AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.1

AMENDMENT TO CREDIT AGREEMENT

     AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2004 (the “Amendment”), among EAGLEPICHER HOLDINGS, Inc., a Delaware corporation (“Holdings”) and EAGLEPICHER INCORPORATED, an Ohio corporation (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”) and XXXXXX TRUST AND SAVINGS BANK, as Administrative Agent (in such capacity, the “Agent”). All terms used herein which are not otherwise specifically defined herein shall have the same meaning herein as defined in the Credit Agreement as further amended hereby.

W I T N E S S E T H:

     WHEREAS, Holdings, the Borrower, the Lenders and the Agent are parties to that certain Credit Agreement, dated as of August 7, 2003 (the “Credit Agreement”); and

     WHEREAS, the Borrower has requested that (i) the Fixed Charge Coverage Ratio be amended, (ii) the Leverage Ratio be amended, (iii) the Restricted Payment, Indebtedness and Investment covenants be amended and (iv) the amount of Capital Expenditures be amended, and that certain other amendments be made to the Credit Agreement; and

     WHEREAS, the Lenders and the Agents party hereto, are willing to so amend the Credit Agreement, subject to the terms and conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound thereby, covenant and agree as follows:

SECTION 1. AMENDMENTS.

     Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

     1.1 New Definitions. Section 1.1 of the Credit Agreement shall be amended by inserting in the appropriate alphabetical order the following definitions to read as follows:

     “CPI” means the “United States City Average All Items for All Urban Consumers (CPI-U, 1982-84=100)” published by the Bureau of Labor Statistics of the U.S. Department of Labor. If the publication of the Consumer Price Index of the U.S. Bureau of Labor Statistics is discontinued, comparable statistics on the purchasing power of the consumer dollar published by a responsible financial periodical selected by the Agent shall be used for making such computations.

     “Foreign Subsidiary Distribution” means any cash dividend or other cash distribution with respect to any Equity Interest of the Borrower in any Foreign Subsidiary or any cash payment, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interest of the Borrower in such Foreign Subsidiary or any option, warrant or other right to acquire any such Equity Interest of the Borrower in such Foreign Subsidiary.

     “Foreign Subsidiary Loans” means loans made by any Foreign Subsidiary to the Borrower in an aggregate principal amount not to exceed the aggregate amount of cash on hand from such Foreign Subsidiary, commencing after the Effective Date, provided that such loans shall (a) mature no earlier than the date that is 180 days after the Tranche B Maturity Date and (b) be expressly subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent.

     “Maximum Granaria Management Fee” means euro 2,000,000 subject to adjustment as follows: on September 1, 2004 and each September 1 thereafter, the current Maximum Granaria Management Fee shall be calculated by multiplying euro 2,000,000 by the sum of (i) 1 plus (ii) the amount equal to (x) the CPI on such adjustment date divided by CPI for September 1, 2004 minus (y) 1.

     1.2 Indebtedness. Section 6.01(a)(xv) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

(xv) the BV Loans and Foreign Subsidiary Loans; and

     1.3. Investments. Section 6.04 of the Credit Agreement shall be amended by (i) deleting the word “and” at the end of clause (l) thereof, (ii) deleting the period at the end of clause (m) thereof and replacing such period with the word “and” and (iii) inserting a new clause “(n)” in the appropriate alphabetical order to read as follows:

     (n) investments by the Borrower in Equity Interests of any Foreign Subsidiary in amounts not to exceed the aggregate amount of all Foreign Subsidiary Distributions made by such Foreign Subsidiary to the Borrower after the Effective Date; provided that any such Equity Interest held by Borrower shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to Equity Interests of a foreign subsidiary referred to in paragraph (b) of the definition of the term “Collateral and Guaranty Requirement”).

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     1.4. Restricted Payments. Section 6.08(a)(iii) of the Credit Agreement shall be and is hereby amended and restated in its entirety to read as follows:

     (iii) during any fiscal year thereof, the Borrower may pay management fees to Granaria or any of its Affiliates in an aggregate amount not to exceed the Maximum Granaria Management Fee in effect during such fiscal year and reimburse Granaria or any of its Affiliates for their reasonable out-of-pocket expenses relating to their management of Holdings,

     1.5. Indebtedness. Section 6.08(b)(vii) shall be amended and restated in its entirety to read as follows:

     (vii) prepayment of Foreign Subsidiary Loans and prepayment of up to $5,000,000 in aggregate principal amount of BV Loans which do not constitute Foreign Subsidiary Loans; provided that, in either case, no Event of Default shall have occurred and be continuing after giving effect to any such payment; and

     1.6. Leverage Ratio. Section 6.13 of the Credit Agreement shall be and is hereby amended and restated in its entirety to read as follows:

     Section 6.13. Leverage Ratio. The Borrower will not permit the Leverage Ratio as of any fiscal quarter end during any period set forth below to exceed the ratio set forth opposite such period:

PERIOD		RATIO
March 1, 2004 to and including May 31, 2004			4.70 to 1.00
June 1, 2004 to and including August 31, 2004			4.50 to 1.00
September 1, 2004 to and including August 31, 2005			4.25 to 1.00
September 1, 2005 to and including August 31, 2006			4.00 to 1.00
September 1, 2006 to and including August 31, 2007			3.75 to 1.00
September 1, 2007 to and including August 31, 2008			3.25 to 1.00
September 1, 2008 and thereafter			3.00 to 1.00

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     1.6. Fixed Charge Coverage Ratio. Section 6.14 of the Credit Agreement shall be and is hereby amended and restated in its entirety to read as follows:

     Section 6.14. Fixed Charge Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated EBITDA minus Capital Expenditures to (b) Consolidated Fixed Charges, in each case for any period of four consecutive fiscal quarters ending on any fiscal quarter end during any period set forth below, to be less than the ratio set forth below opposite such period:

PERIOD		RATIO
May 31, 2004 to and including August 31, 2004			1.15 to 1.00
September 1, 2004 to and including August 31, 2005			1.25 to 1.00
September 1, 2005 to and including August 31, 2006			1.50 to 1.00
September 1, 2006 to and including August 31, 2007			1.50 to 1.00
September 1, 2007 and thereafter			1.75 to 1.00

     1.7. Capital Expenditures. Section 6.15(a) of the Credit Agreement shall be and is hereby amended by deleting the phrase “to exceed $40,000,000 in the aggregate” therein and replacing such with the phrase “to exceed (i) for the fiscal year ending November 30, 2004, $45,000,000 in the aggregate and (ii) at all other times, $40,000,000 in the aggregate” in lieu thereof.

SECTION 2. CONDITIONS PRECEDENT.

     The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

     2.1. The Borrower, the Agent and Required Lenders shall have executed and delivered this Amendment.

     2.2. The Agent shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment to the extent the Agent or its counsel may reasonably request.

     2.3. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.

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SECTION 3. REPRESENTATIONS.

     In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Lenders that as of the date hereof the representations and warranties set forth in Article III of the Credit Agreement are and shall be and remain true and correct (except that the representations contained in Section 3.04 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Agent) and the Borrower is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.

SECTION 4. MISCELLANEOUS.

     4.1. The Borrower heretofore executed and delivered to the Agent the Collateral Agreement and certain other collateral documents. The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Collateral Agreement continues to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Agreement and the rights and remedies of the Agent thereunder, the obligations of the Borrower thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

     4.2. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, any note, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.

     4.3. The Borrower agrees to pay on demand all costs and expenses of or incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of counsel for the Agent.

     4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of New York.

[SIGNATURE PAGE TO FOLLOW]

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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

		EAGLEPICHER HOLDINGS, INC.
		By		/s/ Xxxxxx X. Xxxxxxxxx
				Name: Xxxxxx X. Xxxxxxxxx
				Title: Senior Vice President and Chief Financial Officer
		EAGLEPICHER INCORPORATED
		By		/s/ Xxxxxx X. Xxxxxxxxx
				Name: Xxxxxx X. Xxxxxxxxx
				Title: Senior Vice President and Chief Financial Officer
		XXXXXX TRUST AND SAVINGS BANK, individually and as Agent
		By		/s/ Xxxxxxx Xxxxxx
				Name: Xxxxxxx Xxxxxx
				Title: Vice President
		ABN AMRO BANK N.V.
		By		/s/ Xxxxxx Noique
				Name: Xxxxxx Noique
				Title: Group Vice President
		By		/s/ Xxxx X. Xxxxxxx
				Name: Xxxx X. Xxxxxxx
				Title: Vice President
		UBS AG, CAYMAN ISLAND BRANCH
		By		/s/ Xxxxxxx X. Saint
				Name: Xxxxxxx X. Saint
				Title: Director Banking Products Services, US
		By		/s/ Xxxxxxx Xxxxxxxxx
				Name: Xxxxxxx Xxxxxxxxx
				Title: Associate Director Banking Products Services, US

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		GENERAL ELECTRIC CAPITAL CORPORATION
		By		/s/ Xxxxx Fave
				Name: Xxxxx Fave
				Title: Authorized Signatory
		BANK ONE, NA, with its main office in Chicago, Illinois
		By		/s/ Xxxxxx X. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx
				Title: First Vice President
		PNC BANK, NATIONAL ASSOCIATION
		By		/s/ Xxxxx X. Xxxxxx
				Name: Xxxxx X. Xxxxxx
				Title: Vice President
		PROVIDENT BANK
		By		/s/ Xxxxxxx X. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxxx
				Title: Senior Vice President
		CREDIT INDUSTRIAL ET COMMERCIAL
		By		/s/ Xxxxxxx Xxxx
				Name: Xxxxxxx Xxxx
				Title: Vice President
		By		/s/ Xxxxx X’Xxxxx
				Name: Xxxxx X’Xxxxx
				Title: Vice President
		RZB FINANCE LLC, CONNECTICUT OFFICE
		By		/s/ Xxxxxx Xxxxx
				Name: Xxxxxx Xxxxx
				Title: Vice President
		By		/s/ Xxxxxxxxx Xxxxx
				Name: Xxxxxxxxx Xxxxx
				Title: Vice President

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		GOLDENTREE LOAN OPPORTUNITIES II,     LIMITED (BY: GOLDENTREE ASSET     MANAGEMENT, LP)
		By		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxxx
				Title:
		AMARA-I FINANCE, LTD.
		BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT
		By		/s/ Xxxx Xxxxxx
				Name: Xxxx Xxxxxx
				Title: Manager
		AMARA 2 FINANCE, LTD.
		BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT
		By		/s/ Xxxx Xxxxxx
				Name: Xxxx Xxxxxx
				Title: Manager
		INVESCO EUROPEAN CDO I S.A.
		BY: INVESCO SENIOR SECURED MANAGEMENT,     INC., AS COLLATERAL MANAGER
		By		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		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

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				Title: Authorized Signatory
		CHARTER VIEW PORTFOLIO
		BY: INVESCO SENIOR SECURED MANAGEMENT,     INC., AS INVESTMENT ADVISOR
		By		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		DIVERSIFIED CREDIT PORTFOLIO LTD.
		BY: INVESCO SENIOR SECURED MANAGEMENT,     INC., AS INVESTMENT ADVISOR
		By		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		AIM FLOATING RATE FUND
		BY: INVESCO SENIOR SECURED MANAGEMENT,     INC., AS SUB-ADVISOR
		By		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		SEQUILS-LIBERTY, LTD.
		BY: INVESCO SENIOR SECURED MANAGEMENT,     INC., AS COLLATERAL MANAGER
		By		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		SAGAMORE CLO LTD.
		BY: INVESCO SENIOR SECURED MANAGEMENT,     INC., AS COLLATERAL MANAGER
		By		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory

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		SARATOGA CLO I, LIMITED
		BY: INVESCO SENIOR SECURED MANAGEMENT,     INC., AS ASSET MANAGER
		By		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		OLYMPIC FUNDING TRUST, SERIES 1999-1
		By		/s/ Xxx X. Xxxxxx
				Name: Xxx X. Xxxxxx
				Title: Authorized Agent
		MUIRFIELD TRADING LLC
		By		/s/ Xxx X. Xxxxxx
				Name: Xxx X. Xxxxxx
				Title: Authorized Agent
		GULF STREAM-COMPASS CLO 2003-1, LTD.
		By		/s/ Xxxxx X. Love
				Name: Xxxxx X. Love
				Title: Chief Credit Officer
		APEX (TRIMARAN) CDO 1, LTD.
		BY: TRIMARAN ADVISORS, L.L.C.
		By		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Managing Director
		STELLAR FUNDING, LTD.
		By		/s/ Xxxxxxx Xxxxx
				Name: Xxxxxxx Xxxxx
				Title: Fund Controller

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		VENTURE CDO 2002, LIMITED
		BY ITS INVESTMENT ADVISORS MJX ASSET     MANAGEMENT LLC
		By		/s/ Xxxx X. Xxxxxxxxxxx
				Name: Xxxx X. Xxxxxxxxxxx
				Title: Chief Investment Officer
		VENTURE II CDO 2002, LIMITED
		BY ITS INVESTMENT ADVISORS MJX ASSET     MANAGEMENT LLC
		By		/s/ Xxxx X. Xxxxxxxxxxx
				Name: Xxxx X. Xxxxxxxxxxx
				Title: Chief Investment Officer
		DENALI CAPITAL CLO I, LTD.
		BY: DENALI CAPITAL LLC, MANAGING     MEMBER OF DC FUNDING PARTNERS,     PROTFOLIO MANAGER FOR DENALI CAPITAL     CLO I, LTD., OR AN AFFILIATE
		By		/s/ Xxxx X. Xxxxxxx
				Name: Xxxx X. Xxxxxxx
				Title: Chief Credit Officer
		DENALI CAPITAL CLO III, LTD.
		BY: DENALI CAPITAL LLC, MANAGING     MEMBER OF DC FUNDING PARTNERS,     PROTFOLIO MANAGER FOR DENALI CAPITAL     CLO III, LTD., OR AN AFFILIATE
		By		/s/ Xxxx X. Xxxxxxx
				Name: Xxxx X. Xxxxxxx
				Title: Chief Credit Officer
		MOUNTAIN CAPITAL CLO II LTD.
		By		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Director

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		CLYDESDALE CLO 2003 LTD.
		NOMURA RESEARCH AND ASSET     MANAGEMENT INC., AS AGENT
		By		/s/ unreadable
				Name:
				Title:
		CLYDESDALE CLO 2001-1 LTD.
		NOMURA CORPORATE RESEARCH AND ASSET     MANAGEMENT INC., AS COLLATERAL     MANAGER
		By		/s/ unreadable
				Name:
				Title:
		NOMURA BOND & LOAN FUND
		BY: UFJ TRUST BANK LIMITED AS TRUSTEE
		BY: NOMURA CORPORATE RESEARCH AND     ASSET MANAGEMENT INC. ATTORNEY IN     FACT
		By		/s/ unreadable
				Name:
				Title:
		XXXXXX’X ISLAND CDO, LTD.
		BY: CYPRESSTREE INVESTMENT     MANAGEMENT COPANY, INC., AS     PROTFOLIO MANAGER
		By		/s/ Xxxxxxx Xxxxx
				Name: Xxxxxxx Xxxxx
				Title: Director

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	CLOSE INTERNATIONAL CUSTODY SERVICES LIMITED AS CUSTODIAN OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED BY CYPRESSTREE STRATEGIC DEBT MANAGEMENT CO., INC. AS INVESTMENT ADVISOR
	By	/s/ Xxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxx X. Xxxxxxxxx
		Title:	Investment Analyst

	By	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Director

	XXXXXX VARIABLE TRUST-PVT HIGH YIELD FUND
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX DIVERSIFIED INCOME TRUST
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX HIGH YIELD ADVANTAGE FUND
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX HIGH YIELD TRUST
	By	/s/ unreadable
		Name:
		Title:

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	XXXXXX VARIABLE TRUST-PVT DIVERSIFIED INCOME FUND
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX PREMIER INCOME TRUST
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX MASTER INTERMEDIATE INCOME TRUST
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX MASTER INCOME TRUST
	By	/s/ unreadable
		Name:
		Title:

	FRANKLIN CLO IV, LIMITED
	By	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Vice President

	FRANKLIN FLOATING RATE MASTER SERIES
	By	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Vice President

	FRANKLIN FLOATING RATE DAILY ACCESS FUND
	By	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Vice President

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	XXX XXXXXX SENIOR LOAN FUND BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
	By	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Executive Director

	XXX XXXXXX SENIOR INCOME TRUST BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
	By	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Executive Director

	CALLIDUS DEBT PARTNERS CLO FUND II LTD.
	By	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Managing Director

	ARCHIMEDES FUNDING IV (CAYMAN), LTD. BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Director

	ENDURANCE CLO I, LTD. BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Director

	ING-ORYX CLO, LTD. BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Director

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	SEQUILS-ING I (HBDGM), LTD. BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Director

	FOOTHILL INCOME TRUST II, L.P.
	By	/s/ Xxxx Nokera
		Name:	Xxxx Nokera
		Title:	Managing Member

	MAGNETITE V CLO, LIMITED
	By	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Authorized Signatory

	MAGNETITE IV CLO, LTD.
	By	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Authorized Signatory

	BLACKROCK LIMITED DURATION INCOME TRUST
	By	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Authorized Signatory

	NORSE CBO, LTD.
	BY: REGIMENT CAPITAL MANAGEMENT, LLC AS ITS INVESTMENT ADVISOR
	BY: REGIMENT CAPITAL ADVISORS, LLC ITS MANAGER AND PURSUANT TO DELEGATED AUTHORITY
	By	/s/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxx
		Title:	President

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	LANDMARK III CDO LIMITED
	By	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Director

	CSAM FUNDING III
	By	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Authorized Signatory

	XXXXXX IV LEVERAGED LOAN CDO 2003, by Prudential Investment Management Inc., as collateral manager
	By	/s/ B. Xxxx Xxxxx
		Name:	B. Xxxx Xxxxx
		Title:	Vice President

	INNER HARBOR CBO 2001-1 LTD. BY: X. XXXX PRICE ASSOCIATES, INC. AS COLLATERAL MANAGER
	By	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President

	ALLSTATE LIFE INSURANCE COMPANY
	By	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory

	By	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Authorized Signatory

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	AIMCO CLO SERIES 2001-A
	By	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory

	By	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Authorized Signatory

	AIMCO CLO SERIES 2000-A
	By	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory

	By	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Authorized Signatory

	CANADIAN IMPERIAL BANK OF COMMERCE
	By	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Authorized Signatory

	EMERALD ORCHARD LIMITED
	By	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Attorney in Fact

	AMMC CDO II, LIMITED BY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER
	By	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President

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	AMMC CDO I, LIMITED BY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER
	By	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President

	DENALI CAPITAL CLO II, LTD.
	BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO II, LTD., OR AN AFFILIATE
	By	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Chief Credit Officer

	NEMEAN CLO, LTD. BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Director

	COOKSMILL
	By	/s/ Xxxx X.X. Xxxxxxxx
		Name:	Xxxx X.X. Xxxxxxxx
		Title:	Authorized Signatory

	FIFTH THIRD BANK
	By	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	AVP – Relationship Manger

	ARCHIMEDES FUNDING III, LTD. BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
	By	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Director

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