EXHIBIT 10.53
CONFORMED COPY
SECOND AMENDMENT dated as of April
25, 2001 (this "Amendment") to
Credit Agreement dated as of
February 22, 2000 (as previously
amended, the "Credit Agreement")
among UCAR INTERNATIONAL INC., a
Delaware corporation ("UCAR"), UCAR
GLOBAL ENTERPRISES INC., a Delaware
corporation ("Global"), UCAR FINANCE
INC., a Delaware corporation (the
"Borrower"), the LC Subsidiaries
from time to time party thereto, the
Lenders from time to time party
thereto and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent, Collateral
Agent and Issuing Bank.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have extended credit to the Borrower and the LC Subsidiaries, and have
agreed to extend credit to the Borrower and the LC Subsidiaries, in each case
pursuant to the terms and subject to the conditions set forth therein.
B. The Borrower has informed the Administrative Agent that it
seeks an amendment of the Credit Agreement as set forth herein.
C. The Required Lenders are willing to agree to such amendment
pursuant to the terms and subject to the conditions set forth herein.
D. Each capitalized term used and not otherwise defined herein
shall have the meaning assigned to such term in the Credit Agreement.
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 agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. (a) The
following new definition is hereby added to Section 1.01 of the Credit Agreement
in its appropriate alphabetical position:
"UCC/MC LAWSUIT" shall mean the lawsuit pending in the
United States District Court for the Southern District of
New York, entitled UCAR International Inc., UCAR Global
Enterprises Inc. and UCAR Carbon Company Inc. v. Union
Carbide Corporation, Mitsubishi Corporation, Mitsubishi
International Corporation, Hiroshi Kawamura and Robert D.
Kennedy, Case No. 00 Civ. 1338 (GBD), and all claims
asserted by or against any of the parties or their
affiliates, related parties or successors in any such
lawsuit or in subsequent suits or proceedings arising from
or related to the original action or the facts giving rise
to that action.
(b) The definition of "Amendment Fee" in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"AMENDMENT FEES" shall mean, collectively, the
Amendment Fee as such term is defined in each of the First
Amendment dated as of October 11, 2000 to this Agreement and
the Second Amendment dated as of April 25, 2001 to this
Agreement.
(c) Section 7.04(j) of the Credit Agreement is hereby
amended by inserting the following immediately after the phrase "at any time the
amount set forth on Schedule A for the Leverage Ratio that is in effect at such
time" appearing in Section 7.04(j)(ii)(B) of the Credit Agreement:
, as reduced by the fees, costs and expenses (including fees
of counsel and experts) paid by UCAR, Global, the Borrower
or any Subsidiary in connection with the UCC/MC Lawsuit, but
such amount of the reduction not to exceed $20,000,000,
(d) The word "and" appearing at the end of Section 7.06(f)
of the Credit Agreement is hereby deleted. The period at the end of Section
7.06(g) is hereby deleted and in lieu thereof a semicolon and the word "and" is
inserted in its place.
(e) A new Section 7.06(h) is hereby inserted immediately
following Section 7.06(g) of the Credit Agreement which shall read in its
entirety as follows:
(h) Global or any Subsidiary may make Restricted
Payments to UCAR in an aggregate amount not to exceed
$20,000,000 for the sole and exclusive purpose of paying any
fees, costs and expenses (including fees of counsel and
experts) paid by UCAR in connection with the UCC/MC Lawsuit.
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(f)The proviso contained in Section 7.11 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"; PROVIDED HOWEVER, that for purposes of calculating the
Interest Coverage Ratio to determine compliance with this
Section for any four fiscal quarter period ending before
July 1, 2002, (A) to the extent that (i) any amount of the
Amendment Fees, (ii) any new charges after the Effective
Date in respect of Litigation Liabilities up to the amount
of Litigation Payments that could be made and Litigation
Reserves that could be created without resulting in a
violation of the representation and warranty set forth in
Section 4.24 or (iii) any fees, costs and expenses
(including fees of counsel and experts) paid or incurred by
UCAR, Global, the Borrower or any Subsidiary in connection
with the UCC/MC Lawsuit, up to $20,000,000 in the aggregate
and $3,000,000 in any one fiscal quarter are deducted from
the consolidated net income of UCAR, Global, the Borrower
and the Subsidiaries and is not added back by the definition
of EBITDA, such amount shall be added back to EBITDA
(provided that, with the exception of payments to the
European Union in respect of Litigation Liabilities that do
not result in a breach of the representation and warranty
set forth in Section 4.24 and total no more than $80,000,000
in the aggregate(when taken together with payments to the
European Union charges against the Litigation Reserves
existing on the Effective Date), payments in respect of
charges described in clause (A)(ii) above (or in respect of
Litigation Liabilities arising after April 25, 2001, that
are charged against the Litigation Reserves existing on the
Effective Date in an aggregate amount up to the lesser of
(x) the excess of all payments in respect of Litigation
Liabilities made after April 25, 2001 over the aggregate
amount of the Litigation Reserves in effect on March 31,
2001 and (y) the difference between $40,000,000 and the
amount of Litigation Liabilities owed to the European Union
that are charged against such Litigation Reserves) shall be
deducted from EBITDA as paid) and (B) Cash Interest Expense
shall not include any amounts attributable to Indebtedness
incurred to finance (i) the Amendment Fees, (ii) payments to
the European Union in respect of Litigation Liabilities that
do not result in a breach of the representation and warranty
set forth in Section 4.24 and total no more than $80,000,000
in the aggregate or (iii) fees, costs and expenses
(including fees of counsel and experts) paid by UCAR,
Global, the Borrower or any Subsidiary in connection with
the UCC/MC Lawsuit, up to $20,000,000 in the aggregate and
$3,000,000 in any one fiscal quarter."
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(g) The proviso contained in Section 7.12 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"; PROVIDED HOWEVER, that for purposes of calculating the
Leverage Ratio to determine compliance with this Section on
any date prior to July 1, 2002, (A) to the extent that (i)
any amount of the Amendment Fees, (ii) any new charges after
the Effective Date in respect of Litigation Liabilities up
to the amount of Litigation Payments that could be made and
Litigation Reserves that could be created without resulting
in a violation of the representation and warranty set forth
in Section 4.24 or (iii) any fees, costs and expenses
(including fees of counsel and experts) paid or incurred by
UCAR, Global, the Borrower or any Subsidiary in connection
with the UCC/MC Lawsuit, up to $20,000,000 in the aggregate
and $3,000,000 in any one fiscal quarter are deducted from
the consolidated net income of UCAR, Global, the Borrower
and the Subsidiaries and is not added back by the definition
of EBITDA, such amount shall be added back to EBITDA
(provided that, with the exception of payments to the
European Union in respect of Litigation Liabilities that do
not result in a breach of the representation and warranty
set forth in Section 4.24 and total no more than $80,000,000
in the aggregate(when taken together with payments to the
European Union charges against the Litigation Reserves
existing on the Effective Date), payments in respect of
charges described in clause (A)(ii) above (or in respect of
Litigation Liabilities arising after April 25, 2001, that
are charged against the Litigation Reserves existing on the
Effective Date in an aggregate amount up to the lesser of
(x) the excess of all payments in respect of Litigation
Liabilities made after April 25, 2001 over the aggregate
amount of the Litigation Reserves in effect on March 31,
2001 and (y) the difference between $40,000,000 and the
amount of Litigation Liabilities owed to the European Union
that are charged against such Litigation Reserves) shall be
deducted from EBITDA as paid) and (B)Net Debt shall not
include Indebtedness incurred to finance (i) the Amendment
Fees, (ii) payments to the European Union in respect of
Litigation Liabilities that do not result in a breach of the
representation and warranty set forth in Section 4.24 and
total no more than $80,000,000 in the aggregate or (iii) the
fees, costs and expenses (including fees of counsel and
experts) paid by UCAR, Global, the Borrower or any
Subsidiary in connection with the UCC/MC Lawsuit up to
$20,000,000 in the aggregate and $3,000,000 in any one
fiscal quarter."
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each of UCAR, Global
and the Borrower represents and warrants to each Lender party hereto that, after
giving effect to this Amendment: (a) the representations and warranties set
forth in Article IV of the Credit Agreement are true and correct in all material
respects on and as of the date hereof, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects as
of the earlier date), and (b) no Default or Event of Default has occurred and is
continuing.
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SECTION 3. EFFECTIVENESS. This Amendment shall become effective
as of the first date (the "AMENDMENT EFFECTIVE DATE") that the following
condition is satisfied: the Administrative Agent or its counsel shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, UCAR, Global and the Required Lenders.
-5-
SECTION 4. AMENDMENT FEE. The Borrower agrees to pay to each
Lender that executes and delivers a copy of this Amendment to the Administrative
Agent (or its counsel) on or prior to April 24, 2001 an amendment fee (the
"AMENDMENT FEE") in an amount equal to 0.10% of such Lender's Revolving
Commitment (whether used or unused) and outstanding Term Loans, in each case as
of the Amendment Effective Date; PROVIDED THAT the Borrower shall have no
liability for any such Amendment Fee if this Amendment does not become
effective. Such Amendment Fee shall be payable (i) on the Amendment Effective
Date, to each Lender entitled to receive such fee as of the Amendment Effective
Date and (ii) in the case of any Lender that becomes entitled to the Amendment
Fee after the Amendment Effective Date, within two Business Days after such
Lender becomes entitled to the Amendment Fee.
SECTION 5. EFFECT OF AMENDMENT. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Issuing Bank, the Collateral Agent or the Administrative Agent,
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different
circumstances.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. HEADINGS. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the date and
year first above written.
UCAR INTERNATIONAL INC.,
By: /S/ NANCY FALLS
--------------------------------------
Name: Nancy Falls
Title:
UCAR GLOBAL ENTERPRISES INC.,
By: /S/ NANCY FALLS
--------------------------------------
Name: Nancy Falls
Title:
UCAR FINANCE INC.,
By: /S/ NANCY FALLS
--------------------------------------
Name: Nancy Falls
Title:
MORGAN GUARANTY TRUST
By: /S/ JAMES H. RAMAGE
--------------------------------------
Name: James H. Ramage
Title: Managing Director
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ABN AMRO BANK,
by
/S/ DAVID MANDRELL
------------------------------------
Name: David Mandrell
Title: Senior Vice President
by
/S/ PAULINE MCHUGH
------------------------------------
Name: Pauline McHugh
Title: Group Vice President
ADDISON CDO, LIMITED (ACCT 1279),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/S/ RAYMOND G. KENNEDY
---------------------------------
Name: Raymond G. Kennedy
Title: Executive Vice President
AIMCO CDO SERIES 2000-A,
by
/S/ JERRY D. ZINKULA
---------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
by
/S/ PATRICIA W. WILSON
---------------------------------
Name: Patricia W. Wilson
Title: Authorized Signatory
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ALLSTATE LIFE INSURANCE COMPANY,
by
/S/ JERRY D. ZINKULA
---------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
by
/S/ PATRICIA W. WILSON
---------------------------------
Name: Patricia W. Wilson
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
AMMC CDO II, 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/ JONATHAN DAVID
---------------------------------
Name: Jonathan David
Title: Vice President
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ARCHIMEDES FUNDING III, LTD.,
By: ING Capital Advisors LLC, as
Collateral Manager,
by
/S/ JONATHAN DAVID
---------------------------------
Name: Jonathan David
Title: Vice President
ARES III CLO LTD.,
By: Ares CLO Management LLC,
Investment Manager,
by
/S/ DAVID A. SACHS
---------------------------------
Name: David A. Sachs
Title: 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/ DAVID A. SACHS
---------------------------------
Name: David A. Sachs
Title: Vice President
ATHENA CDO, LIMITED (ACCT 1277),
By: Pacific Investment Management Company
LLC, as its Investment Advisor,
by
/S/ RAYMOND G. KENNEDY
---------------------------------
Name: Raymond G. Kennedy
Title: Executive Vice President
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AVALON CAPITAL LTD.,
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor,
by
/S/ GREGORY STOECKLE
---------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AVALON CAPITAL LTD. 2,
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor,
by
/S/ GREGORY STOECKLE
---------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
THE BANK OF NOVA SCOTIA,
by
/S/ JOHN W. CAMPBELL
---------------------------------
Name: John W. Campbell
Title: Unit Head
BANK POLSKA KASA OPIEKI SA, NEW
YORK BRANCH,
by
/S/ HUSSEIN B. EL-TAWIL
---------------------------------
Name: Hussein B. El-Tawil
Title: Vice President
-11-
BLUE SQUARE FUNDING SERIES 3,
By: Bankers Trust Company, as Trustee,
by
/S/ STEPHEN T. HESSLER
---------------------------------
Name: Stephen T. Hessler
Title: Vice President
BHF (USA) CAPITAL CORPORATION,
by
/S/ CHRISTOPHER J. RIUZZI
---------------------------------
Name: Christopher J. Riuzzi
Title: Vice President
by
/S/ AURELIO ALMONTE
---------------------------------
Name: Aurelio Almonte
Title: Associate
CAPTIVA III FINANCE LTD.
(ACCT 275),
as advised by Pacific Investment
Management Company LLC,
by
/S/ DAVID DYER
---------------------------------
Name: David Dyer
Title: Director
CARLYLE HIGH YIELD PARTNERS II, LTD.,
by
/S/ LINDA M. PACE
---------------------------------
Name: Linda M. Pace
Title: Vice President
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CERES II FINANCE LTD,
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent (Financial),
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
THE CHASE MANHATTAN BANK,
by
/S/ JAMES H. RAMAGE
---------------------------------
Name: James H. Ramage
Title: Managing Director
CITIBANK N.A. as Additional Investment
Manager for and on behalf of FIVE FINANCE
CORPORATION,
by
/S/ MIKE REGAN
---------------------------------
Name: Mike Regan
Title: Vice President
by
/S/ MAURA K, CONNOR
---------------------------------
Name: Maura K. Connor
Title: Vice President
-13-
COLUMBUS LOAN FUNDING, LTD.,
By: Travelers Asset Management
International Company, LLC,
by
/S/ JOHN W. PETCHLER
---------------------------------
Name: John W. Petchler
Title: Second Vice President
CREDIT INDUSTRIEL ET COMMERCIAL,
by
/S/ DJ WILSON
---------------------------------
Name: DJ Wilson
Title: Manager Acquisition
Finance
by
/S/ CT CARPENTER
---------------------------------
Name: CT Carpenter
Title: Manager Structured
Finance
CREDIT LYONNAIS,
by
/S/ ATTILA KOE
---------------------------------
Name: Attila Koe
Title: Senior Vice President
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CREDIT SUISSE FIRST BOSTON,
by
/S/ MARK E. GLEASON
---------------------------------
Name: Mark E. Gleason
Title: Director
by
/S/ JOEL GLODOWSKI
---------------------------------
Name: Joel Glodowski
Title: Managing Director
DELANO COMPANY (ACCT 274),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/S/ RAYMOND G. KENNEDY
---------------------------------
Name: Raymond G. Kennedy
Title: Executive Vice President
EATON VANCE SENIOR INCOME TRUST,
By: Eaton Vance Management as Investment
Advisor,
by
/S/ SCOTT H. PAGE
---------------------------------
Name: Scott H. Page
Title: Vice President
EATON VANCE CDO III, LTD.,
By: Eaton Vance Management as Investment
Advisor,
by
/S/ SCOTT H. PAGE
---------------------------------
Name: Scott H. Page
Title: Vice President
-15-
ELF FUNDING TRUST I,
By: Highland Capital Management, L.P.
as Collateral Manager,
by
/S/ TODD TRAVERS
---------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
ELT LTD.,
by
/S/ ANN E. MORRIS
---------------------------------
Name: Ann E. Morris
Title: Authorized Agent
GALAXY CLO 1999-1, LTD.,
By: SAI Investment Adviser, Inc. its
Collateral Manager,
by
/S/ THOMAS G. BRANDT
---------------------------------
Name: Thomas G. Brandt
Title: Authorized Agent
GENERAL ELECTRIC CAPITAL CORPORATION,
by
/S/ GREGORY L. HONG
---------------------------------
Name: Gregory L. Hong
Title: Duly Authorized Signatory
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GLENEAGLES TRADING LLC,
by
/S/ ANN E. MORRIS
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
JISSEKIKUN FUNDING, LTD.
(ACCT 1288),
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/S/ RAYMOND G. KENNEDY
---------------------------------
Name: Raymond G. Kennedy
Title: Executive Vice President
KATONAH I, LTD.,
by
/S/ RALPH DELLA ROCCA
---------------------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah Capital, L.L.C.
as Manager
KATONAH II, LTD.,
by
/S/ RALPH DELLA ROCCA
---------------------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah Capital, L.L.C.
as Manager
-17-
KZH CNC LLC,
by
/S/ NICHOLAS LUCENTE
---------------------------------
Name: Nicholas Lucente
Title: Authorized Agent
KZH ING-1 LLC,
by
/S/ NICHOLAS LUCENTE
---------------------------------
Name: Nicholas Lucente
Title: Authorized Agent
KZH ING-2 LLC,
by
/S/ NICHOLAS LUCENTE
---------------------------------
Name: Nicholas Lucente
Title: Authorized Agent
KZH ING-3 LLC,
by
/S/ NICHOLAS LUCENTE
---------------------------------
Name: Nicholas Lucente
Title: Authorized Agent
KZH LANGDALE LLC,
by
/S/ NICHOLAS LUCENTE
---------------------------------
Name: Nicholas Lucente
Title: Authorized Agent
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KZH SOLEIL-2 LLC,
by
/S/ NICHOLAS LUCENTE
---------------------------------
Name: Nicholas Lucente
Title: Authorized Agent
MAPLEWOOD (CAYMAN) LIMITED,
by
/S/ MARY ANN MCCARTHY
---------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
David L. Babson & Co.,
Inc. under delegated
authority from MassMutual
Life Insurance Co., as
Investment Manager
MASSACHUSETTS MUTUAL LIFE INSURANCE CO.,
By: David L. Babson & Company, Inc. as
Investment Adviser,
by
/S/ MARY ANN MCCARTHY
---------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
MELLON BANK N.A.,
by
/S/ PETER K. LEE
---------------------------------
Name: Peter K. Lee
Title: Vice President
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MONUMENT CAPITAL LTD.,
By: Alliance Capital Management L.P., as
Investment Manager,
By: Alliance Capital Management
Corporation, as General Partner,
by
/S/ SVERKER JOHANSSON
---------------------------------
Name: Sverker Johansson
Title: Vice President
MUZINICH CASHFLOW CBO, LIMITED,
by
/S/ DANIEL NACCARELLA
---------------------------------
Name: Daniel Naccarella
Title: Attorney-in-Fact
NATEXIS BANQUES POPULAIRES,
by
/S/ GARY KANIA
---------------------------------
Name: Gary Kania
Title: Vice President
by
/S/ FRANK H. MADDEN, JR.
---------------------------------
Name: Frank H. Madden, Jr.
Title: Vice President & Group
Manager
OLYMPIC FUNDING TRUST, SERIES 1999-1,
by
/S/ ANN E. MORRIS
---------------------------------
Name: Ann E. Morris
Title: Authorized Agent
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PAMCO CAYMAN LTD.,
By: Highland Capital Management, L.P. as
Collateral Manager,
by
/S/ TODD TRAVERS
---------------------------------
Name: Todd Travers
Title: Senior Portfolio Manager
SAWGRASS TRADING LLC,
by
/S/ ANN E. MORRIS
---------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO,
By: Boston Management and Research as
Investment Advisor,
by
/S/ SCOTT H. PAGE
---------------------------------
Name: Scott H. Page
Title: Vice President
SEQUILS-ING I (HBDGM), LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager,
by
/S/ JONATHAN DAVID
---------------------------------
Name: Jonathan David
Title: Vice President
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SIMSBURY CLO, LIMITED,
By: David L. Babson & Company, Inc.
under delegated authority from MassMutual
Life Insurance Co. as collateral manager,
by
/S/ MARY ANN MCCARTHY
---------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
SWISS LIFE US RAINBOW LIMITED,
By: ING Capital Advisors LLC, as
Investment Manager,
by
/S/ JONATHAN DAVID
---------------------------------
Name: Jonathan David
Title: Vice President
THE TRAVELERS INSURANCE COMPANY,
by
/S/ JOHN W. PETCHLER
---------------------------------
Name: John W. Petchler
Title: Second Vice President
TRAVELERS CORPORATE LOAN FUND, INC.,
By: Travelers Asset Management
International Company, LLC,
by
/S/ JOHN W. PETCHLER
---------------------------------
Name: John W. Petchler
Title: Second Vice President
-22-
TRITON CDO IV, LIMITED,
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor,
by
/S/ GREGORY STOECKLE
---------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
VAN KAMPEN SENIOR INCOME TRUST,
By: Van Kampen Investment Advisory Corp.,
by
/S/ DARVIN D. PIERCE
---------------------------------
Name: Darvin D. Pierce
Title: Principal
VAN KAMPEN SENIOR FLOATING RATE FUND,
By: Van Kampen Investment Advisory Corp.,
by
/S/ DARVIN D. PIERCE
---------------------------------
Name: Darvin D. Pierce
Title: Principal
VAN KAMPEN PRIME RATE INCOME TRUST,
By: Van Kampen Investment Advisory Corp.,
by
/S/ DARVIN D. PIERCE
---------------------------------
Name: Darvin D. Pierce
Title: Principal
-23-
VAN KAMPEN CLO II, LIMITED,
By: Van Kampen Management Inc., as
Collateral Manager,
by
/S/ DARVIN D. PIERCE
---------------------------------
Name: Darvin D. Pierce
Title: Principal
WINGED FOOT FUNDING TRUST,
by
/S/ ANN E. MORRIS
---------------------------------
Name: Ann E. Morris
Title: Authorized Agent
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