Exhibit 4.2(b)
AMENDMENT NO. 2 TO AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT dated as of March 7, 2003 to the Amended and Restated Credit
Agreement dated as of August 24, 2001 (as heretofore amended, the "Credit
Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the
"Borrower"); the LENDERS from time to time party thereto; CITICORP USA, INC. and
CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents; BANK OF AMERICA, N.A.
("BofA"), as Servicing Agent; JPMORGAN CHASE BANK ("JPMCB"), as Collateral
Agent; and BofA and JPMCB, as administrative agents (in such capacity, the
"Administrative Agents").
The parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 2. Amended Definitions. (a) The definition of "EBITDA" in Section
1.01 of the Credit Agreement is amended by replacing clause (b) thereof with the
following clause:
(b)(x) amortization, depreciation and depletion and (y) asset
write-downs and other restructuring charges which are not cash costs
not to exceed $50,000,000 in the aggregate for all such periods;
provided that, in the case of clause (y), if any such charge
represents a cash payment in any future period, such cash payment
shall be deducted when calculating EBITDA for such future period and
(b) The definition of "Operating Income" in Section 1.01 of the Credit
Agreement is amended by the addition of a new sentence thereto to read as
follows:
Any premiums paid in connection with any Permitted Refinancing or
prepayment of the Term Loans or the Borrower's 8 1/2% Notes
due February 15, 2004 shall, to the extent included therein, be
excluded in calculating Operating Income; provided that not more
than $30,000,000 in the aggregate of such premiums may be so
excluded during the term of this Agreement.
(c) The definition of "Permitted Refinancing" in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:
"Permitted Refinancing" shall mean a Debt Incurrence to the extent
the proceeds thereof are applied to refinance Indebtedness of the
Borrower or a Subsidiary which matures prior to the Term Loan
Maturity Date (and to pay related fees and expenses); provided that
(x) the debt securities issued pursuant to such Debt Incurrence
shall mature no earlier than 91 days after the Term Loan Maturity
Date and no payment, prepayment, redemption or repurchase of the
principal amount thereof shall be required by the terms thereof on
or prior to 91 days after the Term Loan Maturity Date (other than on
terms no less favorable to the Borrower or such Subsidiary than the
corresponding terms governing the Borrower's 10_% Senior Notes due
2008) and (y) the material covenants and defaults in the agreements
governing the debt securities issued pursuant to such Debt
Incurrence shall be more favorable to the Borrower or such
Subsidiary than the terms of this Agreement (it being understood
that the requirements of this clause (y) shall be deemed satisfied
if the covenants and defaults in the agreements governing the debt
securities issued pursuant to such Debt Incurrence are no less
favorable to the Borrower or such Subsidiary than the terms
governing the Borrower's 10_% Senior Notes due 2008).
(d) The definition of "Relaxed Compliance Period" in Section 1.01 of the
Credit Agreement is amended to read in its entirety as follows:
"Relaxed Compliance Period" means the period from and including the
Amendment Effective Date (as defined in Amendment No. 1 to this
Agreement) to and including the date on which the Borrower delivers
the financial statements and officer's certificate required pursuant
to Section 5.05(a) and (d), respectively, with respect to its fiscal
year ended December 31, 2004; provided that the Borrower may
terminate the Relaxed Compliance Period by including an election to
that effect in an officer's certificate delivered to each of the
Administrative Agents and to the Servicing Agent so long as the
Total Leverage Ratio for the immediately prior reporting period as
set forth in such
2
certificate is not more than 5.00 to 1.00 and the Interest Coverage
Ratio for the immediately prior reporting period as set forth in
such certificate is not less than 3.00 to 1.00.
(e) The definition of "Total Indebtedness" in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:
"Total Indebtedness" shall mean at any date, without duplication,
all Indebtedness of the Borrower and its Consolidated Subsidiaries
as at such date, determined on a consolidated basis in accordance
with GAAP.
Section 3. Covenant Amendments. (a) Section 6.04 of the Credit Agreement is
amended to read in its entirety as follows:
Section 6.04. Total Leverage Ratio. Permit the Total Leverage Ratio
at any time during any period set forth below to exceed the applicable
ratio set forth below opposite such period (such applicable ratio being the
Relaxed Ratio at any date during the Relaxed Compliance Period and the
Maximum Ratio at any other date):
- --------------------------------------------------------------------------------
Period Maximum Ratio Relaxed Ratio
------ ------------- -------------
- --------------------------------------------------------------------------------
December 31, 2002 - March 5.50 to 1.00 Not applicable
30, 2003
- --------------------------------------------------------------------------------
March 31, 2003 - December 5.00 to 1.00 Not applicable
30, 2003
- --------------------------------------------------------------------------------
December 31, 2003 - March 5.00 to 1.00 9.00 to 1.00
30, 2004
- --------------------------------------------------------------------------------
March 31, 2004 - June 29, 5.00 to 1.00 6.75 to 1.00
2004
- --------------------------------------------------------------------------------
June 30, 2004 - September 5.00 to 1.00 5.25 to 1.00
29, 2004
- --------------------------------------------------------------------------------
September 30, 2004 - 5.00 to 1.00 5.00 to 1.00
December 30, 2004
- --------------------------------------------------------------------------------
December 31, 2004 and at all 4.00 to 1.00 4.00 to 1.00
times thereafter
- --------------------------------------------------------------------------------
(b) Section 6.05 of the Credit Agreement is amended to read in its entirety
as follows:
3
Section 6.05. Interest Coverage Ratio. Permit the Interest Coverage
Ratio for the period of four consecutive fiscal quarters ending on any date
set forth below to be less than the applicable ratio set forth below
opposite such date (such applicable ratio to be the Relaxed Ratio for each
day during the Relaxed Compliance Period and the Minimum Ratio for any
other date):
- --------------------------------------------------------------------------------
Date Minimum Ratio Relaxed Ratio
---- ------------- -------------
- --------------------------------------------------------------------------------
December 31, 2002 2.00 to 1.00 1.00 to 1.00
- --------------------------------------------------------------------------------
March 31, June 30 and
September 30, 2003 2.50 to 1.00 1.00 to 1.00
- --------------------------------------------------------------------------------
December 31, 2003 2.50 to 1.00 1.25 to 1.00
- --------------------------------------------------------------------------------
March 31, 2004 3.00 to 1.00 1.60 to 1.00
- --------------------------------------------------------------------------------
June 30, 2004 3.00 to 1.00 2.00 to 1.00
- --------------------------------------------------------------------------------
September 30, 2004 3.00 to 1.00 2.25 to 1.00
- --------------------------------------------------------------------------------
each fiscal quarter end 3.00 to 1.00 3.00 to 1.00
thereafter
- --------------------------------------------------------------------------------
(c) Section 6.06(d) of the Credit Agreement is amended to read in its
entirety as follows:
(d) Enter into a Securitization Transaction unless (i) the aggregate
outstanding amount at any time of the accounts receivable sold
pursuant to all Securitization Transactions by the Borrower and the
Material Subsidiaries does not exceed $300,000,000, (ii) (A) the
consideration therefor consists solely of cash or cash equivalents
and notes and equity securities and (B) at the time of the initial
sale of accounts receivable pursuant to such Securitization
Transaction, 70% or more of the aggregate consideration then
received by the Borrower and the Material Subsidiaries with respect
to such Securitization Transaction consists of cash or cash
equivalents, (iii) the Revolving Commitments are reduced if and to
the extent required under Section 2.13(b) in connection with such
Securitization Transaction and (iv) after giving effect thereto, the
Collateral Coverage Test is satisfied on each date that any of the
accounts receivable sold pursuant to such Securitization Transaction
remain outstanding.
4
(d) Section 6.15 of the Credit Agreement is amended to read in its entirety
as follows:
Section 6.15. Senior Secured Leverage Ratio. Permit the Senior
Secured Leverage Ratio during any period set forth below to exceed the
applicable ratio set forth below opposite such period:
- --------------------------------------------------------------------------------
Period Maximum Ratio
------ -------------
- --------------------------------------------------------------------------------
June 30, 2002 - September 29, 2004 2.50 to 1.00
- --------------------------------------------------------------------------------
September 30, 2004 and all times thereafter 2.00 to 1.00
- --------------------------------------------------------------------------------
(e) Section 6.17 of the Credit Agreement is amended to read in its entirety
as follows:
Section 6.17. Capital Expenditures. For each fiscal year of the
Borrower ending during the Relaxed Compliance Period, permit the Capital
Expenditures of the Borrower and its Consolidated Subsidiaries to exceed
the applicable Limit Amount set forth in the table below, plus, in the case
of fiscal years 2003 and 2004, the amount if any (in each case in no case
to exceed $20,000,000) by which their Capital Expenditures for the fiscal
years ending December 31, 2002 and December 31, 2003, respectively, are
less than the Limit Amount for such fiscal year set forth below, provided
that such shortfall may only serve to increase the Limit Amount for the
immediately following fiscal year:
Fiscal Year Limit Amount
----------- ------------
2002 $100,000,000
2003 $101,530,000
2004 $110,000,000
Section 4. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article III of the Credit Agreement will be true in all material respects on
and as of the Amendment Effective Date (as defined below) with the same effect
as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date and (ii) no Default will have
occurred and be continuing on such date.
Section 5. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
5
Section 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 7. Effectiveness. This Amendment shall become effective on the
first date when the following conditions are met (the "Amendment Effective
Date"):
(a) the Administrative Agents shall have received counterparts
hereof signed by each of the Required Lenders and the Borrower (or, in the
case of any party as to which an executed counterpart shall not have been
received, the Administrative Agents shall have received in form
satisfactory to them facsimile or other written confirmation from such
party of execution of a counterpart hereof by such party); and
(b) each of the Agents and the Arrangers shall have received payment
of all amendment fees, other costs, fees and expenses (including, without
limitation, reasonable legal fees and expenses for which invoices shall
have been submitted to the Borrower) and other compensation payable to any
of the foregoing on or prior to the Amendment Effective Date in connection
with the Loan Documents.
Promptly after the Amendment Effective Date occurs, the Administrative
Agents shall notify the Borrower, the other Agents and the Lenders thereof, and
such notice shall be conclusive and binding on all parties hereto.
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
EQUISTAR CHEMICALS, LP,
By: /s/ Karen A. Twitchell
---------------------------------------
Name: Karen A. Twitchell
Title: Principal Finance Officer
CITICORP USA, INC.
By: /s/ Carolyn A. Sheridan
---------------------------------------
Carolyn A. Sheridan
Managing Director and
Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ S. William Fox
---------------------------------------
S. William Fox, Director
By: /s/ Ian W. Nallit
---------------------------------------
Ian W. Nallit, Associate
BANK OF AMERICA, N.A., Individually
and as Swingline Lender, Fronting Bank,
Administrative Agent and Servicing Agent
By: /s/ Richard L. Stein
---------------------------------------
Richard L. Stein, Principal
JPMORGAN CHASE BANK, individually and as
Fronting Bank, Administrative Agent and
Collateral Agent
By: /s/ Marian N. Schulman
---------------------------------------
Marian N. Schulman, Vice President
ADDISON CDO, LIMITED (#1279)
By: Pacific Investment Management
Company LLC
By: /s/ Mohan V. Phansalkar
-----------------------------------
Mohan V. Phansalkar, Executive
Vice President
ALRIES FINANCE-II, LTD.
By: INVESCO Senior Secured
Management, Inc.
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc., As Financial
Manager
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc., As Financial
Manager
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
ARES III CLO Ltd.
By: ARES CLO Management LLC,
Investment Manager
By: /s/ Seth J. Brusky
-----------------------------------
Seth J. Brusky, Vice President
Ares IV CLO Ltd.
By: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO GP IV, LLC, Its
Managing Member
By: /s/ Seth J. Brusky
-----------------------------------
Seth J. Brusky, Vice
President
Ares V CLO Ltd.
By: Ares CLO Management V, L.P.,
Investment Manager
By: Ares CLO GP V LLC, Its
Managing Member
By: /s/ Seth J. Brusky
-----------------------------------
Seth J. Brusky, Vice President
Athena CDO, Limited (#1277)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------
Mohan V. Phansalkar, Executive
Vice President
Atrium CDO
By: /s/ David H. Lerner
---------------------------------------
David H. Lerner, Authorized
Signatory
AVALON CAPITAL LTD
By: INVESCO Senior Secured
Management, Inc., As Portfolio
Advisor
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured
Management, Inc., As Portfolio
Advisor
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
Bank One NA, (Main Office-Chicago)
By: /s/ Daniel A. Davis
---------------------------------------
Daniel A. Davis, Director
Bear Stearns Investment Products Inc.
By: /s/ Gregory Hanley
---------------------------------------
Gregory Hanley, Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By: EATON VANCE MANAGEMENT,
AS INVESTMENT ADVISOR
By: /s/ Scott H. Pace
-----------------------------------
Scott H. Pace, Vice President
BILL & MELINDA GATES FOUNDATION
By: David L. Babson & Company, Inc., as
Investment Advisor
By: /s/ William A. Hayes
-----------------------------------
William A. Hayes, Managing
Director
BLACK DIAMOND CLO 1996-1 LTD.
By: /s/ Alan Corkish
---------------------------------------
Alan Corkish, Director
BLACK DIAMOND CLO 2000-1 LTD.
By: /s/ Alan Corkish
---------------------------------------
Alan Corkish, Director
CALLIDUS DEBT PARTNERS CLO FUND II, LTD.
By: CALLIDUS CAPITAL
MANAGEMENT LLC,
COLLATERAL MANAGER
By: /s/ Wayne Mueller
-----------------------------------
Wayne Mueller, Managing
Director
CAPTIVA II FINANCE LTD.
By: /s/ David Dyer
--------------------------------------
David Dyer, Director
CAPTIVA III Finance Ltd. (Acct. 275),
as advised by Pacific Investment
Management Company LLC
By: /s/ David Dyer
---------------------------------------
David Dyer, Director
CAPTIVA IV Finance Ltd. (Acct. 1275), as
advised by Pacific Investment Management
Company LLC.
By: /s/ David Dyer
---------------------------------------
David Dyer, Director
Sankaty Advisors LLC as Collateral
Manager for Castle Hill I - INGOTS, Ltd.,
as Term Lender
By: /s/ Diane J. Exter
---------------------------------------
Diane J. Exter, Managing Director
Portfolio Manager
Sankaty Advisors LLC as Collateral
Manager for Castle Hill II - INGOTS, Ltd.,
as Term Lender
By: /s/ Diane J. Exter
--------------------------------------
Diane J. Exter, Managing Director
Portfolio Manager
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management
Inc., as Sub-Managing Agent
(Financial)
By: /s/ Joseph Rotondo
----------------------------------
Joseph Rotondo, Authorized
Signatory
CHANCELLOR/TRITON CBO, LIMITED
By: INVESCO Senior Secured
Management, Inc., as Collateral
Manager
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured
Management, Inc., as Collateral
Manager
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
CITICORP INSURANCE AND INVESTMENT TRUST
By: Travelers Asset Management
International Company LLC
By: /s/ Allen R. Cantrell
-----------------------------------
Allen R. Cantrell
Investment Officer
CITICORP NORTH AMERICA INC.
By: /s/ Carolyn A. Sheridan
---------------------------------------
Carolyn A. Sheridan, Managing
Director and Vice President
COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management
International Company LLC
By: /s/ Allen R. Cantrell
-----------------------------------
Allen R. Cantrell, Investment
Officer
CONSTANTINUS EATON VANCE CDO V, LTD.
By: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ Scott H. Page
-----------------------------------
Scott H. Page, Vice President
CSAM Funding I
By: /s/ David H. Lerner
---------------------------------------
David H. Lerner, Authorized Signatory
CSAM Funding II
By: /s/ David H. Lerner
---------------------------------------
David H. Lerner, Authorized Signatory
C-SQUARED CDO LTD.
By: TCW Advisors, Inc., as its
Portfolio Manager
By: /s/ Jonathan R. Insull
-----------------------------------
Jonathan R. Insull, Managing
Director
DELANO Company (#274)
By: Pacific Investment Management Company
LLC, as its Investment Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------------
Mohan V. Phansalkar, Executive
Vice President
DIVERSIFIED CREDIT PORTFOLIO, LTD.
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By: /s/ Joseph Rotondo
-----------------------------------
Joseph Rotondo, Authorized
Signatory
EATON VANCE CDO III, LTD.
By: EATON VANCE MANAGEMENT, AS INVESTMENT
ADVISOR
By: /s/ Scott H. Page
-----------------------------------
Scott H. Page, Vice President
EATON VANCE CDO IV, LTD.
By: EATON VANCE MANAGEMENT, AS INVESTMENT
ADVISOR
By: /s/ Scott H. Page
-----------------------------------
Scott H. Page, Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: EATON VANCE MANAGEMENT, AS INVESTMENT
ADVISOR
By: /s/ Scott H. Page
-----------------------------------
Scott H. Page, Vice President
EATON VANCE SENIOR INCOME TRUST
By: EATON VANCE MANAGEMENT, AS INVESTMENT
ADVISOR
By: /s/ Scott H. Page
-----------------------------------
Scott H. Page, Vice President
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: David L. Babson & Company Inc., as
Collateral Manager
By: /s/ William A. Hayes
-----------------------------------
William A. Hayes, Managing
Director
ELC (CAYMAN) LTD. 2000-I
By: David L. Babson & Company Inc., as
Collateral Manager
By: /s/ William A. Hayes
-----------------------------------
William A. Hayes, Managing
Director
ELC (CAYMAN) LTD. 1999-III
By: David L. Babson & Company Inc., as
Collateral Manager
By: /s/ William A. Hayes
-----------------------------------
William A. Hayes, Managing
Director
ELT LTD.
By: /s/ Ann E. Morris
---------------------------------------
Ann E. Morris, Authorized Agent
Fidelity Advisor Series II: Fidelity
Advisor Floating Rate High Income Fund
By: /s/ John H. Costello
---------------------------------------
John H. Costello, Assistant Treasurer
First Dominion Funding II
By: /s/ David H. Lerner
---------------------------------------
David H. Lerner, Authorized Signatory
First Dominion Funding III
By: /s/ David H. Lerner
---------------------------------------
David H. Lerner, Authorized Signatory
Galaxy CLO 1999-1, Ltd.
By: /s/ W. Jeffrey Baxter
---------------------------------------
W. Jeffrey Baxter, Authorized Agent
SunAmerica Life Insurance Company
By: /s/ W. Jeffrey Baxter
---------------------------------------
W. Jeffrey Baxter, Authorized Agent
AIG SunAmerica Life Assurance Company
By: /s/ W. Jeffrey Baxter
---------------------------------------
W. Jeffrey Baxter, Authorized Agent
Sankaty Advisors, LLC, as Collateral
Manager for Great Point CLO 1999-1 LTD.,
as Term Lender
By: /s/ Diane J. Exter
---------------------------------------
Diane J. Exter, Managing Director
Portfolio Manager
HARBOUR TOWN FUNDING LLC
By: /s/ Ann E. Morris
------------------------
Ann E. Morris, Assistant Vice
President
Harbour View CLO II, Ltd.
By: /s/ Bill Campbell
-------------------------
Bill Campbell, Manager
Harbour View CLO IV, Ltd.
By: /s/ Bill Campbell
-------------------------
Bill Campbell, Manager
Harbour View CLO V, Ltd.
By: /s/ Bill Campbell
----------------------
Bill Campbell, Manager
ING SENIOR INCOME FUND
By: ING Investments, LLC, as its
Investment Manager
By: /s/ Charles E. LeMieux
----------------------
Charles E. LeMieux, CFA
Vice President
ING PRIME RATE TRUST
By: ING Investments, LLC, as its
investment manager
By: /s/ Charles E. LeMieux
----------------------
Charles E. LeMieux, CFA
Vice President
INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured
Management, Inc., As Portfolio
Advisor
By: /s/ Joseph Rotondo
---------------------------
Joseph Rotondo, Authorized
Signatory
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured
Management, Inc., As Portfolio
Advisor
By: /s/ Joseph Rotondo
--------------------------
Joseph Rotondo, Authorized
Signatory
Jissekikon Funding, Ltd. (#1288)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Mohan V. Phansalkar
------------------------------
Mohan V. Phansalkar, Executive
Vice President
KZH CNC LLC
By: /s/ Dorian Herrera
--------------------------------
Dorian Herrera, Authorized Agent
KZH CRESCENT LLC
By: /s/ Dorian Herrera
---------------------------------
Dorian Herrera, Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ Dorian Herrera
---------------------------------
Dorian Herrera, Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ Dorian Herrera
--------------------------------
Dorian Herrera, Authorized Agent
KZH RIVERSIDE LLC
By: /s/ Dorian Herrera
--------------------------------
Dorian Herrera, Authorized Agent
KZH SOLEIL LLC
By: /s/ Dorian Herrera
--------------------------------
Dorian Herrera, Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Dorian Herrera
--------------------------------
Dorian Herrera, Authorized Agent
LONG LANE MASTER TRUST II
By: Fleet National Bank as Trust
Administrator, with respect to
Series Eclipse
By: /s/ Renee Nadler
-------------------------------
Renee Nadler, Managing Director
Long Lane Master Trust IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Kevin Kearns
----------------------
Kevin Kearns, Managing
Director
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc.
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Investment Manager
By: /s/ William A. Hayes
--------------------------
William A. Hayes, Managing
Director
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: David L. Babson & Company Inc.
as Investment Manager
By: /s/ William A. Hayes
--------------------------
William A. Hayes, Managing
Director
Metropolitan Life Insurance Company
By: /s/ James R. Dingler
--------------------------
James R. Dingler, Director
Mizuho Corporate Bank, Ltd.
By: /s/ Hiropumi Sugano
-----------------------
Hiropumi Sugano, Senior
Vice President
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ Charles E. LeMieux
----------------------------
Charles E. LeMieux, CFA
Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ Charles E. LeMieux
-----------------------
Charles E. LeMieux, CFA
Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ Charles E. LeMieux
-------------------------
Charles E. LeMieux, CFA
Vice President
Natexis Banques Populaires
By: /s/ Timothy L. Polvado
----------------------
Timothy L. Polvado, Vice President
and Group Manager
By: /s/ Renaud J. d'Herbes
----------------------
Renaud J. d'Herbes, Senior Vice
President and Regional Manager
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
-------------------------------
Nantha Suppiah, Assistant Vice
President
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/ Timothy S. Peterson
-------------------------------
Timothy S. Peterson, President
OAK HILL CREDIT PARTNERS I, LIMITED
By: Oak Hill CLO Management I LLC
as Investment Manager
By: /s/ Scott D. Krase
--------------------------
Scott D. Krase, Authorized
Signatory
OAK HILL CREDIT PARTNERS II, LIMITED
By: Oak Hill CLO Management II LLC
as Investment Manager
By: /s/ Scott D. Krase
--------------------------
Scott D. Krase, Authorized
Signatory
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured
Management, Inc., as
Subadvisor
By: /s/ Joseph Rotondo
--------------------------
Joseph Rotondo, Authorized
Signatory
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC, as
sub-investment manager
By: /s/ Michael B. Nechamkin
---------------------------------
Michael B. Nechamkin, Portfolio
Manager
OCTAGON INVESTMENT PARTNERS III, LLC
By: Octagon Credit Investors, LLC, as
Portfolio Manager
By: /s/ Michael B. Nechamkin
---------------------------------
Michael B. Nechamkin, Portfolio
Manager
OCTAGON INVESTMENT PARTNERS IV, LLC
By: Octagon Credit Investors, LLC, as
collateral manager
By: /s/ Michael B. Nechamkin
---------------------------------
Michael B. Nechamkin, Portfolio
Manager
OCTAGON INVESTMENT PARTNERS V, LLC
By: Octagon Credit Investors, LLC, as
as Portfolio Manager
By: /s/ Michael B. Nechamkin
---------------------------------
Michael B. Nechamkin, Portfolio
Manager
Oppenheimer Series Floating Rate Fund
By: /s/ Bill Campbell
---------------------------------
Bill Campbell, Manager
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ Charles E. LeMieux
-----------------------------
Charles E. LeMieux, CFA
Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ Charles E. LeMieux
-----------------------------
Charles E. LeMieux, CFA
Vice President
PINEHURST TRADING, INC.
By: /s/ Ann E. Morris
---------------------------------
Ann E. Morris, Assistant Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited, as
Term Lender
By: /s/ Diane J. Exter
---------------------------------
Diane J. Exter, Managing Director
Portfolio Manager
ROYALTON COMPANY (#280)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------
Mohan V. Phansalkar, Executive
Vice President
Sankaty High Yield Partners III, L.P.
By: /s/ Diane J. Exter
---------------------------------
Diane J. Exter, Managing Director
Portfolio Manager
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured
Management, Inc., As Asset Manager
By: /s/ Joseph Rotondo
-----------------------------
Joseph Rotondo, Authorized
Signatory
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its
Collateral Agent
By: /s/ Jonathan R. Insull
-----------------------------
Jonathan R. Insull, Managing
Director
By: /s/ William Brennan
-----------------------------
William Brennan, Vice President
SEQUILS IV, LTD.
By: TCW Advisors, Inc. as its
Collateral Agent
By: /s/ Jonathan R. Insull
-----------------------------
Jonathan R. Insull, Managing
Director
By: /s/ William Brennan
-----------------------------
William Brennan, Vice President
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured
Management, Inc., as Collateral
Manager
By: /s/ Joseph Rotondo
-----------------------------
Joseph Rotondo, Authorized
Signatory
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------
Mohan V. Phansalkar, Executive
Vice President
SIMSBURY CLO LIMITED
By: David L. Babson & Company Inc.
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ William A. Hayes
-----------------------------
William A. Hayes, Managing
Director
Stanfield Carrera CLO, Ltd.
By: Stanfield Capital Partners LLC
as its Asset Manager
By: /s/ Christopher A. Bondy
-----------------------------
Christopher A. Bondy, Partner
STEIN ROE & FARNHAM CLO I LTD.
By: STEIN ROE & FARNHAM
INCORPORATED, AS PORTFOLIO
MANAGER
By: /s/ Kathleen A. Zarn
-----------------------------
Kathleen A. Zarn, Senior Vice
President
SUFFIELD CLO, LIMITED
By: David L. Babson & Company Inc.,
as Collateral Manager
By: /s/ William A. Hayes
-----------------------------
William A. Hayes, Managing
Director
The Sumitomo Trust & Banking Co., Ltd.
New York Branch
By: /s/ Elizabeth A. Quirk
---------------------------------
Elizabeth A. Quirk, Vice President
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its Collateral
Manager
By: /s/ Jonathan R. Insull
-----------------------------
Jonathan R. Insull, Managing
Director
By: /s/ William Brennan
--------------------------
William Brennan, Vice President
TEXTRON FINANCIAL CORPORATION
By: /s/ Matthew J. Colgan
---------------------------------
Matthew J. Colgan, Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Allan R. Cantrell
---------------------------------
Allan R. Cantrell, Investment Officer
TRITON CBO III, LIMITED
By: INVESCO Senior Secured
Management, Inc., As Investment
Advisor
By: /s/ Joseph Rotondo
-----------------------------
Joseph Rotondo, Authorized
Signatory
TRITON CDO IV, LIMITED
By: INVESCO Senior Secured
Management, Inc., As Investment
Advisor
By: /s/ Joseph Rotondo
-----------------------------
Joseph Rotondo, Authorized
Signatory
Wrigley CDO, Ltd. (#1285)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ Mohan V. Phansalkar
-----------------------------
Mohan V. Phansalkar, Executive
Vice President