AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 4.7(a)
AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT dated as of March 26, 2002 to the Amended and Restated Credit
Agreement dated as of August 24, 2001 (the "Credit Agreement") among EQUISTAR
CHEMICALS, LP, a Delaware limited partnership; the LENDERS from time to time
party thereto, CITICORP USA, INC. and CREDIT SUISSE FIRST BOSTON, as
Co-Syndication Agents; BANK OF AMERICA, N.A. ("BofA"), as Servicing Agent;
JPMORGAN CHASE BANK ("JPMCB"), as Collateral Agent; and BofA and JPMCB as
administrative agents (in such capacity, the "Administrative Agents").
The parties hereto agree as follows:
SECTION 1. 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 2. Amended Definitions. (a) The following new defined terms
are added to Section 1.01 of the Credit Agreement in their appropriate
alphabetical position:
"Capital Expenditures" means, for the Borrower and its
Consolidated Subsidiaries for any fiscal year, the aggregate cash
expenditures for property, plant and equipment of the Borrower and its
Consolidated Subsidiaries for such fiscal year, as the same are (or
would in accordance with GAAP be) set forth in a statement of cash
flows of such person for such fiscal year; provided that "Capital
Expenditures" shall exclude (i) expenditures required, mandated or
necessary to comply with the laws, rules, regulations or other
requirements of any Governmental Authority, (ii) expenditures of
property and casualty insurance or any award or other compensation with
respect to any condemnations of property (or any transfer or
disposition of property in lieu of condemnation) and related insurance
deductibles and (iii) capital expenditures resulting from the
acquisition of rolling stock and related accessories, additions,
improvements, parts and replacements leased by the Borrower and/or its
Consolidated Subsidiaries under railcar operating leases at fiscal year
end 2001.
1
"Relaxed Compliance Period" means the period from and
including the Amendment Effective Date (as defined in Amendment No. 1
to this Agreement) to and including the date on which the Borrower
delivers the financial statements and officer's certificate required
pursuant to Section 5.05(a) and (d), respectively, with respect to its
fiscal year ended December 31, 2003; provided that the Borrower may
terminate the Relaxed Compliance Period by including an election to
that effect in an officer's certificate delivered to each of the
Administrative Agents and to the Servicing Agent so long as the Total
Leverage Ratio for the immediately prior reporting period as set forth
in such certificate is not more than 5.00 to 1.00 and the Interest
Coverage Ratio for the immediately prior reporting period as set forth
in such certificate is not less than 2.50 to 1.00.
(b) The following definition in Section 1.01 of the Credit Agreement is
amended to read in its entirety as follows:
"Senior Secured Leverage Ratio" shall mean the ratio of (i)
Total Indebtedness at such date (plus, to the extent not otherwise
reflected therein, any outstanding Deferred Amounts and minus, to the
extent reflected therein, (x) any outstanding unsecured Indebtedness,
(y) any Acceptable Subordinated Loans and (z) at any date from and
including April 1, 2002 to and including September 30, 2002, a
principal amount of outstanding Revolving Loans of up to $226,000,000
which the Borrower shall have certified in the related notice of
borrowing were borrowed to provide financing of rolling stock and
related accessories, additions, improvements, parts and replacements
leased by the Borrower and/or its Consolidated Subsidiaries under
railcar operating leases at fiscal year end 2001) at such date to (ii)
EBITDA for the period of four consecutive fiscal quarters most recently
ended on or prior to such date, all determined for the Borrower and its
Consolidated Subsidiaries on a consolidated basis.
(c) The following definition in Section 1.01 of the Credit Agreement is
amended to read in its entirety as follows:
"Applicable Margin" shall mean (i) with respect to the Term
Loans, (A) at any time at which the Applicable Total Leverage Ratio (as
defined in the Pricing Schedule) is greater than 6.50 to 1.00, a rate
per annum equal to 2.50% in the case of ABR Loans and 3.50% in the case
of LIBOR Loans and (B) at any other time, a rate per annum equal to
2.25% in the case of ABR Loans and 3.25% in the case of LIBOR Loans and
(ii) with respect to Revolving Loans of any Type outstanding at any
time, the percentage rate per annum set forth in the Pricing Schedule
as the margin with respect to Loans of such Type which is applicable at
such time;
2
provided that the Applicable Margin on any date with respect to
Committed Loans of any Type and any Class shall be the sum of the
percentage determined in accordance with clause (i) or clause (ii)
above, as applicable, plus 2.00%, if on such date (x) an Event of
Default exists and (y) except in the case of an Event of Default under
Sections 7.01(b), 7.01(c), 7.01(e) or 7.01(f), the Administrative
Agents shall have notified the Borrower at the request of the Required
Lenders that this proviso shall be applicable.
SECTION 3. Covenant Amendments. (a) Section 6.04 is amended to read in
its entirety as follows:
SECTION 6.04. Total Leverage Ratio. Permit the Total Leverage
Ratio at any time during any period set forth below to exceed the
applicable ratio set forth below opposite such period (such applicable
ratio being the Relaxed Ratio at any date during the Relaxed Compliance
Period and the Maximum Ratio at any other date):
Period Maximum Ratio Relaxed Ratio
------ ------------- -------------
June 30, 2002- 7.25 to 1.00 Not applicable
September 29, 2002
September 30, 2002- 6.25 to 1.00 Not applicable
December 30, 2002
December 31, 2002- 5.50 to 1.00 Not applicable
March 30, 2003
March 31, 2003- 5.00 to 1.00 8.75 to 1.00
June 29, 2003
June 30, 2003- 5.00 to 1.00 6.75 to 1.00
September 29, 2003
September 30, 2003- 5.00 to 1.00 5.25 to 1.00
December 30, 2003
December 31, 2003 5.00 to 1.00 5.00 to 1.00
and at all times thereafter
(b) Section 6.05 is amended to read in its entirety as follows:
SECTION 6.05. Interest Coverage Ratio. Permit the Interest
Coverage Ratio for the period of four consecutive fiscal quarters
ending on
3
3
any date set forth below to be less than the applicable ratio set forth
below opposite such date (such applicable ratio to be the Relaxed Ratio
for each day during the Relaxed Compliance Period and the Minimum Ratio
for any other date):
Date Minimum Ratio Relaxed Ratio
---- ------------- -------------
March 31, 2002 1.25 to 1.00 1.00 to 1.00
June 30, 2002 1.40 to 1.00 0.60 to 1.00
September 30, 2002 1.75 to 1.00 0.85 to 1.00
December 31, 2002 2.00 to 1.00 1.00 to 1.00
March 31, 2003 2.50 to 1.00 1.25 to 1.00
June 30, 2003 2.50 to 1.00 1.60 to 1.00
September 30, 2003 2.50 to 1.00 2.00 to 1.00
December 31, 2003 2.50 to 1.00 2.50 to 1.00
each fiscal quarter end thereafter 3.00 to 1.00 3.00 to 1.00
(c) Section 6.10 is amended (i) by designating the existing text as
subsection (a) and (ii) by adding the following new subsection (b):
(b) During the Relaxed Compliance Period, make any Business
Acquisition if after giving effect thereto, the aggregate cash
consideration paid by the Borrower and its Consolidated Subsidiaries
for all Business Acquisitions consummated during the Relaxed Compliance
Period would exceed $25,000,000.
(d) The following new Section 6.17 is added to the Credit Agreement:
SECTION 6.17. Capital Expenditures. For each fiscal year of
the Borrower ending during the Relaxed Compliance Period, permit the
Capital Expenditures of the Borrower and its Consolidated Subsidiaries
to exceed the applicable Limit Amount set forth in the table below,
plus, in the case of fiscal year 2003, the amount if any (in no case to
exceed $20,000,000) by which their Capital Expenditures for the fiscal
year ending December 31, 2002 are less than $100,000,000:
Fiscal Year Limit Amount
----------- ------------
2002 $100,000,000
2003 $101,530,000
SECTION 4. Increased Pricing. The Pricing Schedule is amended in its
entirety to read as Exhibit A attached hereto.
4
4
SECTION 5. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article III of the Credit Agreement will be true on and as of the Amendment
Effective Date with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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.
SECTION 8. Effectiveness. This Amendment shall become effective on the
first date when the following conditions are met (the "Amendment Effective
Date"):
(a) the Administrative Agents shall have received 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 Agents shall have received in
form satisfactory to them telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by
such party);
(b) the Administrative Agents shall have received payment of
an amendment fee for each Lender which shall have executed and
delivered a counterpart hereof as contemplated by clause (a) not later
than the Amendment Effective Date, such amendment fee to be in an
amount equal to 0.25% of such Lender's Credit Exposure; and
(c) each of the Agents and the Arrangers shall have received
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 Effective Date in connection with the Loan Documents.
Promptly after the Amendment Effective Date occurs, the Administrative
Agents shall notify the Borrower, the other Agents and the Lenders thereof, and
such notice shall be conclusive and binding on all parties hereto.
5
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
EQUISTAR CHEMICALS, LP,
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal Financial Officer
6
BANK OF AMERICA, N.A., individually
and as Swingline Lender, Fronting Bank,
Administrative Agent and Servicing Agent
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
JPMORGAN CHASE BANK,
individually and as Fronting Bank,
Administrative Agent and Collateral Agent
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Name: Xxxxxx Xxxxxx
Title: VP
AERIES FINANCE-II, LTD.
By: INVESCO Senior Secured
Management, Inc.
As Sub-Managing Agent
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
AIMCO CLO SERIES 2001-A
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxx X. Even
-------------------------------
Name: Xxxxxxx X. Even
Title: Authorized Signatory
7
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc.
As Sub-Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
AMARA-1 FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc.
As Sub-Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
ANCHOR NATIONAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx Oh
-------------------------------
Name: Xxxxxx Oh
Title: Authorized Agent
AETNA CDO, LIMITED (ACCT 1277)
By: Pacific Investment Management
Company LLC,
As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
8
AVALON CAPITAL LTD.
By: INVESCO Senior Secured
Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured
Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ X. Xxxx
-------------------------------
Name: X. Xxxx
Title: Assistant Agent
BANK ONE, N.A.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
9
XXXX & XXXXXXX XXXXX
FOUNDATION
By: Xxxxx X. Xxxxxx & Company, Inc.
As Investment Adviser
By: /s/ Xxxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
BLACK DIAMOND CLO 2000-1 LTD.
By: /s/ Xxxx Xxxxxxx
-----------------
Name: Xxxx Xxxxxxx
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
10
CERES II FINANCE LTD.
By: INVESCO Senior Secured
Management, Inc.
As Sub-Managing Agent (Financial)
By: /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
CHANCELLOR/TRITON CBO, LIMITED
By: INVESCO Senior Secured
Management, Inc.
As Collateral Manager
By: /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
CITICORP USA, INC.
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director/VP
COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management
International Company LLC
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Investment Officer
11
CONSTANTINUS XXXXX XXXXX CDO
V, LTD.
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
CONTINENTAL ASSURANCE COMPANY
Separate Account (E)
By: TCW Asset Management Company
As Attorney-in-Fact
By: /s/Xxxx Xxxx
-------------
Name: Xxxx Xxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxx Waymuller
----------------------------------------
Name: Xxxxxxx Waymuller
Title: Senior Vice President
12
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
CSAM FUNDING I
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
DELANO COMPANY (ACCT 274)
By: Pacific Investment Management
Company LLC,
As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
13
XXXXX XXXXX CDO IV, LTD.
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL
SENIOR LOAN FUND
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
14
FIRST UNION INSTITUTIONAL DEBT
MANAGEMENT, INC.
In its individual capacity and as Collateral
Manager on behalf of the investment funds
under its management as listed on Annex A
hereto
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
ANNEX A
As of the date of this Agreement, IDM
serves as Collateral Manager on behalf of
the following funds:
ELC (Cayman) Ltd. CDO Series 1999-I
ELC (Cayman) Ltd. 1999-III
ELC (Cayman) Ltd. 2000-I
15
ELT LTD.
By: /s/ Xxx X. Xxxxxx
------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
FIRST DOMINION FUNDING II
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
THE FUJI BANK, LIMITED
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President & Manager
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
16
XXXXXXX & CO.
By: Boston Management and Research
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
HARBOUR TOWN FUNDING LLC
By: /s/ Xxx X. Xxxxxx
------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
HARBOURVIEW CDO II LTD., FUND
By: /s/ Xxxx Xxxxxxxx
------------------
Name: Xxxx Xxxxxxxx
Title: Manager
HARBOURVIEW CLO IV LTD., FUND
By: /s/ Xxxx Xxxxxxxx
------------------
Name: Xxxx Xxxxxxxx
Title: Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President, Houston
Office
17
ING PRIME RATE TRUST
By: ING Investments, LLC
As its investment manager
By: /s/ Xxxxxxx X. XxXxxxx, CPA
----------------------------
Name: Xxxxxxx X. XxXxxxx, CPA
Title: Vice President
ING SENIOR INCOME FUND
By: ING Investments, LLC
As its investment manager
By: /s/ Xxxxxxx X. XxXxxxx, CPA
----------------------------
Name: Xxxxxxx X. XxXxxxx, CPA
Title: Vice President
INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured
Management, Inc.
As Portfolio Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
JISSEKIKUN FUNDING, LTD. (ACCT
1288)
By: Pacific Investment Management
Company LLC,
As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
18
JUPITER LOAN FUNDING LLC
By: /s/ Xxx X. Xxxxxx
------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
KZH CNC LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
KZH CRESCENT LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
19
KZH RIVERSIDE LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
KZH SHOSHONE LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Xxxxx Xxxxxx-Xxxxxx
------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
MAPLEWOOD (CAYMAN) LIMITED
By: Mass Mutual Life Insurance Company
As Investment Manager
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
20
MASS MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
MERRILL, LYNCH, XXXXXX, XXXXXX &
XXXXX INCORPORATED
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Director
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Investments, LLC
As its investment manager
By: /s/ Xxxxxxx X. XxXxxxx, CPA
----------------------------
Name: Xxxxxxx X. XxXxxxx, CPA
Title: Vice President
MOUNTAIN CAPITAL CLO I, LTD.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
21
NATEXIS BANQUES POPULAIRES
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Group
Manager
By: /s/ Xxxxx X. Xxxxxxx, III
--------------------------------
Name: Xxxxx X. Xxxxxxx, III
Title: Vice President and Group
Manager
NATIONAL WESTMINSTER BANK PLC
By: NatWest Captial Markets Limited, its
Agent
By: Greenwich Capital Markets, Inc., its
Agent
By: /s/ Xxxxx Xxxxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
NEW ALLIANCE GLOBAL CDO,
LIMITED
By: Alliance Capital Management L.P., as
Sub-advisor
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ Xxxx Xxxxxxxxxxx
---------------------
Name: Xxxx Xxxxxxxxxxx
Title: Senior Vice President
22
NORSE CBO, LTD.
By: Regiment Capital Management, LLC, as
its Investment Advisor
By: Regiment Capital Advisors, LLC, it
Manager and pursuant to delegated authority
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
OASIS COLLATERALIZED HIGH
INCOME PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured
Management, Inc.
As Subadvisor
By: /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
OCTAGON INVESTMENT PARTNERS
II, LLC
By: Octagon Credit Investors, LLC
As sub-investment manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LLC
By: Octagon Credit Investors, LLC
As portfolio manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
23
OCTAGON INVESTMENT PARTNERS
IV, LLC
By: Octagon Credit Investors, LLC
As collateral manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: ING Investments, LLC
As its investment manager
By: /s/ Xxxxxxx X. XxXxxxx, CPA
----------------------------
Name: Xxxxxxx X. XxXxxxx, CPA
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC
As its investment manager
By: /s/ Xxxxxxx X. XxXxxxx, CPA
----------------------------
Name: Xxxxxxx X. XxXxxxx, CPA
Title: Vice President
PINEHURST TRADING, INC.
By: /s/ Xxx X. Xxxxxx
------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
24
ROYALTON COMPANY (ACCT 280)
By: Pacific Investment Management
Company LLC,
As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Sankaty Advisors, LLC as Collateral
Manager for GREAT POINT CLO 1999-1
LTD., as Term Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
Sankaty Advisors, LLC as Collateral
Manager for RACE POINT CLO,
LIMITED, as Term Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
25
SANKATY HIGH YIELD PARTNERS III,
L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
XXXXXXX FLOATING RATE FUND
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice-President
SENIOR DEBT PORTFOLIO
BY: Boston Management and Research
As Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
---------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
SEQUILS I, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
---------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
26
SEQUILS IV, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
---------------------------------
Name: Xxxx X. Gold
Title: Collateral Manager
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc.
As Collateral Manager
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management
Company LLC,
As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
SIMSBUEY CLO, LIMITED
By: Mass Mutual Life Insurance Co.
As Collateral Manager
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President & Associate
General Counsel
27
SOCIETE GENERALE
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
SRF 2000 LLC
By: /s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
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
Suffield CLO, Limited
By Xxxxx X. Xxxxxx & Co., Inc.
As Collateral Manager
By: /s/ Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
28
THE SUMITOMO TRUST & BANKING
CO., LTD.
New York Branch
By: /s/ Xxxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President
SUNAMERICA LIFE INSURANCE CO.
By: /s/ Xxxxxx Oh
--------------------------------
Name: Xxxxxx Oh
Title: Authorized Agent
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
--------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
TEXTRON FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
29
THERMOPYLAE FUNDING CORP.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE TRAVELERS INSURANCE CO.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Investment Officer
TRITON CBO III, LIMITED
By: INVESCO Senior Secured Management,
Inc.
As Investment Advisor
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
30
TRITON CDO IV, LIMITED
By: INVESCO Senior Secured
Management, Inc.
As Investment Advisor
By: /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By: TCW Asset Management Company
As Investment Advisor
By: /s/ Xxxx X. Gold
--------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
XXXXXXX XXXX FLOW FUND II
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
WINGED FOOT FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
31
