EXHIBIT 10.C
AMENDMENT NO. 2 AND AGREEMENT dated as of March 30, 2001
(this "Amendment"), to the CREDIT AGREEMENT dated as of July 16,
1998 (as amended as of September 30, 1999, the "Credit
Agreement"), among ISPAT INLAND, L.P., a Delaware limited
partnership (the "Borrower"), ISPAT INLAND INC., a Delaware
corporation formerly named Inland Steel Company ("Inland"),
XXXXXXX TRUCKING COMPANY, INC., a Delaware corporation
("Xxxxxxx"), INCOAL COMPANY, a Delaware corporation ("Incoal"),
the Lenders (as defined in Article I), and CREDIT SUISSE FIRST
BOSTON, a bank organized under the laws of Switzerland, acting
through its New York branch, as issuing bank (in such capacity,
the "Issuing Bank"), and as administrative agent (in such
capacity, the "Administrative Agent") and as collateral agent (in
such capacity, the "Collateral Agent") for the Lenders.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have
extended credit to the Borrower.
B. The Borrower has requested that the Required Lenders agree to amend the
Credit Agreement as provided herein.
C. The Required Lenders are willing so to amend the Credit Agreement,
pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Section 1.01 of the Credit Agreement. Section 1.01
of the Credit Agreement is hereby amended as follows:
(a) The table set forth in the definition of the term "Applicable
Percentage" is hereby amended and restated in its entirety to read as follows:
Eurodollar Eurodollar ABR
Spread-- Spread-- ABR Spread-- Spread-- L/C Parti-
Consolidated Leverage Ratio Tranche B Tranche C Tranche B Tranche C cipation
--------------------------- Loans Loans Loans Loans Fees
----- ----- ----- ----- ----
Category 1
Greater than 3.50 to 1.00 3.75% 3.75% 2.75% 2.75% 3.75%
Category 2
Less than or equal to 3.25% 3.25% 2.25% 2.25% 3.25%
3.50 to 1.00 but greater
than or equal to 2.50
to 1.00
2
Eurodollar Eurodollar ABR
Spread-- Spread-- ABR Spread-- Spread-- L/C Parti-
Consolidated Leverage Ratio Tranche B Tranche C Tranche B Tranche C cipation
---------------------------- Loans Loans Loans Loans Fees
----- ----- ----- ----- ----
Category 3
Less than 2.50 to 1.00 2.50% 2.50% 1.50% 1.50% 2.50%
(b) The definition of the term "Consolidated EBITDA" is hereby amended and
restated in its entirety to read as follows:
"'Consolidated EBITDA' shall mean, for any period, Consolidated Net
Income for such period, plus, (a) without duplication and to the extent
deducted from revenues in determining Consolidated Net Income for such
period, the sum of (i) the aggregate amount of Consolidated Interest
Expense for such period, (ii) the aggregate amount of income tax expense
for such period, (iii) all amounts attributable to depreciation and
amortization for such period, (iv) all non-recurring non-cash charges
during such period and (v) the aggregate amount of non-cash interest
expense on the IINV Loans for such period, and minus, without duplication
and to the extent added to revenues in determining Consolidated Net Income
for such period, all non-recurring, non-cash gains during such period, all
as determined on a consolidated basis with respect to Inland and the
Restricted Subsidiaries in accordance with GAAP."
(c) The definition of the term "Consolidated Interest Expense" is hereby
amended by adding prior to the "." at the end of the first sentence thereof:
"; provided, that interest expense for IINV Loans shall be excluded from
Consolidated Interest Expense to the extent not paid in cash"
(d) The definition of the term "Total Debt" is hereby amended by (A)
deleting the word "and" before clause (iii) in the parenthetical and (B) adding
within the parenthetical at the end thereof the following new clauses (iv) and
(v):
"(iv) Indebtedness under the IINV Loans and (v) Indebtedness consisting of
borrowings under Inland's receivables and inventory securitization
facilities".
(e) The following definitions shall be inserted in the appropriate
alphabetical order:
"'Capital Expenditures' shall mean, with respect to any person, all
expenditures by such person that should be capitalized in accordance with
GAAP, including all such expenditures with respect to fixed or capital
assets (including expenditures for maintenance and repairs that should be
capitalized in accordance with GAAP) and the amount of Capital Lease
Obligations incurred by such person; provided, however, that any such
expenditures made with, or subsequently reimbursed out of, casualty
proceeds or condemnation proceeds shall in any event be excluded from the
definition of Capital Expenditures, so long as such expenditures are made
within 360 days of the later of the occurrence of the damage to or loss of
the assets being replaced or repaired and the receipt of such proceeds in
respect thereof. Notwithstanding the foregoing, and solely for purposes of
determining compliance with Section 6.11, amounts expended at any
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time after the Consolidated Leverage Ratio at the end of any quarter ended
after March 31, 2001 has been less than or equal to 3.5 to 1.0 to reline
and repair Inland's blast furnace #7 shall not constitute Capital
Expenditures to the extent such amounts do not exceed the budgeted amounts
therefor set forth in a written budget delivered to and reasonably
acceptable to the Administrative Agent.
'Current Assets' shall mean, at any time, the consolidated current
assets (other than cash, Permitted Investments and current and deferred
income taxes) of Inland and the Restricted Subsidiaries at such time on a
consolidated basis determined in accordance with GAAP.
'Current Liabilities' shall mean, at any time, the consolidated current
liabilities (other than the current portion of any long-term Indebtedness,
Indebtedness under revolving credit arrangements and current and deferred
income tax liability) of Inland and the Restricted Subsidiaries at such
time on a consolidated basis determined in accordance with GAAP.
'Excess Cash Flow' shall mean, for any fiscal year, the sum (without
duplication) of:
(a) Consolidated EBITDA for such fiscal year; plus
(b) reductions to noncash working capital of Inland and the Restricted
Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current
Assets minus Current Liabilities from the beginning to the end of such
fiscal year); minus
(c) the amount of any cash income taxes payable by Inland and its
Restricted Subsidiaries with respect to such fiscal year; minus
(d) cash interest paid (net of cash interest received) by Inland and
the Restricted Subsidiaries during such fiscal year; minus
(e) Capital Expenditures made in cash in accordance with Section 6.11
during such fiscal year, except to the extent financed with the proceeds of
Indebtedness, casualty proceeds or condemnation proceeds; minus
(f) permanent repayments or prepayments of the principal of Loans or
other Indebtedness or a reduction in the amount of the Letter of Credit as
a result of a drawing thereunder or a replacement thereof with cash during
such fiscal year, but only to the extent that such repayments or
prepayments may not be reborrowed or redrawn and do not occur in connection
with a refinancing of all or any portion of the Loans or such other
Indebtedness; minus
(g) repayments or prepayments of the principal of Indebtedness by
Inland under its receivables and inventory securitization facilities in
reduction of such Indebtedness until the aggregate outstanding balance
under such facilities, less the balance of available cash and short-term
securities at such time (net of checks issued but not cleared) ("Net
Borrowing Position") is $50,000,000, where the amount of such repayment or
prepayment in such fiscal year shall be the positive difference, if any,
resulting from the subtraction of the Net Borrowing Position at the end of
such fiscal year from the lowest Net Borrowing Position at the end of any
prior fiscal year beginning with the year ending December 31, 2000; minus
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(h) extraordinary, unusual or nonrecurring cash expenses and cash
restructuring charges paid by Inland and the Restricted Subsidiaries, if
any, during such fiscal year and not included in Consolidated EBITDA; minus
(i) additions to noncash working capital of Inland and the Restricted
Subsidiaries for such fiscal year (i.e., the increase, if any, in Current
Assets minus Current Liabilities from the beginning to the end of such
fiscal year); minus
(j) cash severance, pension contributions, retiree benefit payments and
similar payments made during such fiscal year, to the extent not deducted
in determining Consolidated EBITDA for such fiscal year.
'IINV Loans' shall mean loans or advances by IINV or any of its
Affiliates (other than the Borrower or any of its Subsidiaries) to Inland
pursuant to Section 6.02(b)(iv), provided that to the extent loans or
advances are made by an Affiliate of IINV, such Affiliate shall have agreed
in a writing with the Administrative Agent to the subordination provisions
attached hereto as Exhibit A.
'Minimum EBITDA Condition' shall mean, at any date of determination,
that for each period of four consecutive fiscal quarters ending on each of
the four fiscal quarter end dates preceding such date of determination,
Consolidated EBITDA (as calculated under Section 6.09 but without giving
effect to clause (a) of the first proviso thereto) shall have been
$140,000,000 or greater."
SECTION 2. Amendments to Section 2.13 of the Credit Agreement. (a)
Section 2.13 of the Credit Agreement is hereby amended as follows: (i)
subsection (c) thereof shall be redesignated as subsection (d) and a new
subsection (c) shall be inserted therein and shall read as follows:
"(c) No later than the earlier of (i) 100 days after the end of each
fiscal year of the Borrower, commencing with the fiscal year ending
December 31, 2001, and (ii) the date on which the financial statements with
respect to such fiscal year are delivered pursuant to Section 5.04(a), the
Borrower shall offer to prepay all outstanding Loans at a prepayment amount
equal to 100% of the Loans prepaid in accordance with Section 2.13(d) in an
aggregate principal amount equal to 50% of Excess Cash Flow for such fiscal
year; provided, however, that no such offer to prepay shall be required
with respect to the Excess Cash Flow for any fiscal year if the
Consolidated Leverage Ratio at the end of such fiscal year was less than or
equal to 3.50 to 1.00."
(b) All references in the Credit Agreement to Section 2.13(c) of the Credit
Agreement are hereby amended to refer instead to Section 2.13(d) of the Credit
Agreement.
(c) The redesignated Section 2.13(d) of the Credit Agreement is hereby
amended by inserting immediately before the words "an Asset Sale" set forth in
line 13 thereof the words "Excess Cash Flow or".
SECTION 3. Amendments to Section 5.04 of the Credit Agreement. Section
5.04 of the Credit Agreement is hereby amended as follows:
5
(a) by redesignating current subsections (c), (d) and (e) thereof as
subsections (d), (e) and (f), respectively; and
(b) by inserting a new subsection (c) therein which shall read as follows:
"(c) within 30 days after the end of each month (except the last month
of each fiscal quarter), a consolidated balance sheet and related
statements of income showing the financial condition of Inland and its
consolidated subsidiaries as of the close of such month and the results of
its operations and the operations of such Restricted Subsidiaries during
such month, all certified by one of its Financial Officers as fairly
presenting the financial condition and results of operations of Inland and
its consolidated subsidiaries, on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments;".
SECTION 4. Amendment to Section 5.07 of the Credit Agreement. Section
5.07 of the Credit Agreement is hereby amended by adding at the end thereof the
following:
"Without limiting the foregoing, the Borrower and Inland agree to discuss
their affairs, finances and condition in conference calls with Lenders at
such times and at such intervals (but no more frequently than quarterly) as
the Administrative Agent shall request."
SECTION 5. Amendments to Section 6.02 of the Credit Agreement. (a)
Section 6.02(a) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"(a) Incur, directly or indirectly, any Indebtedness; provided, however,
that Inland and its Restricted Subsidiaries may Incur Indebtedness if, (i)
on the date of such Incurrence and after giving effect thereto, the
Consolidated Coverage Ratio exceeds 2.0 to 1.0 and (ii) as of the date of
such Incurrence, the Minimum EBITDA Condition shall have been satisfied."
(b) Section 6.02(b)(iv) of the Credit Agreement is hereby amended by (i)
adding at the beginning thereof the words "(A) IINV Loans and (B)" and (ii)
adding at the end thereof the following:
"and provided further, however, that all IINV Loans shall (x) not require
the payment of interest in cash so long as the conditions set forth in
Section 6.03(c) have not been met and (y) shall be subordinated to the
prior payment in full of the Obligations on the terms attached as Exhibit A
to Amendment No. 2 dated as of March 30, 2001, to this Agreement".
SECTION 6. Amendments to Section 6.03 of the Credit Agreement. (a)
Section 6.03(a) of the Credit Agreement is hereby amended by (i) deleting the
word "or" at the end of clause (ii) thereof, (ii) redesignating clause (iii)
thereof as clause (iv) and (iii) adding the following as clause (iii) thereof:
"(iii) the Consolidated Leverage Ratio at such time, after giving effect to
such Restricted Payment, is not less than or equal to 3.0 to 1.0; or".
6
(b) Section 6.03(b) of the Credit Agreement is hereby amended (i) by
inserting after the words "provided, however, that" set forth in clause (v)
thereof the words "(A) no such Restricted Payments shall be permitted if at the
time thereof and after giving effect thereto, the Consolidated Leverage Ratio is
greater than 3.0 to 1.0 and (B)" and (ii) by deleting the word "or' at the end
of clause (vii) thereof, changing the "." at the end of clause (viii) to "; or"
and adding the following new clause (ix):
"(ix) Restricted Payments from the proceeds of simultaneous IINV Loans
or capital contributions by IINV or any of its Affiliates (other than the
Borrower or any of its Subsidiaries) to Inland which are (x) in excess of
$110,000,000, (y) not made in order to comply with Section 6.09 and (z) not
an IINV Capex Loan."
(c) The following new paragraphs (c) and (d) are hereby added at the end of
Section 6.03:
"(c) Repay or prepay any amounts, including principal and interest, in
respect of any IINV Loans unless, after giving effect thereto and to any
financing therefor, (i) no Default or Event of Default shall have occurred
and be continuing, (ii) the Consolidated Leverage Ratio is less than or
equal to 3.5 to 1.0 and (iii) Inland shall have available to it at least
$100,000,000 of unused and available commitments under its receivables and
inventory securitization facilities.
(d) Anything in this Agreement to the contrary notwithstanding, it is
hereby agreed that up to $60,000,000 of marketable securities received by
Inland on or about March 30 2001 as the proceeds of an IINV Loan will be
deemed to constitute a Permitted Investment for purposes of clause (iv) of
the definition of the term Restricted Payment for a period of up to 30 days
after the Effective Date of Amendment No. 2 dated as of March 30, 2001 to
this Agreement."
SECTION 7. Amendment to Section 6.06 of the Credit Agreement. Section
6.06 of the Credit Agreement is hereby amended by inserting immediately after
the words "provided that, except" therein the words "with respect to the
borrowing, repayment or prepayment of the IINV Loans and".
SECTION 8. Amendment to Section 6.09 of the Credit Agreement. Section
6.09 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"SECTION 6.09. Consolidated EBITDA. Permit Consolidated EBITDA for any
period of four consecutive fiscal quarters commencing on or after March 31,
2002 to be less than $140,000,000; provided that in calculating
Consolidated EBITDA for any period for purposes of this Section 6.09, (a)
there shall be included, without duplication, the aggregate amount of IINV
Loans or capital contributions made in cash by IINV or any of its
Affiliates (other than the Borrower or any of its Subsidiaries) to Inland
(excluding IINV Capex Loans and IINV Loans and capital contributions
referred to in Section 6.03(b)(ix)) during such four fiscal quarters less
the amounts thereof returned to IINV by way of dividend, distribution,
repayment of principal or return of capital as permitted hereunder during
such four fiscal quarters, and (b) there shall be excluded, without
duplication and to the extent otherwise included therein, all unusual,
non-recurring, or extraordinary charges or credits during such period, all
as determined in accordance with GAAP; and provided further that in
calculating Consolidated
7
EBITDA for the fiscal quarters ending March 31, 2002, June 30, 2002 and
September 30, 2002 the $60,000,000 IINV Loan made to Inland on or about
March 30, 2001 shall be deemed to have been made in three (3) installments
of $20,000,000 each in the fiscal quarters ending June 30, 2001, September
30, 2001 and December 31, 2001."
SECTION 9. Addition of Capital Expenditures Limit. A new Section 6.11
is hereby added to the Credit Agreement and shall read as follows:
"SECTION 6.11. Capital Expenditures. (a) Permit the aggregate amount of
Capital Expenditures made by the Borrower, Inland and the Restricted
Subsidiaries in any fiscal year set forth below to exceed the amount set
forth opposite such year below:
Year Amount
---- ------
2001 $38,000,000
2002 $60,000,000
2003 $60,000,000
2004 $60,000,000
2005 $60,000,000
2006 $60,000,000
(b) Notwithstanding anything to the contrary contained in paragraph (a)
above, to the extent that the aggregate amount of Capital Expenditures made
by the Borrower, Inland and the Restricted Subsidiaries pursuant to Section
6.11(a) in any fiscal year is less than the amount permitted by Section
6.11(a) with respect to such fiscal year, the amount of such difference may
be carried forward and used to make Capital Expenditures in the immediately
succeeding fiscal year (after the full amount of Capital Expenditures
otherwise permitted to be made under Section 6.11(a) in such fiscal year,
without regard to the provisions of this paragraph (b), have been made);
provided that the amounts once carried forward to such succeeding fiscal
year shall lapse and terminate at the end of such fiscal year.
(c) In addition, if the Consolidated Leverage Ratio at the end of any
fiscal year ending on or after December 31, 2001 is equal to or less than
3.5 to 1.0, then the amount of Capital Expenditures permitted pursuant to
Section 6.11(a) in the next fiscal year shall be increased to the
depreciation expense of Inland and its Restricted Subsidiaries for such
fiscal year then ended.
(d) In addition, the amount of Capital Expenditures permitted pursuant
to Section 6.11(a) with respect to any fiscal year shall be increased by
the aggregate principal amount of IINV Loans or capital contributions made
after March 31, 2001 ("IINV Capex Loans"), provided that the aggregate
principal amount of IINV Loans outstanding immediately prior to the making
of such IINV Capex Loans (net of any IINV Loans made in order to comply
with Section 6.09 or referred to in Section 6.03(b)(ix)) shall not be less
than $110,000,000."
SECTION 10. Amendment to Section 10.04(b) of the Credit Agreement.
Section 10.04(b) of the Credit Agreement is hereby amended by deleting the
reference therein to "$5,000,000" and substituting in lieu thereof a reference
to "$1,000,000".
8
SECTION 11. Agreements. IINV, the Borrower and Inland hereby agree, for
the benefit of the Lenders, the Issuing Bank, the Administrative Agent and the
Collateral Agent, that all IINV Loans, whether made prior to or after the
Effective Date (as defined below) shall be, and hereby are, subordinated to the
Obligations on the terms attached hereto as Exhibit A, which are incorporated by
reference in and deemed part of the IINV Loans.
SECTION 12. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower, Inland, Xxxxxxx and Incoal
represent and warrant to each of the Lenders, the Administrative Agent, the
Issuing Bank and the Collateral Agent that (a) the aggregate amount of start-up
costs and expenses incurred during the first fiscal quarter of 2001 in
connection with Inland's 80-inch hot strip mill project were less than or equal
to $28,000,000, (b) after giving effect to this Amendment, the representations
and warranties set forth in Article III of the Credit Agreement are true and
correct in all material respects on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date
and except that with respect to the representations and warranties (x) in
Section 3.06, the date applicable shall be December 31, 2000 rather than
December 31, 1997 and (y) in Sections 3.09 and 3.17, such representations and
warranties are qualified by reference to Inland's filings under the Securities
Exchange Act of 1934 for current information regarding matters of the type
referred to in said Sections 3.09 and 3.17 and (c) after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 13. Effectiveness. This Amendment shall become effective as of
the date first written above on the date on which (a) Inland shall have received
on or after January 1, 2001, and there shall be outstanding, not less than
$110,000,000 in aggregate principal amount of IINV Loans and (b) the
Administrative Agent shall have received (i) counterparts of this Amendment
that, when taken together, bear the signatures of the Borrower, the Guarantors,
the Required Lenders and the Administrative Agent and (ii) the Amendment Fee
referred to below. Such date is referred to herein as the "Effective Date".
SECTION 14. Amendment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (including Credit Suisse
First Boston in its capacity as a Lender) that delivers an executed counterpart
of this Amendment to the Administrative Agent on or prior to the Effective Date,
as consideration for entering into this Amendment, an amendment fee equal to
0.25% of the aggregate amount of such Lender's outstanding Loans and L/C
Exposure under the Credit Agreement calculated as of the Effective Date. Such
amendment fee shall be payable in immediately available funds on and subject to
the occurrence of the Effective Date.
SECTION 15. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Issuing Bank, the Collateral Agent or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall
9
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. After the date hereof, any reference
to the Credit Agreement shall mean the Credit Agreement, as modified hereby.
This Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.
SECTION 16. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 17. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 18. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 19. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the fees, charges and disbursements of Cravath, Swaine &
Xxxxx, counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
ISPAT INLAND, L.P.,
by 0000-0000 XXXXXX, INC., its general partner,
by /s/ Xxxxxxx XxXxxxx
-----------------------------------------
Name: Xxxxxxx XxXxxxx
Title: Secretary
ISPAT INLAND INC.,
by /s/ X.X. XxXxx
-----------------------------------------
Name: X.X. XxXxx
Title: Treasurer
XXXXXXX TRUCKING COMPANY, INC.,
by /s/ X.X. XxXxx
-----------------------------------------
Name: X.X. XxXxx
Title: Vice President & Assistant Treasurer
INCOAL COMPANY,
by /s/ X.X. XxXxx
-----------------------------------------
Name: X.X. XxXxx
Title: Treasurer
ISPAT INTERNATIONAL N.V.,
by /s/ Xxxxxxx XxXxxxx
-----------------------------------------
Name: Xxxxxxx XxXxxxx
Title: Managing Director
by /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
CREDIT SUISSE FIRST BOSTON, individually, and
as Administrative Agent, Collateral Agent and
Issuing Bank,
by /s/ Xxxxxx Xxxx
-----------------------------------------
Name: Xxxxxx Xxxx
Title: Director
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
11
ADDISON CDO, LIMITED (ACCT 1279)
by Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
AERIES FINANCE-II LTD.
by INVESCO Senior Secured Management, Inc. as
Sub-Managing Agent
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AMARA-I FINANCE, LTD.
by INVESCO Senior Secured Management, Inc. as
Sub-advisor
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD.
by INVESCO Senior Secured Management, Inc. as
Portfolio Advisor
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
by INVESCO Senior Secured Management, Inc. as
Portfolio Advisor
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
12
ATHENA CDO, LIMITED (ACCT 1277)
by Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
BEDFORD CDO, LIMITED (ACCT 1276)
by Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
BOEING CAPITAL CORP.
by /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Senior Documentation Officer
CAPTIVA FINANCE LTD.
by /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Director
CAPTIVA II FINANCE LTD.
by /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Director
CAPTIVA III FINANCE LTD. (ACCT. 275),
as advised by Pacific Investment Management
Company LLC
by /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Director
CAPTIVA IV FINANCE LTD. (ACCT. 1275),
as advised by Pacific Investment Management
Company LLC
by /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Director
13
CATALINA CDO LTD. (ACCT 1287)
by Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
CERES FINANCE LTD.
by INVESCO Senior Secured Management, Inc. as
Sub-Managing Agent
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
CITIBANK N.A. as Additional Investment Manager
for and on behalf of Five Finance Corporation
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President, Alternative
Investment Strategies
by /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
COMERICA BANK
by /s/ Xxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
CYPRESSTREE SENIOR FLOATING RATE FUND
by CypressTree Investment Management Company,
Inc. as Portfolio Manager
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
14
CYPRESSTREE INVESTMENT PARTNERS I, LTD
by CypressTree Investment Management Company,
Inc. as Portfolio Manager
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II, LTD
by CypressTree Investment Management Company,
Inc. as Portfolio Manager
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
CYPRESSTREE INVESTMENT FUND, LLC
by CypressTree Investment Management Company,
Inc. its Managing Member
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
CYPRESSTREE INSTITUTIONAL FUND, LLC
by CypressTree Investment Management Company,
Inc. its Managing Member
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY,
INC.,
as Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company as
Portfolio Manager
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
15
DEBT STRATEGIES FUND, INC.
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
DELANO COMPANY (ACCT 274)
by Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
ELT LTD.
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
FOOTHILL
by /s/ Xxxx Xxxxxx
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Managing Member
HARBOURVIEW CBO I, LTD.
by /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
HARBOURVIEW CDO II, LTD.
by /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
by Indosuez Capital as Portfolio Advisor
by /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
16
INDOSUEZ CAPITAL FUNDING III, LIMITED
by Indosuez Capital as Portfolio Advisor
by /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
by Indosuez Capital as Portfolio Advisor
by /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING VI, LIMITED
by Indosuez Capital as Collateral Manager
by /s/ Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
JISSEKIKUN FUNDING, LTD. (ACCT 1288)
by Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXX FLOATING RATE FUND
by /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
KZH CYPRESSTREE-1 LLC
by /s/ Xxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH RIVERSIDE LLC
by /s/ Xxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
17
KZH SHOSHONE LLC
by /s/ Xxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC
by /s/ Xxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
LONGHORN CDO (CAYMAN) LTD
by Xxxxxxx Xxxxx Investment Manager, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES BANK
LOAN INCOME PORTFOLIO
by Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES INCOME
STRATEGIES PORTFOLIO
by Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
by /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
18
XXXXXXX XXXXX PRIME RATE PORTFOLIO
by Xxxxxxx Xxxxx Investment Managers, L.P. as
Investment Advisor
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
by ING Pilgrim Investments, as its Investment
Manager
by /s/ Xxxxxxx X. XxXxxxx, CFA
-----------------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
by ING Pilgrim Investments, as its Investment
Manager
by /s/ Xxxxxxx X. XxXxxxx, CFA
-----------------------------------------
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/ Sverker Johansson
-----------------------------------------
Name: Sverker Johansson
Title: Vice President
19
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME TRUST
by /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
MOUNTAIN CAPITAL CLO I, LTD.
by /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
MOUNTAIN CAPITAL CLO II LTD.
by /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
MUIRFIELD TRADING LLC
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
NANTUCKET CBO, LIMITED (ACCT 276)
by Pacific Investment Management Company, LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NORTH AMERICAN SENIOR FLOATING RATE FUND
by CypressTree Investment Management Company,
Inc. as Portfolio Manager
by /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Principal
20
OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1,
LTD
by INVESCO Senior Secured Management, Inc. as
Subadvisor
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
OLYMPIC FUNDING TRUST, SERIES 1999-1
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
XXXXXXXXXXX SENIOR FLOATING RATE FUND
by /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
OSPREY INVESTMENT PORTFOLIO
by Citibank, N.A., as Manager
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President, Alternative
Investment Strategies
PACIFICA PARTNERS I, L.P.
by Imperial Credit Asset Management as its
Investment Manager
by /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
PACIFIC LIFE CBO 1998-1 LTD.
by /s/ Xxxxx X. Card
-----------------------------------------
Name: Xxxxx X. Card
Title: Executive Vice President
by /s/ Xxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxx Xxxx
Title: Assistant Vice President
21
PACIFIC SELECT HIGH YIELD
by /s/ Xxxxx X. Card
-----------------------------------------
Name: Xxxxx X. Card
Title: Executive Vice President
by /s/ Xxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxx Xxxx
Title: Assistant Vice President
PACIFIC REDWOOD CBO LTD.
by /s/ Xxxxx X. Card
-----------------------------------------
Name: Xxxxx X. Card
Title: Executive Vice President
by /s/ Xxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxx Xxxx
Title: Assistant Vice President
PIMCO HIGH YIELD FUND (ACCT 705)
by Pacific Investment Management Company LLC,
as its Investment Advisor for the PIMCO High
Yield Fund, acting through Investors Fiduciary
Trust Company in the Nominee Name of IFTCO
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
by CPF Asset Advisory, L.P. as Investment
Manager
by /s/ Xxx Xxx
-----------------------------------------
Name: Xxx Xxx
Title: Associate Director
by /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
PROSPECT INTERNATIONAL DEBT STRATEGY FUND
by /s/ Xxxxxxx X. Xxxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President
22
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
by /s/ B. Xxxx Xxxxx
-----------------------------------------
Name: B. Xxxx Xxxxx
Title: Vice President
ROYALTON COMPANY (ACCT 280)
by Pacific Investment Management Company LLC,
as its Investment Advisor
by /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
SEQUILS-CUMBERLAND I, LTD.
by Deerfield Capital Management, L.L.C. as its
Collateral Manager
by /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
SRF 2000 LLC
by /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
XXXXXXXXX CLO LTD.
by Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
23
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
by Xxxxxxxxx Capital Partners LLC as its
Collateral Manager
by /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
XXXXX XXX & XXXXXXX INCORPORATED, as Agent for
Keyport Life Insurance Company
by /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
XXXXX XXX & FARNHAM CLO I LTD.,
by Xxxxx Xxx & Xxxxxxx Incorporated, as
Portfolio Manager
by /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
by /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President, Xxxxx Xxx &
Farnham Incorporated, as Advisor to
the Xxxxx Xxx Floating Rate Limited
Liability Company
LIBERTY-XXXXX XXX ADVISOR FLOATING RATE
ADVANTAGE FUND,
by Xxxxx Xxx & Xxxxxxx Incorporated, as Advisor
by /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
24
STRATA FUNDING LTD.
by INVESCO Senior Secured Management, Inc. as
Sub-Managing Agent
by /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
STRATEGIC MANAGED LOAN PORTFOLIO
by Citibank, N.A., as Manager
by /s/ Xxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President, Alternative
Investment Strategies
TEXTRON FINANCIAL CORPORATION
by /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
TRANSAMERICA BUSINESS CAPITAL CORPORATION, as
successor in interest to Transamerica Business
Credit Corporation
by /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Vice President
XXX XXXXXX CLO I, LIMITED
by Xxx Xxxxxx Management, Inc., as Collateral
Manager
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX CLO II, LIMITED
by Xxx Xxxxxx Management, Inc., as Collateral
Manager
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
25
XXX XXXXXX PRIME RATE INCOME TRUST
by Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX SENIOR FLOATING RATE FUND
by Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
XXX XXXXXX SENIOR INCOME TRUST
by Xxx Xxxxxx Investment Advisory Corp.
by /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
WINDSOR LOAN FUNDING, LIMITED
by Xxxxxxxxx Capital Partners LLC as its
Investment Manager
by /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
