
Name: Xxxxxxx X. XxXxxxx CFA
Title: Vice President
SOL LOAN FUNDING LLC
By: _____/s/___Janet Haack______________
Name: Xxxxx Xxxxx
Title: As Attorney-In-Fact
Southport CLO, Limited
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By: _____/s/ Xxxxx X. Phansalkar_________
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
STONE TOWER CLO II LTD
By: Stone Tower Debt Advisors LLC,
As their Collateral Manager
By: ____/s/ Xxxxxxx Sheoris______________
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
THE SUMITOMO TRUST & BANKING CO., LTD.
By: ____/s/ Xxxxxxxxx X. Quirk_____________
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
THE ONE GROUP HIGH YIELD BOND
By: ____/s/ Xxxxx X. Gibson______________
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
TOLLI & CO.
BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
By: ____/s/__Michael B. Botthof__________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
TORONTO DOMINION (NEW YORK) INC.
By: ____/s/ Xxxx Zirkle_________________
Name: Xxxx Xxxxxx
Title: Vice President
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Investment Advisory Corp
As Collateral Manager
By: ____/s/ Xxxx Langs_________________
Name: Xxxx Xxxxx
Title: Executive Director
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Investment Advisory Corp
As Collateral Manager
By: ____/s/ Xxxx Langs_________________
Name: Xxxx Xxxxx
Title: Executive Director
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
As Collateral Manager
By: ____/s/ Xxxx Langs_________________
Name: Xxxx Xxxxx
Title: Executive Director
VENTURE III CDO LIMITED
By: ____/s/ Xxxxxxxx Bergstresser________
Name: Xxxxxxxx Xxxxxxxxxxxx
Title: Managing Director
VENTURE IV CDO LIMITED
By: ____/s/ Xxxxxxxx Bergstresser________
Name: Xxxxxxxx Xxxxxxxxxxxx
Title: Managing Director
VERITAS CLO I LTD.
By: ____/s/ Xxxx Xxxxxxxx Watkins________
Name: Xxxx Xxxxxxxx Xxxxxxx
Title: Executive Director
Waveland-INGOTS, LTD.
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By: _____/s/ Xxxxx X. Phansalkar_________
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
WHITEHORSE I, LTD.
By: WHITEHORSE CAPITAL PARTNERS, LP, AS COLLATERAL MANAGER
By: ____/s/ Xxx Carvell__________________
Name: Xxx Xxxxxxx
Title: Portfolio Manager
