Exhibit 10.1
THIRD AMENDMENT dated as of March 28, 2002 (this
"Amendment"), among KANSAS CITY SOUTHERN INDUSTRIES,
INC.("Holdings"), THE KANSAS CITY SOUTHERN RAILWAY COMPANY
(the "Borrower"), the LENDERS party hereto and JPMORGAN CHASE
BANK (formerly The Chase Manhattan Bank), as administrative
agent (in such capacity, the "Agent"), collateral agent,
issuing bank and swingline lender.
A. Reference is made to the Credit Agreement dated as of January 11,
2000, as amended by the First Amendment dated as of June 30, 2000, and the
Second Amendment dated as of May 10, 2001 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Holdings, the
Borrower, the Lenders party thereto and the Agent, as administrative agent,
collateral agent, issuing bank and swingline lender. Capitalized terms used but
not otherwise defined herein have the meanings assigned to them in the Credit
Agreement.
B. The Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement. The Required Lenders are willing to agree to
such amendments on the terms and subject to the conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Section 6.14 of the Credit Agreement.
Section 6.14 of the Credit Agreement is hereby amended by deleting the table set
forth therein and substituting therefor the following:
Period Ratio
------ -----
January 1, 2002 to March 31, 2002 6.25 : 1.00
April 1, 2002 to June 29, 2002 5.50 : 1.00
June 30, 2002 to December 31, 2002 4.75 : 1.00
January 1, 2003 to December 31, 4.25 : 1.00
January 1, 2004 to December 31, 3.75 : 1.00
January 1, 2005 and thereafter 3.50 : 1.00
SECTION 2. Representations, Warranties and Agreements. Each of
Holdings and the Borrower hereby represents and warrants to and agrees with each
Lender and the Agent that:
(a) The representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects with
the same effect as if made on the Amendment Effective Date, except to the
extent such representations and warranties expressly relate to an earlier
date.
(b) Each of Holdings and the Borrower has the requisite power and
authority to execute, deliver and perform its obligations under this
Amendment and to perform its obligations under the Credit Agreement as
amended by this Amendment.
(c) The execution, delivery and performance by each of Holdings and
the Borrower of this Amendment and the performance by each of Holdings and
the Borrower of the Credit Agreement, as amended by this Amendment, (i)
have been duly authorized by all requisite action and (ii) will not (A)
violate (x) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents
or by-laws of Holdings or the Borrower or any Subsidiary, (y) any order of
any Governmental Authority or (z) any provision of any indenture,
agreement or other instrument to which Holdings or the Borrower or any
Subsidiary is a party or by which any of them or any of their property is
or may be bound, (B) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under
any such indenture, agreement for borrowed money or other agreement or
instrument or (C) result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by
Holdings or the Borrower.
(d) This Amendment has been duly executed and delivered by Holdings
and the Borrower. Each of this Amendment and the Credit Agreement, as
amended by this Amendment, constitutes a legal, valid and binding
obligation of each of Holdings and the Borrower, enforceable against the
Borrower in accordance with its terms, except as enforceability may be
limited by (i) any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and (ii) general principles of equity.
(e) As of the Amendment Effective Date, no Event of Default or
Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date of the satisfaction in full of the following conditions
precedent (the "Amendment Effective Date"):
(a) The Agent shall have received the Amendment Fee (as defined
below).
(b) The Agent shall have received duly executed counterparts hereof
which, when taken together, bear the authorized signatures of Holdings,
the Borrower, the Agent and the Required Lenders.
(c) All legal matters incident to this Amendment shall be
satisfactory to the Required Lenders, the Agent and Cravath, Swaine &
Moore, counsel for the Agent.
(d) The Agent shall have received such other documents, instruments
and certificates as it or its counsel shall reasonably request.
SECTION 4. Amendment Fee. Holdings and the Borrower agree, jointly
and severally, to pay to each Lender that executes and delivers a copy of this
Amendment to the Administrative Agent (or its counsel) at or prior to 12:00
p.m., New York City time, on March 28, 2002, an amendment fee (the "Amendment
Fee") in an amount equal to .03% of the sum of such Lender's Revolving
Commitment (whether used or unused) and outstanding Term Loans, in each case as
of the Amendment Effective Date. The Amendment Fee shall be payable in
immediately available funds on the Amendment Effective Date. Once paid, the
Amendment Fee shall not be refundable.
SECTION 5. Credit Agreement. Except as specifically stated herein,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as modified hereby.
SECTION 6. Applicable 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 executed in any
number of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 8. Expenses. The Borrower agrees to reimburse the Agent for
its out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel
for the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
by /s/ Paul J. Weyandt
----------------------------------
Name: Paul J. Weyandt
Title:Vice President and Treasurer
THE KANSAS CITY SOUTHERN RAILWAY COMPANY,
by /s/ Paul J. Weyandt
----------------------------------
Name: Paul J. Weyandt
Title:Vice President and Treasurer
JPMORGAN CHASE MANHATTAN BANK, individually and
as Administrative Agent, Issuing Bank and
Swingline Lender,
by /s/ Julie S. Long
------------------------------------
Name: Julie S. Long
Title: Vice President
Acknowledged:
KANSAS CITY SOUTHERN INDUSTRIES, INC.
by /s/ Paul J. Weyandt
----------------------------------
Name: Paul J. Weyandt
Title:Vice President and Treasurer
CAYMEX TRANSPORTATION, INC.,
by
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
GATEWAY EASTERN RAILWAY COMPANY,
by /s/ Paul J. Weyandt
----------------------------------
Name: Paul J. Weyandt
Title:Vice President and Treasurer
PABTEX GP, LLC
by SOUTHERN INDUSTRIAL SERVICES, INC.,
its sole member
by /s/ Louis G. Van Horn
----------------------------------
Name: Louis G. Van Horn
Title:Vice President and Comptroller
PABTEX, LP
by PABTEX GP, LLC
by SOUTHERN INDUSTRIAL SERVICES, INC.,
its sole member
by /s/ Louis G. Van Horn
----------------------------------
Name: Louis G. Van Horn
Title:Vice President and Comptroller
SIS BULK HOLDING, INC.
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
SCC HOLDINGS, INC.,
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
MID-SOUTH MICROWAVE, INC.,
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
RICE-CARDEN CORPORATION,
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
SOUTHERN DEVELOPMENT COMPANY,
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
SOUTHERN INDUSTRIAL SERVICES, INC.,
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
TRANS-SERVE, INC.,
by /s/ Robert H. Berry
----------------------------------
Name: Robert H. Berry
Title:Senior Vice President and Chief Financial Officer
VEALS, INC.,
by /s/ Louis G. Van Horn
----------------------------------
Name: Louis G. Van Horn
Title:Vice President and Comptroller
Kansas City Northern Railway,
by /s/ Louis G. Van Horn
----------------------------------
Name: Louis G. Van Horn
Title:Vice President and Comptroller
SIGNATURE PAGE TO
THIRD AMENDMENT
DATED AS OF MARCH 28, 2002
TO KANSAS CITY SOUTHERN
INDUSTRIES, INC. AND THE KANSAS
CITY SOUTHERN RAILWAY COMPANY
CREDIT AGREEMENT
To approve Third Amendment
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Managment, Inc.
as Sub-Managing Agent
by
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AVALON CAPITAL LTD.
by: INVESCO Senior Secured Managment, Inc.
as Portfolio Advisor
By
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
by: INVESCO Senior Secured Managment, Inc.
as Portfolio Advisor
By
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
CERES II FINANCE LTD.
by: INVESCO Senior Secured Managment, Inc.
as Sub-Managing Agent
By
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
by INVESCO Senior Secured Management, Inc.
as Investment Advisor
by
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
INVESCO CBO 2000-1 LTD
By: INVESCO Senior Secured Management, Inc.
as its Portfolio Advisor
by
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
Triton CDO IV, Limited
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
by
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
as its Collateral Manager
by
/s/ Gregory Stoeckle
----------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AIMCO CDO, SERIES 2000-A
by
/s/ Jerry D. Zinkula
----------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
by
/s/Chris Goergen
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
by
/s/ Jerry D. Zinkula
----------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
by
/s/Chris Goergen
Title: Authorized Signatory
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
by
/s/ David P. Meyer
----------------------------------
Name: David P. Meyer
Title: Vice President
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
by
/s/ Steven Gorski
----------------------------------
Name: Steven Gorski
Title: Vice President & Senior Credit Analyst
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
by
/s/ Steven Gorski
----------------------------------
Name: Steven Gorski
Title: Vice President & Senior Credit Analyst
Alliance Capital Management L.P., as
Manager on behalf of ALLIANCE CAPITAL
FUNDING, L.L.C. as Assignee
By:
/s/ Nantha Suppiah
----------------------------------
Name: Nantha Suppiah
Title: Assistant Vice President
Monument Capital Ltd., as Assignee
by: Alliance Capital Management L.P., as
Investment Manager
By: Alliance Capital Management Corporation,
as General Partner
By:
/s/ Nantha Suppiah
----------------------------------
Name: Nantha Suppiah
Title: Assistant 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/ Nantha Suppiah
----------------------------------
Name: Nantha Suppiah
Title: Assistant Vice President
THE BANK OF NEW YORK
by
/s/ John-Paul Marrotta
----------------------------------
Name: John-Paul Marrotta
Title: Vice President
THE BANK OF NOVA SCOTIA
by
/s/ N. Bell
----------------------------------
Name: N. Bell
Title: Assistant Agent
THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY
by
/s/ M.R. MARKE
----------------------------------
Name: M.R. MARKE
Title: Vice President & Mgr
BANK ONE, N.A.
by
/s/ Christopher C. Cavaigni
----------------------------------
Name: Christopher C. Cavaigni
Title: Director
CAPTIVA FINANCE LTD.
by
/s/ David Dyer
----------------------------------
Name: David Dyer
Title: Director
CENTURION CDO II, LTD.
By: American Express Asset Management
Group, Inc. as Collateral Manaer
by
/s/ Steven B. Staver
----------------------------------
Name: Steven B. Staver
Title: Managing Director
THE CIT GROUP/EQUIPMENT FINANCING
by
/s/ Katie J. Saunders
----------------------------------
Name: Katie J. Saunders
Title: Sr. Credit Analyst
Citicorp Life Insurance Company
by
/s/ John Petchler
----------------------------------
Name: John Petchler
Title: Vice President
DIAMOND LEASE (U.S.A.), INC.
by
/s/ Jeffrey H. Fishman
----------------------------------
Name: Jeffrey H. Fishman
Title: VP, Credit Administration
ELF FUNDING TRUST III
by New York Life Investment Management, LLC,
as attorney-in-fact
by
/s/ F. David Melka
----------------------------------
Name: F. David Melka
Title: Vice President
by
/s/ Robert H. Dial
----------------------------------
Name: Robert H. Dial
Title: Vice President
Fidelity Advisor Series II:
Fidelity Advisor Floating Rate High Income Fund
by
/s/ John H. Costello
----------------------------------
Name: John H. Costello
Title: Assistant Treasurer
First Citicorp Life Insurance Company
by
/s/ John Petchler
----------------------------------
Name: John Petchler
Title: President
FIRST UNION NATIONAL BANK
by
/s/ Timothy Morrison
----------------------------------
Name: Timothy Morrison
Title: Assistant Vice President
Fleet National Bank
by
/s/ Michael J. Blake
----------------------------------
Name: Michael J. Blake
Title: Managing Director
Franklin CLO I, Limited
by
/s/ Richard D'Addario
----------------------------------
Name: Richard D'Addario
Title: Vice President
Franklin CLO II, Limited
by
/s/ Richard D'Addario
----------------------------------
Name: Richard D'Addario
Title: Vice President
Franklin Floating Rate Master Series
by
/s/ Richard D'Addario
----------------------------------
Name: Richard D'Addario
Title: Vice President
GALAXY CLO 1999-1 LTD.
by
/s/ Signature Unrecognizable
----------------------------------
Name: Signature Unrecognizable
Title: Authorized Representative
GE Capital Corp.
by
/s/ R.T. Sturgeon
----------------------------------
Name: R.T. Sturgeon
Title: Manager-Operations
Grayston CLO 2001-01 LTD
by Bear Stearns Asset Management Inc.
as its Collateral Manager
by
/s/ Niall D. Rosenzweig
----------------------------------
Name: Niall D. Rosenzweige
Title: Associate Director
HARBOURVIEW CDO II, LTD.
by
/s/ Bill Campbell
----------------------------------
Name: Bill Campbell
Title: Manager
HARBOURVIEW CLO IV, LTD.
by
/s/ Bill Campbell
----------------------------------
Name: Bill Campbell
Title: Manager
INTERNATIONAL COMMERCIAL BANK OF CHINA
by
/s/ Kwei-Lin Ho
----------------------------------
Name: Kwei-Lin Ho
Title: VP & General Manager
JUPITER FUNDING TRUST
by
/s/ Ann E. Morris
----------------------------------
Name: Ann E. Morris
Title: Authorized Agent
KZH CNC LLC
by
/s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH CYPRESS TREE-1 LLC
by
/s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH PONDVIEW LLC
by
/s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH RIVERSIDE LLC
by
/s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH SOLEIL-2 LLC
by
/s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH STERLING LLC
by
/s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
KZH WATERSIDE LLC
by
/s/ Susan Lee
----------------------------------
Name: Susan Lee
Title: Authorized Agent
LASALLE BANK NATIONAL ASSOCIATION
by
/s/ Robert W. Hart
----------------------------------
Name: Robert W. Hart
Title: First Vice President
LIBERTY-STEIN ROE ADVISOR FLOATING
RATE ADVANTAGE FUND
By: Stein Roe & Farnham Incorporated,
as Advisor
by
/s/ James R. Fellows
----------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
Longhorn CDO (Cayman) LTD
By: Merrill Lynch Investment Advisors, L.P.
as Investment Advisor
by
/s/ C.J. Baldoni
----------------------------------
Name: C.J. Baldoni
Title: Authorized Signatory
Longhorn CDO II, LTD
By: Merrill Lynch Investment Advisors, L.P.
as Investment Advisor
by
/s/ C.J. Baldoni
----------------------------------
Name: C.J. Baldoni
Title: Authorized Signatory
MAPLEWOOD (CAYMAN) LIMITED
By: Massachusetts Mutual Life Insurance Company,
as Investment Manager
by
/s/ Steven J. Katz
----------------------------------
Name: Steven J. Katz
Title: Second Vice President and Associate
General Council
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
by
/s/ Steven J. Katz
----------------------------------
Name: Steven J. Katz
Title: Second Vice President and Associate
General Council
Master Senior Floating Rate Trust
by
/s/ C.J. Baldoni
----------------------------------
Name: C.J. Baldoni
Title: Authorized Signatory
Merrill Lynch Senior Floating Rate Fund, Inc.
by
/s/ C.J. Baldoni
----------------------------------
Name: C.J. Baldoni
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
by
/s/ James R. Dingler
----------------------------------
Name: James R. Dingler
Title: Director
ML CLO XV PILGRAM AMERICA (CAYMAN) Ltd.
By: ING Investments, LLC.
as its investment manager
by
/s/ Brian S. Horton
----------------------------------
Name: Brian S. Horton
Title: Vice President
ML CLO XX PILGRAM AMERICA (CAYMAN) Ltd.
By: ING Investments, LLC.
as its investment manager
by
/s/ Brian S. Horton
----------------------------------
Name: Brian S. Horton
Title: Vice President
SEQUILS - PILGRAM I, LTD.
By: ING Investments, LLC.
as its investment manager
by
/s/ Brian S. Horton
----------------------------------
Name: Brian S. Horton
Title: Vice President
MUIRFIELD TRADING LLC
by
/s/ Ann E. Morris
----------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
NATEXIS BANQUES POPULAIRES
by
/s/ Frank H. Madden Jr.
----------------------------------
Name: Frank H. Madden Jr.
Title: Vice President & Group Manager
by
/s/ Harris Frommer
----------------------------------
Name: Harris Frommer
Title: Assistant Vice President
New York Life Insurance and Annuity Corporation
By: New York Life Investment Management LLC,
its Investment Managemer
by
/s/ F. David Melka
----------------------------------
Name: F. David Melka
Title: Investment Vice President
by
/s/ Robert H. Dial
----------------------------------
Name: Robert H. Dial
Title: Vice President
New York Life Insurance Company
by
/s/ F. David Melka
----------------------------------
Name: F. David Melka
Title: Investment Vice President
by
/s/ Robert H. Dial
----------------------------------
Name: Robert H. Dial
Title: Investment Vice President
NUVEEN FLOATING RATE FUND
By: Nuveen Senior Loan Asset Management Inc.
by
/s/ Lenny Mason
----------------------------------
Name: Lenny Mason
Title: Portfolio Manager
NUVEEN SENIOR INCOME FUND
By: Nuveen Senior Loan Asset Management Inc.
by
/s/ Lenny Mason
----------------------------------
Name: Lenny Mason
Title: Portfolio Manager
OAK HILL CREDIT PARTNERS I, LIMITED
By: Oak Hill CLO Management, LLC
as Investment Manager
by
/s/ Scott D. Krase
----------------------------------
Name: Scott D. Krase
Title: Authorized Signatory
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
as sub-investment manager
by
/s/ Michael B. Nechamkin
----------------------------------
Name: Michael B. Nechamkin
Title: Portofolio manager
OCTAGON INVESTMENT PARTNERS III, LTD
By: Octagon Credit Investors, LLC
as sub-investment manager
by
/s/ Michael B. Nechamkin
----------------------------------
Name: Michael B. Nechamkin
Title: Portofolio Manager
OCTAGON INVESTMENT PARTNERS IV, LTD
By: Octagon Credit Investors, LLC
as collateral manager
by
/s/ Michael B. Nechamkin
----------------------------------
Name: Michael B. Nechamkin
Title: Portofolio Manager
OLYMPIC FUNDING TRUST, SERIES 1999-1
by
/s/ Ann E. Morris
----------------------------------
Name: Ann E. Morris
Title: Authorized Agent
PINEHURST TRADING, INC.
by
/s/ Ann E. Morris
----------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
PRINCIPAL LIFE INSURANCE COMPANY
by
/s/ Jon C. Heiny
----------------------------------
Name: Jon C. Heiny
Title: Counsel
by
/s/ Debra Svoboda EPP
----------------------------------
Name: Debra Svoboda EPP
Title: Counsel
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
By: CPF Asset Advisory, LLC as Investment Manager
by
/s/ Irv Roa
----------------------------------
Name: Irv Roa
Title: Associate Director
by
/s/ Elizabeth H. Tallmadge
----------------------------------
Name: Elizabeth H. Tallmadge
Title: Managing Director
Chief Investment Officer
ROSEMONT CLO, LTD
by Deerfield Capital Management LLC
as its Collateral Manager
by
/s/ Matt Stouffer
----------------------------------
Name: Matt Stouffer
Title: Vice President
SEABOARD CLO 2000 LTD.
by ORIX Capital Markets, LLC
Collateral Manager
by
/s/ Sheppard H.C. Davis, Jr.
----------------------------------
Name: Sheppard H.C. Davis, Jr.
Title: Managing Director
SEQUILS-CENTURION V, LTD
American Express Asset Management Group Inc.
as Collateral Manager
by
/s/ Steven B. Staver
----------------------------------
Name: Steven B. Staver
Title: Managing Director
SEQUILS-CUMBERLAND I, LTD.
By: Deerfield Capital Management, L.L.C.
as its Collateral Manager
by
/s/ Matt Stouffer
----------------------------------
Name: Matt Stouffer
Title: Vice President
SEQUILS ING - I (HBDGM) LTD.
By: ING Capital Advisors LLC,
as its Collateral Manaer
by
/s/ Steven Gorski
----------------------------------
Name: Steven Gorski
Title: Vice President & Senior Credit Analyst
THE SIAM COMMERICAL BANK PCL
SINGAPORE BRANCH
by
/s/ Nattapong Samit-Ampaispisarn
Name: Nattapong Samit-Ampaispisarn
Title: Vice President & General Manager
by
/s/ Irene Sno
Name: Irene Sno
Title: Assistant General Manager -
Corporate Planning & Risk Management
SIMSBURY CLO, LIMITED
By: Massachusetts Mutual Life Insurance
Company, as Collateral Manager
by
/s/ Steven J. Katz
----------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
STANFIELD QUATTRO CLO, LTD
By: Stanfield Capital Partners LLC
As its Collateral Manager
by
/s/ Christopher E. Hansen
----------------------------------
Name: Christopher E. Hansen
Title: Managing Partner
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
by
/s/ James R. Fellows
----------------------------------
Name: James R. Fellows
Title: Senior Vice President
Stein Roe & Farnham Incorporated
as Advisor to the Stein Roe Floating Rate
Limited Liability Company
TEXTRON FINANCIAL CORPORATION
by
/s/ Matthew J. Colgan
----------------------------------
Name: Matthew J. Colgan
Title: Director
Travelers Corporate Loan Fund Inc.
By: Travelers Asset Management
International Company, LLC
by
/s/ John Petchler
----------------------------------
Name: John Petchler
Title: Vice President
The Travelers Insurance Company
by
/s/ John Petchler
----------------------------------
Name: John Petchler
Title: Vice President
UMB Bank, N.A.
by
/s/ Terry Dierks
----------------------------------
Name: Terry Dierks
Title: Senior Vice President
U.S. Bank National Association
formerly known as Firstar Bank, N.A.
by
/s/ Bruce A. Easterly
----------------------------------
Name: Bruce A. Easterly
Title: Vice President
VAN KAMPEN CLO I, LIMITED,
By: Van Kampen Investment Advisory Corp.
as Collateral Manager
by
/s/ William Lenga
----------------------------------
Name: William Lenga
Title: Vice President
VAN KAMPEN CLO II, LIMITED,
By: Van Kampen Investment Advisory Corp.
as Collateral Manager
by
/s/ William Lenga
----------------------------------
Name: William Lenga
Title: Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
by
/s/ William Lenga
----------------------------------
Name: William Lenga
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory Corp.
by
/s/ William Lenga
----------------------------------
Name: William Lenga
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
by
/s/ William Lenga
----------------------------------
Name: William Lenga
Title: Vice President
WINGED FOOT FUNDING TRUST
by
/s/ Ann E. Morris
----------------------------------
Name: Ann E. Morris
Title: Authorized Agent