AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT dated as of April 16, 1999
amending and restating the Credit Agreement dated as of July 23, 1998, as
amended by Amendment No. 1 dated as of April 1, 1999 (the "Credit Agreement"),
among LYONDELL CHEMICAL COMPANY (formerly named LYONDELL PETROCHEMICAL COMPANY)
(the "Borrower"), the LENDERS party thereto, XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent, DLJ CAPITAL FUNDING, INC., as Syndication
Agent (the "Syndication Agent"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, CITIBANK, N.A., THE CHASE MANHATTAN BANK and NATIONSBANK, N.A., as
Documentation Agents.
WITNESSETH:
WHEREAS, the parties hereto desire to make the amendments specified below,
to restate the Credit Agreement in its entirety to read as set forth in the
Credit Agreement with the amendments specified below and to reaffirm the Credit
Agreement as so amended and restated;
NOW THEREFORE, 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 and Restatement
becomes effective, refer to the Credit Agreement as amended and restated hereby.
Section 2. Changes and Additions to Definitions. (a) The following
definitions are added in alphabetical order to Section 1.01 of the Credit
Agreement:
"Amendment 2" means the Amendment and Restatement of Credit Agreement dated
as of April 16, 1999, amending and restating this Agreement, as amended by
Amendment No. 1 dated as of April 1, 1999.
"Amendment 2 Effective Date" means the date on which Amendment 2 becomes
effective in accordance with its terms.
"Applicable Term Loans-B Prepayment Fee Percentage" means (i) on any date
from and including the Amendment 2 Effective Date to but excluding the first
anniversary thereof, 2% and (ii) on any date from and including the first
anniversary of the Amendment 2 Effective Date to and including the second
anniversary thereof, 1%.
"Applicable Term Loans-E Prepayment Fee Percentage" means (i) on any date
from and including the third anniversary of the Amendment 2 Effective Date to
but excluding the fourth anniversary thereof, 2% and (ii) on any date from and
including the fourth anniversary of the Amendment 2 Effective Date to and
including the fifth anniversary thereof, 1%.
"Junior Securities Release Date" has the meaning set forth in Section 5.21.
"Term Loan-E" means a loan made by a Term Loan-E Lender pursuant to Section
2.01(f).
"Term Loan-E Commitment" means, with respect to each Term Loan-E Lender
identified on the Term Loan-E Commitment Schedule, the amount set forth opposite
the name of such Lender on such Schedule.
"Term Loan-E Commitment Schedule" means the Schedule delivered by the
Administrative Agent to the Borrower and the Term Loan-E Lenders prior to the
Amendment 2 Effective Date and identified as such.
"Term Loan-E Lender" means each Lender identified in the Term Loan-E
Commitment Schedule and each Assignee which acquires any Term Loan-E pursuant to
Section 906(c), and their respective successors.
(b) The definition of "Lender" set forth in Section 1.01 of the Credit
Agreement is amended by inserting at the end of clause (i) thereof the phrase
"or on the Term Loan-E Commitment Schedule".
(c) The definition of "Maturity Date" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to
clause (vi) thereof with a comma, and (ii) inserting at the end thereof the
following phrase: "and (vii) with respect to Term Loans-E, the date set forth
in the Term Loan-E Commitment Schedule and identified therein as the final
maturity date with respect to the Term Loans-E.".
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(d) The definition of "New Senior Notes" set forth in Section 1.01 of the
Credit Agreement is amended to read in its entirety as follows:
"New Senior Notes" means notes of the Borrower which (i) mature no earlier
than the date which falls seven and a half years after the Amendment 2 Effective
Date, (ii) are not Guaranteed by any Person other than a Subsidiary Guarantor
(the terms of which Guarantee shall provide that it terminates automatically
upon any termination of the Subsidiary Guarantee of such Subsidiary Guarantor),
(iii) are not secured by any assets of any Person other than all or any portion
of the Collateral and, if so secured, the rights and remedies of the holders of
such notes with respect to such Collateral are subject to security arrangements
in form and substance satisfactory to the Administrative Agent (which
arrangements will provide, in any event, that all Liens on all or any portion of
the Collateral securing such notes shall be automatically released concurrently
with any release of the Liens on all or any such portion of the Collateral
securing the Loans (other than upon a complete refinancing of the Loans and the
Reimbursement Obligations with other Debt to be secured by such Collateral)),
and (iv) contain otherwise substantially the terms and conditions contemplated
by the form of the senior note indenture delivered to the Administrative Agent
prior to the Amendment 2 Effective Date (or, in the case of any such notes
issued after the Amendment 2 Effective Date, terms and conditions that are at
least as favorable to the Lenders as the terms and conditions set forth in such
form of senior note indenture, except that the interest rate applicable to such
notes shall be the then prevailing market rate or, if such notes are to be
fungible with previously issued notes, the interest rate shall, taken together
with the sales price of such notes, reflect then prevailing market rates);
provided that the gross cash proceeds received by the Borrower from the issuance
of such notes (including any such notes issued on the Amendment 2 Effective
Date) shall not exceed $2,750,000,000 minus the aggregate principal amount of
the Term Loans-E made on the Amendment 2 Effective Date.
(e) The definition of "New Senior Subordinated Notes" set forth in
Section 1.01 of the Credit Agreement is amended by substituting the reference to
"Amendment 1 Effective Date" contained in clause (ii) thereof with a reference
to "Amendment 2 Effective Date".
(f) The definition of "Term Commitments" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to the
reference to "Term Loan-D Commitments" contained therein with a comma, and (ii)
adding immediately after such reference the following phrase: "and the Term
Loan-E Commitments".
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(g) The definition of "Term Lenders" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to the
reference to "Term Loan-D Lenders" contained therein with a comma, and (ii)
adding immediately after such reference the following phrase: "and the Term
Loan-E Lenders".
(h) The definition of "Term Loans" set forth in Section 1.01 of the
Credit Agreement is amended by (i) replacing the "and" immediately prior to the
reference to "Term Loans-D" contained therein with a comma, and (ii) adding
immediately after such reference the following phrase: "and the Term Loans-E".
Section 3. Additional Class of Loans. Section 1.03 of the Credit Agreement
is amended by inserting a reference to "Term Loan-E," immediately after the
reference to "Term Loan-D," contained in the third sentence of such Section.
Section 4. Commitment to Make Term Loans-E. Section 2.01 of the Credit
Agreement is amended by (i) renumbering subsection (f) thereof as subsection
(g), and (ii) inserting a new subsection (f) immediately after subsection (e)
thereof, to read in its entirety as follows:
"(f) Term Loan-E Facility. On the Amendment 2 Effective Date each Term
Loan-E Lender severally agrees, on the terms and conditions set forth in this
Agreement, to make a Term Loan-E to the Borrower in a principal amount not to
exceed the amount of its Term Loan-E Commitment. The Term Loan-E Commitments
are not revolving in nature, and amounts repaid or prepaid pursuant to Section
2.04 or Section 2.09 shall not be reborrowed. The Term Loan-E Commitments shall
terminate in their entirety on the close of business (New York City time) on the
Amendment 2 Effective Date.".
Section 5. Addition of Provisions Relating to Prepayment of Term Loans-E.
(a) Subsection (e)(A) of Section 2.04 of the Credit Agreement is amended by (i)
deleting the "and" at the end of clause second thereof and replacing it with a
comma, and (ii) adding the following clause at the end of clause third thereof:
"and fourth, the Borrower shall prepay (subject to subsection (f) of this
Section) the Term Loans-E, until all Term Loans-E have been paid in full".
(b) Subsection (e)(B) of Section 2.04 of the Credit Agreement is amended
by (i) deleting the "and" at the end of clause second thereof and replacing it
with a comma, and (ii) adding the following clause at the end of clause third
thereof: "and fourth, the Borrower shall prepay (subject to subsection (f) of
this Section) the Term Loans-E, until all Term Loans-E have been paid in full".
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(c) A new subsection (h) is added at the end of Section 2.04 of the
Credit Agreement, to read in its entirety as follows:
"(h) Provisions Relating to Term Loans-E. (i) Scheduled Amortization. In
addition, (i) on each Quarterly Payment Date occurring after the Amendment 2
Effective Date and on or prior to the fourth Quarterly Payment Date prior to the
Maturity Date of the Term Loans-E the Borrower shall repay, and there shall
become due and payable, an aggregate principal amount of the Term Loans-E equal
to 0.25% of the aggregate principal amount of the Term Loans-E made on the
Amendment 2 Effective Date and (ii) on each Quarterly Payment Date occurring
thereafter, the Borrower shall repay, and there shall become due and payable, an
aggregate principal amount of the Term Loans-E equal to 25% of the aggregate
principal amount of the Term Loans-E outstanding on the fourth Quarterly Payment
Date prior to the Maturity Date of the Term Loans-E (immediately after giving
effect to the repayment of the Term Loans-E made by the Borrower on such
Quarterly Payment Date pursuant to clause (i)) or, if less, the aggregate
principal amount of the Term Loans-E then outstanding (as each such amount may
be reduced pursuant to Section 2.04 and Section 2.09).
(ii) Ability to Reject Contingent Prepayments. The provisions of
subsection (f) shall apply to any prepayment of the Term Loans-E that would, but
for the provisions of such subsection (f), otherwise be required pursuant to
subsection (d) of this Section, mutatis mutandis.
(iii) The amount of any prepayments of Term Loans-E pursuant to
subsection (d) of this Section shall be applied to reduce pro rata the amount of
the subsequent scheduled prepayments of the Term Loans-E required pursuant to
clause (i) of this subsection.
Section 6. Amendments to the Optional Prepayments Provisions. (a) Section
2.09(a) of the Credit Agreement is amended by adding the following proviso at
the end of the first sentence thereof:
"provided that (i) the Borrower may not prepay any Term Loans-E prior to
the third anniversary of the Amendment 2 Effective Date, (ii) together with any
optional prepayment of the Term Loans-B on any date on or prior to the second
anniversary of the Amendment 2 Effective Date, the Borrower shall also pay a
prepayment fee equal to the Applicable Term Loans-B Prepayment Fee Percentage of
the principal amount of such Term Loans-B being prepaid and (iii) together with
any optional prepayment of the Term Loans-E on any date on or after the third
anniversary of the Amendment 2 Effective Date and on or prior to the fifth
anniversary thereof, the Borrower shall also pay a prepayment fee equal
5
to the Applicable Term Loans-E Prepayment Fee Percentage of the principal amount
of such Term Loans-E being prepaid."
(b) Section 2.09(c) of the Credit Agreement is amended by adding the
following sentence at the end thereof: "The amount of any prepayment of Term
Loans-E pursuant to this Section shall be applied, first, to the next scheduled
payment in respect of such Loans pursuant to Section 2.04(h)(i) to the extent
necessary to reduce such next scheduled payment to zero, and, second, pro rata
to all subsequent scheduled payments in respect of such Loans pursuant to
Section 2.04(h)(i).
Section 7. Amendment to the Use of Proceeds Covenant. Section 5.08 of the
Credit Agreement is amended by (i) inserting the parenthetical "(other than Term
Loans-E)" immediately after the reference to "Term Loans" in the first sentence
thereof, and (ii) adding the following sentence immediately after the first
sentence thereof: "The proceeds of the Term Loans-E will be used by the Borrower
solely to repay outstanding Term Loans-C and Term Loans-D."
Section 8. Amendment to the Covenant Limiting Restrictions on Subsidiaries.
Section 5.18 of the Credit Agreement is amended by (i) deleting the reference to
the "Amendment 1 Effective Date" contained in clause (vii)(y) thereof and
substituting it with a reference to the "Amendment 2 Effective Date" and (ii)
adding the following parenthetical at the end of such clause "(or, solely with
respect to New Senior Notes issued after the Amendment 2 Effective Date, as in
effect on the date of issuance of such notes)".
Section 9. Amendments to the Covenant Requiring the Issuance of Additional
Securities. Section 5.21 of the Credit Agreement is amended by:
(a) deleting the phrase "On or prior to June 30, 2000" set forth in the
introductory clause thereof;
(b) adding the phrase "on or prior to June 30, 2000" at the beginning of
clause (a) thereof;
(c) adding the phrase "on or prior to June 30, 2002" at the beginning of
clause (b) thereof; and
(d) amending the proviso contained therein by (i) deleting the "and" at
the end of clause (i) thereof and replacing it with a comma, (ii) deleting the
reference to "Amendment 1 Effective Date" contained in clause (ii) thereof and
replacing it with a reference to "Amendment 2 Effective Date", and (iii) adding
new clauses (iii), (iv) and (v) immediately after clause (ii) thereof, to read
in their
6
entirety as follows: "(iii) the amount of common stock required by clause (a)
shall be reduced by up to $150,000,000 of gross cash proceeds from the sale of
preferred equity of the Borrower issued pursuant to one or more Equity
Issuances, (iv) the terms of any preferred equity issued by the Borrower
pursuant to this Section shall not require the payment of any cash dividends
thereon on any date on or prior to the fifth anniversary of the Amendment 2
Effective Date or the scheduled redemption thereof in whole or in part on any
date on or prior to the tenth anniversary of the Amendment 2 Effective Date and
(v) the Borrower shall not be required to comply with the provisions of clause
(b) at any date on or after the Junior Securities Release Date. "Junior
Securities Release Date" means the first date on which (i) all Term Loans-C and
Term Loans-D (including all interest and fees accrued thereon) have been repaid
in full and (ii) (x) the Borrower has Senior Debt Ratings at or above the level
of Ba2 by Xxxxx'x and BB by S&P or (y) the ratio of (1) Adjusted Debt at the
last day of the Fiscal Quarter ended on or most recently prior to such date and
with respect to which the Borrower has delivered the financial statements
required to be delivered by it pursuant to Section 5.01(a) or (b) minus
unencumbered cash and cash equivalents (other than by Liens created under the
Collateral Documents) on such day (but excluding in any event any cash taken
into account in the calculation of Adjusted Debt) to (2) Adjusted EBITDA for the
period of four consecutive Fiscal Quarters ended on the last day of such Fiscal
Quarter, does not exceed 3.00:1, and the Borrower shall have delivered to the
Administrative Agent a certificate of the chief financial officer or the chief
accounting officer of the Borrower so certifying and setting forth in reasonable
detail the calculations on the basis of which such certification is being made.
Section 10. Certain Permitted Debt. (a) Clause (j) of Section 5.09 is
amended by adding the following phrase at the end thereof "and less (z) the
aggregate outstanding principal amount of Debt of Persons other than
Subsidiaries permitted solely by Section 5.22(c)".
(b) Clause (g) of Section 5.10 is amended by adding the following phrase
at the end thereof "and less (z) the aggregate outstanding principal amount of
Debt of Persons other than Subsidiaries permitted solely by Section 5.22(c) at
such time".
(c) The following parenthetical is added at the end of Section 5.22(c) of
the Credit Agreement: "other than (i) if such Subject Assets Transferee is a
Subsidiary, Debt permitted to be incurred under Section 5.10(g) and (ii) if such
Subject Assets Transferee is not a Subsidiary, Debt in an aggregate principal
amount not to exceed (x) $50,000,000 less (y) the aggregate outstanding
principal amount of Debt of Subsidiaries permitted solely by clause (g) of
Section 5.10
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at such time less (z) the aggregate outstanding principal amount of Debt secured
by Liens permitted solely by clause (j) of Section 5.09 at such time".
Section 11. Changes in Pricing. The Pricing Schedule is amended in its
entirety and replaced by the Pricing Schedule attached hereto.
Section 12. Term Loan-E Lenders. Promptly after the date hereof, the
Arranger and the Syndication Agent intend to organize a syndicate of banks and
other financial institutions to provide a new tranche of term loans to the
Borrower under the Credit Agreement, such lenders to be the "Term Loan-E
Lenders" and such loans to be the "Term Loans-E", in each case contemplated by
the Credit Agreement as amended and restated hereby; provided that the aggregate
amount of commitments to provide such loans shall not exceed $2,750,000,000
minus the gross cash proceeds to be received by the Borrower on the Amendment 2
Effective Date from the issuance and sale of New Senior Notes (as defined in the
Credit Agreement as amended and restated hereby). If any such financial
institutions approved by the Borrower agree to commit to provide such loans and
the Borrower, the Syndication Agent, the Arranger and such financial
institutions agree on the pricing of such loans then, prior to the Amendment 2
Effective Date, the Administrative Agent shall distribute to the Borrower and to
each such financial institution a schedule (the "Term Loan-E Commitment
Schedule") setting forth the name of each such financial institution, the amount
of the commitment of such financial institution to make such loans, the final
maturity date of such loans, and the principal amount of each amortization
payment with respect to such loans to be made by the Borrower (expressed as a
dollar amount) and the date thereof (calculated as set forth in Section
2.04(h)(i) of the Credit Agreement as amended and restated hereby) and the
Borrower and each such financial institution shall execute an instrument in form
and substance satisfactory to the Administrative Agent pursuant to which the
Borrower and each such financial institution shall acknowledge acceptance of
such schedule and the terms set forth therein. On the Amendment 2 Effective
Date, each financial institution identified on the Term Loan-E Commitment
Schedule shall become a "Term Loan-E Lender" under the Credit Agreement with a
Term Loan-E Commitment as set forth on such Schedule opposite such financial
institution's name, and shall have all the rights, and be subject to all of the
obligations, of a "Term Loan-E Lender" under the Credit Agreement as amended and
restated hereby and the other Loan Documents.
Section 13. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
8
Section 14. Counterparts. This Amendment and Restatement 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 15. Effectiveness. This Amendment and Restatement shall become
effective on the first date (the "Amendment 2 Effective Date") on which all the
following conditions have been satisfied:
(a) receipt by the Administrative Agent of 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, receipt by the
Administrative Agent in form satisfactory to it of telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof by
such party);
(b) receipt by the Administrative Agent of (x) an opinion (addressed to
the Agents and the Lenders) of Xxxxx & Xxxxx L.L.P., special counsel for the
Obligors, substantially to the effect of Exhibit E to the Credit Agreement with
reference to the Loan Documents after giving effect to this Amendment and
Restatement and (y) an opinion (addressed to the Agents and the Lenders) of
Xxxxxx X. Xxxxxxxxx, General Counsel of the Borrower, substantially to the
effect of Exhibit F to the Credit Agreement with reference to the Loan Documents
after giving effect to this Amendment and Restatement, each dated the Amendment
2 Effective Date and each covering such additional matters relating to the
transactions contemplated hereby as the Required Lenders may reasonably request;
(c) receipt by the Administrative Agent of an opinion (addressed to the
Agents and the Lenders) of Xxxxx Xxxx & Xxxxxxxx, special counsel for the
Agents, substantially to the effect of Exhibit G to the Credit Agreement with
reference to the Loan Documents after giving effect to this Amendment, dated the
Amendment 2 Effective Date and covering such additional matters relating to the
transactions contemplated hereby as the Required Lenders may reasonably request;
(d) receipt by each of the Agents, the Arranger and the Co-Arrangers of
payment of all 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 2 Effective Date in connection with the Loan Documents;
9
(e) the fact that all conditions to effectiveness of Amendment No. 1 to
the Credit Agreement dated as of April 1, 1999 ("Amendment No. 1") shall have
been satisfied;
(f) receipt by the Administrative Agent, for the account of each Term
Loan-E Lender that has so requested at least 2 Domestic Business Days prior to
the Amendment 2 Effective Date, of a Note duly executed by the Borrower and
payable to the order of such Term Loan-E Lender and evidencing the Borrower's
obligations to repay the Term Loans-E made by such Term Loan-E Lender;
(g) receipt by the Administrative Agent of a duly executed Notice of
Borrowing with respect to a Borrowing of Term-E Loans to be made on the
Amendment 2 Effective Date in an aggregate principal amount equal to the
aggregate amount of the Term Loan-E Commitments (as set forth on the Term Loan-E
Commitment Schedule);
(h) receipt by the Administrative Agent of all documents it may reasonably
request relating to the existence of each Obligor, the corporate authority for
the Loan Documents, and any other matters relevant hereto, all in form and
substance satisfactory to such Agent in its sole good faith discretion;
(i) receipt by the Administrative Agent of evidence satisfactory to it
that the Borrower shall have consummated (i) an issuance of common stock of the
Borrower pursuant to an Equity Issuance for gross cash proceeds (i.e., total
cash proceeds before underwriting discounts and commissions and expenses of
issuance) of not less than $350,000,000; (ii) an issuance of New Senior
Subordinated Notes pursuant to a Debt Incurrence for gross cash proceeds of not
less than $500,000,000; and (iii) an issuance of New Senior Notes (as defined in
the Credit Agreement as amended and restated hereby) pursuant to a Debt
Incurrence for gross cash proceeds of not less than the difference between
$1,000,000,000 and the gross cash proceeds of the issuance of New Senior
Subordinated Notes contemplated by clause (ii); and
(j) receipt by the Administrative Agent of evidence satisfactory to it
that the Borrower shall apply all of the proceeds of the Term Loans-E to be made
on the Amendment 2 Effective Date and of the Equity Issuances and the Debt
Incurrences described in clause (i) to repay the Term Loans-C and the Term
Loans-D, in the order specified in Section 2.04(e) of the Credit Agreement,
together with accrued and unpaid interest thereon and any amount payable under
Section 2.11 of the Credit Agreement in connection with such repayment.
10
Promptly after the Amendment 2 Effective Date occurs, the Administrative Agent
shall notify the Borrower, the other Agents and the Lenders thereof, and such
notice shall be conclusive and binding on all parties hereto.
Section 16. Certain Changes to Amendment No. 1. The parties hereto agree
that (i) the Pricing Schedule attached to Amendment No. 1 is deleted and
substituted in its entirety with the Pricing Schedule attached hereto, (ii) the
conditions to effectiveness set forth in Section 26(i) of Amendment No. 1 shall
be satisfied if the Borrower shall have satisfied the condition set forth in
Section 15(i) of this Amendment and Restatement and (iii) in addition to the
conditions to effectiveness set forth in Section 26 thereof, it shall be a
condition precedent to the effectiveness of Amendment No.1 that the
Administrative Agent shall have received evidence satisfactory to it that this
Amendment and Restatement shall become effective simultaneously with Amendment
No.1 becoming effective.
Section 17. Consent to Amendments to Collateral Documents. Each Lender
party hereto consents to the execution and delivery by the Administrative Agent
of such amendments to the Collateral Documents as shall be necessary or
desirable to order to permit any New Senior Notes (as defined in the Credit
Agreement as amended and restated hereby) to be secured by the Collateral as
contemplated by clause (iii) of the definition thereof.
Section 18. Effect of Amendment and Restatement. Except as expressly
amended by this Amendment and Restatement, the provisions of the Credit
Agreement remain in full force and effect. The parties hereto agree that the
Credit Agreement shall be restated in its entirety to read as set forth in the
Credit Agreement with the amendments specified herein and hereby reaffirm the
Credit Agreement as so amended and restated without the necessity of attaching a
full copy of the Credit Agreement as so amended and restated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LYONDELL CHEMICAL COMPANY
By:
----------------------------------------------
Title: Vice President, Finance & Treasurer
Address: 0000 XxXxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
12
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent and as Lender
By:
---------------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC., as
Syndication Agent and as Lender
By:
---------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Documentation Agent and as Lender
By:
---------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Documentation Agent
By:
---------------------------------
Name:
Title:
13
CITIBANK, N.A., as Documentation
Agent and as Lender
By:
---------------------------------
Name:
Title:
NATIONSBANK, N.A., as
Documentation Agent and as Lender
By:
---------------------------------
Name:
Title:
CHASE BANK OF TEXAS
NATIONAL ASSOCIATION
By:
---------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
14
ALLSTATE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
ARCHIMEDES FUNDING, LLC
By:
---------------------------------
Name:
Title:
BANK OF MONTREAL
By:
---------------------------------
Name:
Title:
00
XXX XXXX XX XXX XXXX
By:
---------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
---------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI LTD.,
HOUSTON AGENCY
By:
---------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
---------------------------------
Name:
Title:
16
BANQUE NATIONALE DE PARIS
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
BARCLAYS BANK PLC
By:
---------------------------------
Name:
Title:
BAYERISCHE HYPO-UND
VEREINSBANK AG
NEW YORK BRANCH
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
17
BHF - BANK AKTIENGESELLSCHAFT
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
CIBC INC.
By:
---------------------------------
Name:
Title:
MONUMENTAL LIFE INSURANCE COMPANY,
successor by merger to
Commonwealth Life Insurance co.
By:
---------------------------------
Name:
Title:
18
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
---------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
19
CRESCENT / MACH I PARTNERS LP
By: TCW Asset Management Company, its
investment manager
By:
---------------------------------
Name:
Title:
CYPRESS TREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
---------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
---------------------------------
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:
---------------------------------
Name:
Title:
20
DEBT STRATEGIES FUND, INC.
By:
---------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By: Xxxxx Xxxxx Management, as investment
advisor
By:
---------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
---------------------------------
Name:
Title:
21
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management, Inc., as attorney-in-fact
By:
---------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:
---------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By:
---------------------------------
Name:
Title:
GCB INVESTMENTS PORTFOLIO
By: Citibank, N.A., as manager
By:
---------------------------------
Name:
Title:
22
ING HIGH INCOME PRINCIPAL PRESERVATION
FUND HOLDINGS, LDC
By: ING Capital Advisors LLC, as investment
advisor
By:
---------------------------------
Name:
Title:
KZH III LLC
By:
---------------------------------
Name:
Title:
KZH IV LLC
By:
---------------------------------
Name:
Title:
KZH CNC LLC
By:
---------------------------------
Name:
Title:
23
KZH-CYPRESSTREE-1 LLC
By:
---------------------------------
Name:
Title:
KZH ING-2 LLC
By:
---------------------------------
Name:
Title:
KZH SOLEIL-2 LLC
By:
---------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
24
MASSMUTUAL HIGH YIELDPARTNERS II, LLC
By: HYP Management, Inc. as managing member
By:
---------------------------------
Name:
Title:
MEDICAL LIABILITY MUTUAL INSURANCE COMPANY
By: Invesco Senior Secured Management, Inc., as
investment manager
By:
---------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By:
---------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
25
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, L.L.C., as its
investment advisor
By:
---------------------------------
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
---------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited, its agent
By: Greenwich Capital Markets, Inc., its agent
By:
---------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
26
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Insurance Company
By:
---------------------------------
Name:
Title:
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as manager
By:
---------------------------------
Name:
Title:
ORIX USA CORPORATION
By:
---------------------------------
Name:
Title:
OSPREY INVESTMENTS PORTFOLIO
By: Citibank, N.A., as manager
By:
---------------------------------
Name:
Title:
27
PRIMERICA LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By:
---------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By:
---------------------------------
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO INC.
By:
---------------------------------
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
---------------------------------
Name:
Title:
28
XXXXX XXX & FARNHAM INCORPORATED, as
agent for Keyport Life Insurance Company
By:
---------------------------------
Name:
Title:
STRONG CAPITAL MANAGEMENT
By:
---------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
---------------------------------
Name:
Title:
THE TOKAI BANK, LIMITED, NEW YORK
BRANCH
By:
---------------------------------
Name:
Title:
29
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
By:
--------------------------------
Name:
Title:
THE TRAVELERS INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: Invesco Senior Secured Management, Inc., as
portfolio advisor
By:
--------------------------------
Name:
Title:
30
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company, its investment
advisor
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL
By:
--------------------------------
Name:
Title:
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its collateral manager
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
00
XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX, XXX XXXX BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
32
AERIES FINANCE LTD.
By:
--------------------------------
Name:
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., as Investment
Advisor
By:
--------------------------------
Name:
Title:
AMARA-1 FINANCE LTD.
By:
--------------------------------
Name:
Title:
ARAB AMERICAN BANK
By:
--------------------------------
Name:
Title:
ARAB BANK PLC
By:
--------------------------------
Name:
Title:
33
ARCHIMEDES FUNDING II, LTD
By: ING Capital Advisors, LLC., as collateral
manager
By:
--------------------------------
Name:
Title:
BALANCED HIGH YIELD FUND II
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA,
NASSAU BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
34
BANK LEUMI USA
By:
--------------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. PEKAO S.A. GROUP,
NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By:
--------------------------------
Name:
Title:
XXXXXXXXX PARK, CBO I
By: General Re-New England Asset
Management Inc., as collateral manager
By:
--------------------------------
Name:
Title:
35
BEAR XXXXXXX INVESTMENT PRODUCTS INC.
By:
--------------------------------
Name:
Title:
BELLSOUTH DOMESTIC BOND
(ACCT 26)
By: Pacific Investment Management
Company, as its investment advisor,
acting through State Street Bank & Trust Co.
in the nominee name of Marine Crew & Co.
By:
--------------------------------
Name:
Title:
BELLSOUTH GLOBAL BOND (ACCT 826)
By: Pacific Investment Management
Company, as its investment advisor,
acting through State Street Bank & Trust Co.
in the nominee name of Marine Crew & Co.
By:
--------------------------------
Name:
Title:
36
CAPTIVA FINANCE LTD.
By:
--------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By:
--------------------------------
Name:
Title:
CAPTIVA III FINANCE, LTD., as advised by Pacific
Investment Management Company
By:
--------------------------------
Name:
Title:
CARAVELLE INVESTMENT FUND, L.L.C.
By:
--------------------------------
Name:
Title:
CARILLON HOLDING, LIMITED
By:
--------------------------------
Name:
Title:
37
CERES FINANCE LTD.
By:
--------------------------------
Name:
Title:
CHANCELLOR/TRITON CBO, LIMITED
By: Invesco Senior Secured Management, Inc.,
as collateral manager
By:
--------------------------------
Name:
Title:
XXXXX XXX COMMERCIAL BANK LTD., NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
XXXXX XXXX BANK CO., LTD. NEW YORK AGENCY
By:
--------------------------------
Name:
Title:
38
CHINATRUST BANK (U.S.A.)
By:
--------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management Company, as
its investment advisor
By:
--------------------------------
Name:
Title:
ELC (CAYMAN) LTD.
By:
--------------------------------
Name:
Title:
FC CBO LIMITED
By:
--------------------------------
Name:
Title:
39
FC CBO II LIMITED
By:
--------------------------------
Name:
Title:
FIRST COMMERCIAL BANK
By:
--------------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By:
--------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
--------------------------------
Name:
Title:
40
GALAXY CLO 1999-1, LTD.
By: SAI Investment Adviser, Inc., its collateral
manager
By:
--------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:
--------------------------------
Name:
Title:
GUARANTY FEDERAL BANK, F.S.B.
By:
--------------------------------
Name:
Title:
41
GULF INTERNATIONAL BANK B.S.C.
By:
--------------------------------
Name:
Title:
IKB DEUTSCHE INDUSTRIEBANK AG
LUXEMBOURG BRANCH
By:
--------------------------------
Name:
Title:
IMPERIAL BANK
By:
--------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital Luxembourg, as
collateral manager
By:
--------------------------------
Name:
Title:
42
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital Luxembourg
By:
--------------------------------
Name:
Title:
ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P.
By: ING Capital Advisors, LLC, as investment
advisor
By:
--------------------------------
Name:
Title:
INTEGRITY LIFE INSURANCE
By:
--------------------------------
Name:
Title:
KBC BANK
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
00
XXX XXXXXXXX-0 LLC
By:
--------------------------------
Name:
Title:
KZH CRESCENT LLC
By:
--------------------------------
Name:
Title:
KZH CRESCENT-2 LLC
By:
--------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By:
--------------------------------
Name:
Title:
KZH STERLING LLC
By:
--------------------------------
Name:
Title:
44
KZH ING-3 LLC
By:
--------------------------------
Name:
Title:
KZH PAMCO LLC
By:
--------------------------------
Name:
Title:
KZH XXXXXXXX LLC
By:
--------------------------------
Name:
Title:
XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
investment advisor
By:
--------------------------------
Name:
Title:
45
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: INCOME
STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
investment advisor
By:
--------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
investment advisor
By:
--------------------------------
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By:
--------------------------------
Name:
Title:
46
MITSUBISHI TRUST AND BANKING CORPORATION
By:
--------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management, L.P. as
collateral manager
By:
--------------------------------
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By:
--------------------------------
Name:
Title:
MOUNTAIN CAPITAL CLO I, LTD.
By:
--------------------------------
Name:
Title:
47
MONY LIFE INSURANCE COMPANY, as successor by operation
of law to The Mutual Life Insurance Company of New York
By:
--------------------------------
Name:
Title:
NORSE CBO, LTD.
By: Xxxxxxxx Capital Management, Llc as its
investment advisor
By: Xxxxxxxx Capital Advisors, LLC
its manager and pursuant to delegated authority
By:
--------------------------------
Name:
Title:
NORTHWOODS CAPITAL, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P., as collateral
manager
By:
--------------------------------
Name:
Title:
48
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-I, LTD.
By:
--------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as investment
advisor
By:
--------------------------------
Name:
Title:
PACIFICA PARTNERS 1, L.P.,
By: Imperial Credit Asset Management, as its
investment manager
By:
--------------------------------
Name:
Title:
XXX CAPITAL FUNDING LP
By: Highland Capital Management, L.P. as
collateral manager
By:
--------------------------------
Name:
Title:
49
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P. as
collateral manager
By:
--------------------------------
Name:
Title:
MONUMENTAL LIFE INSURANCE COMPANY, successor by merger
to Peoples Security Life Insurance Company
By:
--------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc., as its investment
manager
By:
--------------------------------
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc. as its
investment manager
By:
--------------------------------
Name:
Title:
50
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc., as its
investment advisor
By:
--------------------------------
Name:
Title:
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: Pilgrim America Investments, Inc. as its
investment manager
By:
--------------------------------
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: Pilgrim America Investments, Inc.
as its investment manager
By:
--------------------------------
Name:
Title:
51
ATHENA CDO, LIMITED
By: Pacific Investment Management Company as
its investment advisor
By:
--------------------------------
Name:
Title:
PIMCO HIGH YIELD FUND (ACCT 705)
By: Pacific Investment Management Company, as
its investment advisor acting through investors
fiduciary trust company in the nominee name of
IFTCO
By:
--------------------------------
Name:
Title:
ILLINOIS TEACHERS RETIREMENT SYSTEM (ACCT 59)
By: Pacific Investment Management Company as
investment advisor, acting through Northern
Trust Company in the nominee name of How & Co.
By:
--------------------------------
Name:
Title:
52
SAMARITAN HEALTH SYSTEM
By: Pacific Investment Management Company as
its investment advisor, acting through Bankers
Trust Company in the nominee name of Pitt & Co.
By:
--------------------------------
Name:
Title:
STOCKSPLUS LP SUBFUND A (ACCT 401),
By: Pacific Investment Management Company as
investment advisor, acting through Investors
Fiduciary Trust Company in the nominee
name of IFTCO
By:
--------------------------------
Name:
Title:
PIMCO TOTAL RETURN FUND (ACCT 700)
By: Pacific Investment Management Company, as
investment advisor, acting through Investors
Fiduciary Trust Company in the nominee name
of IFTCO
By:
--------------------------------
Name:
Title:
53
WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST FUND U
INVESTMENTS (ACCT 420)
By: Pacific Investment Management Company, as
its investment advisor, acting through the
Chase Manhattan Bank in the nominee name of
Xxxxxx & Co.
By:
--------------------------------
Name:
Title:
PNC BANK, N. A.
By:
--------------------------------
Name:
Title:
PROVIDENT CBO I, LIMITED
By: Provident Investment Management, LLC
By:
--------------------------------
Name:
Title:
XXXXXX ASSET ALLOCATION FUNDS - BALANCED PORTFOLIO
By:
--------------------------------
Name:
Title:
54
XXXXXX DIVERSIFIED INCOME TRUST
By:
--------------------------------
Name:
Title:
XXXXXX FUNDS TRUST - XXXXXX HIGH YIELD TRUST II
By:
--------------------------------
Name:
Title:
XXXXXX HIGH YIELD ADVANTAGE FUND
By:
--------------------------------
Name:
Title:
XXXXXX HIGH YIELD TRUST
By:
--------------------------------
Name:
Title:
XXXXXX MASTER INTERMEDIATE INCOME TRUST
By:
--------------------------------
Name:
Title:
55
XXXXXX PREMIER INCOME TRUST
By:
--------------------------------
Name:
Title:
XXXXXX VARIABLE TRUST - PVT HIGH YIELD FUND
By:
--------------------------------
Name:
Title:
XXXXXX VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND
By:
--------------------------------
Name:
Title:
REPUBLIC NATIONAL BANK OF NEW YORK
By:
--------------------------------
Name:
Title:
56
ROYALTON COMPANY
By: Pacific Investment Management Company, as
its investment advisor
By:
--------------------------------
Name:
Title:
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By:
--------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
investment advisor
By:
--------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST,
By: Xxxxx Xxxxx Management, as investment
advisor
By:
--------------------------------
Name:
Title:
57
XXXXXX CDO, LIMITED
By:
--------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By:
--------------------------------
Name:
Title:
SRF TRADING, INC.
By:
--------------------------------
Name:
Title:
SRV-HIGHLAND, INC.
By:
--------------------------------
Name:
Title:
00
XXXXX XXXXXX BANK AND TRUST COMPANY,
as trustee for General Motors Cash Management
Master Trust
By:
--------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY, as trustee for
General Motors Welfare Benefits Trust
By:
--------------------------------
Name:
Title:
STRATA FUNDING LTD.
By:
--------------------------------
Name:
Title:
STRONG ADVANTAGE FUND, INC.
By:
--------------------------------
Name:
Title:
00
XXX XXXXX XXXX, XXXXXXX
By:
--------------------------------
Name:
Title:
TAIPEI BANK, NEW YORK AGENCY
By:
--------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
--------------------------------
Name:
Title:
THE TOYO TRUST & BANKING CO., LTD.
By:
--------------------------------
Name:
Title:
60
TRAVELERS CORPORATE LOAN FUND, INC.,
By: Travelers Asset Management International
Corporation
By:
--------------------------------
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management, Inc., as collateral
manager
By:
--------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By:
--------------------------------
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By:
--------------------------------
Name:
Title:
61
XXX XXXXXX SENIOR FLOATING RATE FUND
By:
--------------------------------
Name:
Title:
62
X.X. XXXXXX INVESTMENT MANAGEMENT INC., as Investment
Manager for the Ensign Peak Advisors, Inc. Saint Gems
By:
--------------------------------
Name:
Title:
X.X. XXXXXX INVESTMENT MANAGEMENT INC., as Investment
Manager for Ford Motor Company Cash State Street Bank -
Custodian
By:
--------------------------------
Name:
Title:
X.X. XXXXXX INVESTMENT MANAGEMENT INC., as Investment
Manager for the Interpayment Service Limited/Xxxxxx
Xxxx Bank of New York (Brussels) Custodian
By:
--------------------------------
Name:
Title:
63
X.X. XXXXXX INVESTMENT MANAGEMENT INC., as Investment
Manager for the Interpayment Service Limited/Xxxxxx
Xxxx Corporate Cash - Domestic Bank of New York
Custodian
By:
--------------------------------
Name:
Title:
X.X. XXXXXX INVESTMENT MANAGEMENT INC., as Investment
Manager for the JPM US Global Strategic Income Fund
(Special Situation Portfolio) Chase Luxembourg
Custodian
By:
--------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Investment Manager for the Apple IV-High Yield-State
Street Bank & Trust Company London-Master Custodian
By:
--------------------------------
Name:
Title:
64
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Trustee
for the Commingled Pension Trust Fund
By:
--------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Investment Manager for the Global Strategic Income
Portfolio (Special Situation Portfolio) State Street
Bank & Trust
By:
--------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Advisor
of XX Xxxxxx High Yield Fund, LLC
By:
--------------------------------
Name:
Title:
65
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Trustee
for the MGT High Yield Bond Fund
By:
--------------------------------
Name:
Title:
66
