EXHIBIT 10.10
CONFORMED COPY
FOURTH AMENDMENT dated as of
December 6, 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 JPMORGAN CHASE BANK, as
Administrative Agent, Collateral Agent
and Issuing Bank.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have extended and have agreed to extend credit to the Borrower and the LC
Subsidiaries, on the terms and subject to the conditions set forth therein.
B. The Borrower has requested an amendment of the Credit
Agreement as set forth herein.
C. The Required Lenders are willing to agree to such amendment
on 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 it 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)(i) Each of
the following definitions 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, the Second Amendment
dated as of April 25, 2001 to this Agreement, the Third Amendment
dated as of July 10, 2001 to this Agreement, and the Fourth
Amendment dated as of November 30, 2001, to this Agreement, plus
any other fees, costs and expenses incurred in connection with
such amendments, including, but not limited to, attorneys' fees,
PROVIDED that the aggregate amount of the
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"Amendment Fees" for purposes of the calculations referred to in
Sections 7.11 and 7.12 shall not exceed $7 million.
"INTERCOMPANY REVOLVING LOAN" shall mean a loan made by
the Borrower to an Intercompany Borrower in accordance with the
provisions of Section 3.01(b) or made or arising in the
Realignment Transactions.
"INTERCOMPANY TERM LOAN" shall mean a loan made by the
Borrower to an Intercompany Borrower in accordance with the
provisions of Section 3.01(a) or made or arising in the
Realignment Transactions.
"REALIGNMENT TRANSACTIONS" shall mean the transactions
specified on Schedule 10.15, as modified in accordance with the
penultimate sentence of Section 10.15.
(ii) Section 1.01 of the Credit Agreement is hereby amended by
adding thereto, in the appropriate alphabetical order the following
definition:
"CASH FLOW NOTES" shall mean Indebtedness of UCAR S.A. (a)
owed to any Foreign Subsidiary; (b) incurred under Section III.1
of Schedule 10.15 or incurred thereafter for the purpose of
advancing cash from such Foreign Subsidiary to UCAR, Global, the
Borrower or another Wholly Owned Domestic Subsidiary; (c)
subordinated to the payment in full of all obligations of UCAR
S.A. in respect of its Intercompany Loans; and (d) limited in
recourse to the assets of UCAR S.A. other than the Capital Stock
of the Subsidiaries owned by UCAR S.A.
(b) The definition of "INTERCOMPANY BORROWERS" is hereby amended
by deleting the reference therein to "UCAR Electrodos S.l." and
replacing it with a reference to "UCAR Electrodos II, S.L., EMSA (Pty)
Limited, UCAR Carbon Mexicana S.A. de C.V. and each other Wholly Owned
Subsidiary that borrows, incurs, assumes or otherwise becomes the
obligor in respect of any Intercompany Revolving Loan or Intercompany
Term Loan as a result of any Realignment Transaction".
(c) The definition of "PREPAYMENT EVENT" is hereby amended by
adding after the reference to "Section 7.01" contained in clause (d)
thereof the phrase "(other than clauses (xiii) and (xiv) of 7.01(a))".
(d) Section 2.10(c) of the Credit Agreement is hereby amended by
inserting after the reference to "60%" in clause (ii) of the
parenthetical contained therein the phrase "or (iii) in the case of that
portion of Indebtedness incurred under Section 7.01(a)(xiv) that is
referred to in clause (B) of the proviso thereto, 50%".
(e) Section 3.03(b) of the Credit Agreement is hereby amended by
adding at the end of clause (i) thereof the phrase "and up to
$40,000,000 of the Intercompany Term Loans of each of EMSA (Pty) Limited
and UCAR Carbon Mexicana S.A. de C.V. may be prepaid with the proceeds
of unsecured Indebtedness incurred by such Intercompany
3
Borrower in its jurisdiction of organization if all the Net Proceeds of
such prepayment of Intercompany Term Loans are applied by the Borrower
to prepay Term Borrowings in accordance with Section 2.10(c)"; and by
adding at the beginning of clause (ii) thereof the phrase "in addition
to prepayments otherwise permitted by clause (i) or (iii) of this
Section 3.03 (b)".
(f) Section 7.01(a) of the Credit Agreement is hereby amended by
renumbering the last clause thereof "(xv)" rather than "(xiii)";
changing the reference in such new clause (xv) from "(xii)" to "(xiv)";
deleting the "and" at the end of clause (xii) thereof; and inserting
between such clause (xii) and new clause (xv) the following new clauses:
(xiii) unsecured Indebtedness of EMSA (Pty) Limited or
UCAR Carbon Mexicana S.A. de C.V. in an aggregate principal
amount for each not to exceed $40,000,000, PROVIDED that such
Indebtedness is borrowed from lenders in the jurisdiction of
organization of such Intercompany Borrower and that all the Net
Proceeds thereof are applied by such Intercompany Borrower to
prepay Intercompany Term Loans, and by the Borrower to prepay
Term Loans, in accordance with Section 2.10(c);
(xiv) unsecured Indebtedness of the Borrower not
guaranteed by any person other than UCAR and Global in an
aggregate principal amount not to exceed $300,000,000, and any
unsecured Guarantee by UCAR or Global of such Indebtedness,
PROVIDED that (A) 100% of the Net Proceeds of the first
$200,000,000 aggregate principal amount thereof, and (B) 50% of
the Net Proceeds of the next $100,000,000 aggregate principal
amount thereof, shall be applied to prepay Term Loans in
accordance with Section 2.10(c); and
(g) Section 7.06(a) of the Credit Agreement is hereby amended by
deleting the phrase "Loan Party" immediately before the parenthetical
contained therein.
(h) Section 7.11 of the Credit Agreement is hereby amended by
adding at the end of the proviso thereto the following proviso:
"; PROVIDED FURTHER HOWEVER, that for purposes of calculating the
Interest Coverage Ratio to determine compliance with this
Section, (A) to the extent that any amount of the Amendment Fees
is deducted in determining 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, and (B) Cash Interest Expense shall not include any
amounts attributable to Indebtedness incurred to finance the
Amendment Fees."
(i) Section 7.12 of the Credit Agreement is hereby amended by
adding at the end of the proviso thereto the following proviso:
4
"; PROVIDED FURTHER HOWEVER, that for purposes of calculating the
Leverage Ratio to determine compliance with this Section, (A) to
the extent that any amount of the Amendment Fees is deducted in
determining 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,
and (B) Net Debt shall not include Indebtedness incurred to
finance the Amendment Fees."
(j) Article VII is hereby amended by adding at the end thereof
the following new Section 7.14:
"SECTION 7.14. UCAR S.A. Notwithstanding any provision to
the contrary contained in this Agreement, UCAR S.A. shall not,
without the prior written consent of the Administrative Agent (a)
transfer to any Subsidiary (other than a Wholly Owned Subsidiary
that is a Loan Party) any Capital Stock of any Subsidiary
acquired by it in connection with the Realignment Transactions or
(b) incur, create, assume or otherwise become liable for or
permit to exist any Indebtedness of UCAR S.A., other than
Indebtedness incurred under Section 7.01(a)(i), (ii), (iii),
(iv), (v), (vii), (viii), (x), (xii)(B) or (xv); PROVIDED that
(x) any Indebtedness incurred under such clause (iii), (iv) or
(vii) shall have been incurred solely to finance or support the
operations of UCAR S.A. (and not the operations of any of its
Affiliates), (y) the aggregate amount at any time outstanding of
Indebtedness incurred under such clause (vii) shall not exceed
SFr5,000,000 and (z) any Indebtedness incurred by UCAR S.A. under
such clause (v) shall constitute a Cash Flow Note. UCAR, Global
and the Borrower shall use their best efforts, consistent with
optimizing their tax position, to minimize the aggregate
principal amount of Cash Flow Notes outstanding at any time.
(k) The Credit Agreement is hereby amended by adding at the end
thereof the following new Section 10.15 and adding to the Schedules to
the Credit Agreement new Schedule 10.15 in the form attached hereto:
"SECTION 10.15. BUSINESS REALIGNMENT. Notwithstanding any
provision of this Agreement to the contrary, the Loan Parties are
expressly permitted to consummate the transactions set forth on
Schedule 10.15 hereto, PROVIDED that (a) the Loan Parties shall
on or prior to the consummation of any Realignment Transaction
have (i) executed and delivered to the Collateral Agent a
reaffirmation agreement satisfactory in form and scope to the
Collateral Agent, reaffirming the security interests and
guarantees not required to be released in connection with the
Realignment Transactions and confirming the obligations of the
Loan Parties to provide additional collateral and other further
assurances contemplated by the Loan Documents, (ii) delivered a
completed Perfection Certificate giving effect to the Realignment
5
Transactions to be consummated, (iii) taken, or arranged for the
taking of, all actions required or reasonably requested by the
Collateral Agent to satisfy the Collateral and Guarantee
Requirement after giving effect to the Realignment Transactions
to be consummated and (iv) delivered such legal opinions and
evidence of authority as the Collateral Agent shall have
reasonably requested, all in form and scope satisfactory to the
Collateral Agent, and (b) substantially all the Realignment
Transactions shall (subject to the next succeeding sentence) be
consummated on or prior to December 31, 2001, PROVIDED that those
set forth in Sections III.4 and III.5 of Schedule 10.15 may be
consummated at a later time subject to the conditions set forth
in clauses (a) and (b) of this proviso insofar as they apply to
such deferred Realignment Transactions and the parties thereto.
The Agents are hereby directed and authorized to take such action
and execute such documents as the Borrower may reasonably
request, at the Borrower's sole expense, including the release of
any Lien or the consent to any transfer of any asset subject to
any Lien, to facilitate or permit the Realignment Transactions.
It is understood that the Realignment Transactions may be
modified with the prior written consent of the Administrative
Agent to eliminate or alter particular transactions set forth on
Schedule 10.15 or to include transactions not set forth on
Schedule 10.15, PROVIDED, that no such changes shall, in the
judgment of the Collateral Agent, taken together with any other
changes, (i) reduce the benefit to the Lenders of the Collateral
and the Guarantees, taken as a whole, in any material respect
from that anticipated after giving effect to the Realignment
Transactions as described on Schedule 10.15 or (ii) otherwise be
adverse in any material respect to the rights or interests of the
Lenders. In making any determination referred to in the proviso
to the immediately preceding sentence, the Administrative Agent
may if it deems appropriate, but shall not be required to,
communicate any proposed modifications to the Realignment
Transactions to the Lenders prior to its consent thereto, and
shall be entitled, in the absence of any contrary communication
received from any Lender within a reasonable period of time
specified in such communication, to assume that such Lender
agrees that the proposed modification will satisfy the standards
set forth in clauses (i) and (ii) of such proviso."
(l) All references in the Credit Agreement to "Graph-Tech Inc."
shall be changed to references to "Graftech Technology Company Inc."
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each of UCAR, Global
and the Borrower represents and warrants to each Lender 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.
SECTION 3. EFFECTIVENESS. This Amendment shall become effective
as of the date first written above on the date (the "AMENDMENT EFFECTIVE DATE")
on which the
6
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.
SECTION 4. AMENDMENT FEE. The Borrower agrees to pay to each
Lender that executes and delivers to the Administrative Agent (or its counsel) a
copy of this Amendment at or prior to 5:00 p.m., New York City time, on December
6, 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 on the Amendment
Effective Date to each Lender entitled to receive such fee as determined
pursuant to this Section 4.
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 PAGES FOLLOW]
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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/ CORRADO DEGASPERIS
----------------------
Name: Corrado DeGasperis
Title:
UCAR GLOBAL ENTERPRISES INC.,
By: /S/ CORRADO DeGasperis
----------------------
Name: Corrado DeGasperis
Title:
UCAR FINANCE INC.,
By: /S/ CORRADO DEGASPERIS
----------------------
Name: Corrado DeGasperis
Title:
JPMORGAN CHASE BANK, as a Lender, and as
Administrative Agent, Collateral Agent and
Issuing Bank,
By: /S/ JAMES RAMAGE
----------------
Name: James Ramage
Title: Managing Director
8
Signature Page to Fourth Amendment to UCAR Finance Inc. Credit Agreement.
CREDIT SUISSE FIRST BOSTON
By: /S/ MARK E. GLEASON
--------------------
Name: Mark E. Gleason
Title: Director
By: /S/ JOHN D. LEWIS
-----------------
Name: John D. Lewis
Title: Associate
BANK OF AMERICA, N.A.
By: /S/ H. LEONARD NORMAN
----------------------
Name: H. Leonard Norman
Title: Managing Director
FLEET NATIONAL BANK
By: /S/ IRENE BERTOZZI BARTENSTEIN
-------------------------------
Name: Irene Bertozzi Bartenstein
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /S/ TODD MELLER
----------------
Name: Todd Meller
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /S/ ROBERT BROWN
-----------------
Name: Robert Brown
Title: Vice President
9
ABN AMRO BANK N.V.
By: /S/ JAMES S. KREITLER
----------------------
Name: James S. Kreitler
Title: Group Vice President
By: /S/ CRAIG W. TRAUTWEIN
----------------------
Name: Craig W. Trautwein
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ ATTILA KOC
---------------
Name: Attila Koc
Title: Senior Vice President
MELLON BANK, N.A.
By: /S/ JOHN R. COOPER
------------------
Name: John R. Cooper
Title: Vice President
CREDIT INDUSTRIEL ET COMMERCIAL
By: /S/ GARY GEORGE
----------------
Name: Gary George
Title: Manager
By: /S/ TIM HUBAND
---------------
Name: Time Huband
Title: Manager
GENERAL ELECTRIC CAPITAL CORPORATION
By: /S/ GREGORY HONG
----------------
Name: Gregory Hong
Title: Duly Authorized Signatory
10
THE BANK OF NEW YORK
By: /S/ STEVEN CAVALUZZO
--------------------
Name: Steven Cavaluzzo
Title: Vice President
PNC BANK NATIONAL ASSOCIATION
By: /S/ LOUIS K. MCLINDEN, JR.
---------------------------
Name: Louis K. McLinded, Jr.
Title: Vice President
CIBC WORLD MARKETS PLC
By: /S/ JANE CURRY
--------------
Name: Jane Curry
Title: Associate
THE FUJI BANK, LIMITED
By: /S/ JOHN DOYLE
--------------
Name: John Doyle
Title: Vice President and Manager
PB CAPITAL CORPORATION
By: /S/ RONNI J. LEOPOLD
--------------------
Name: Ronnie J. Leopold
Title: Vice President
By: /S/ AURELIO ALMONTE
-------------------
Name: Aurelio Almonte
Title: Associate
11
NATIEXIS BANQUES POPULAIRES
By: /S/ FRANK H. MADDEN
-------------------
Name: Frank H. Madden
Title: Vice President & Group Manager
By: /S/ HARRIS FROMMER
------------------
Name: Harris Frommer
Title: Assistant Vice President
BANK PEKAO SA
By: /S/ HUSSEIN B. EL-TAWIL
-----------------------
Name: Hussein B. El-Tawil
Title: 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/ SVERKER JOHANSSON
---------------------
Name: Sverker Johansson
Title: Vice President
AIMCO CDO SERIES 2000-A
By: /S/
---
Name:
Title:
By: /S/
---
Name:
Title: Authorized Signatory
12
ALLSTATE LIFE INSURANCE COMPANY
By: /S/
---
Name:
Title:
By: /S/
---
Name:
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 Agent
By: /S/ DAVID P. MEYER
------------------
Name: David P. Meyer
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
13
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
Sankaty Adivsors, Inc., as Collateral
Manager for BRANT POINT CBO 1999-1 LTD.,
as Term Lender
By: /S/ DIANE J. EXTER
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty Adivsors, Inc., as Collateral
Manager for GREAT POINT CLO 1999-1 LTD.,
as Term Lender
By: /S/ DIANE J. EXTER
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SANKATY HIGH YIELD ASSET PERTNERS, L.P.
By: /S/ DIANE J. EXTER
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /S/ DIANE J. EXTER
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
14
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /S/ DIANE J. EXTER
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
HARBOUR TOWN FINDING TRUST
By: /S/ANN E. MORRIS
----------------
Name: Ann E. Morris
Title: Authorized Agent
APEX (TRIMARAN) CDO I, LTD.
By Trimaran Advisors, L.L.C.
By: /S/ DEAN T. CRIARES
-------------------
Name: Dan T. Criares
Title: Managing Director
SAWGRASS TRADING LLC
By: /S/ DIANA L. MUSHILL
----------------------
Name: Diana L. Mushill
Title: Assistant Vice President
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /S/ LINDA M. PACE
-------------------
Name: Linda M. Pace
Title: Vice President
15
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /S/ LINDA M. PACE
-------------------
Name: Linda M. Pace
Title: Vice President
CARLYLE HIGH YIELD PARTNERS, L.P.
By: /S/ LINDA M. PACE
-----------------
Name: Linda M. Pace
Title: Vice President
KZH CNC LLC
By: /S/ SUSAN LEE
-------------
Name: Susan Lee
Title: Authorized Agent
WINGED FOOT FUNDING TRUST
By: /S/ ANN E. MORRIS
-------------------
Name: Ann E. Morris
Title: Authorized Agent
EATON VANCE CDO III, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /S/ PAYSON F. SWAFFIELD
-------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
As Investment Advisor
By: /S/ PAYSON F. SWAFFIELD
-----------------------
Name: Payson F. Swaffield
Title: Vice President
16
GRAYSON & CO.
By: Boston Management and Research
As Investment Advisor
By: /S/ PAYSON F. SWAFFIELD
-----------------------
Name: Payson F. Swaffield
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
As Investment Advisor
By: /S/ PAYSON F. SWAFFIELD
-----------------------
Name: Payson F. Swaffield
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /S/ GREGORY HONG
----------------
Name: Gregory Hong
Title: Duly Authorized Signatory
BLUE SQUARE FUNDING SERIES 3
By: Bankers Trust Company, as Trustee
By: /S/ SUSAN ANDERSON
------------------
Name: Susan Anderson
Title: Assistant Vice President
ELF FUNDING CAPITAL MANAGEMENT, L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /S/ MARK K. OKADA, CFA
-----------------------
Name: Mark K. Okada
Title: Executive Vice President
17
GLENEAGLES TRADING LLC
By: /S/ DIANA L. MUSHILL
--------------------
Name: Diana L. Mushill
Title: Assistant Vice President
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /S/ MARK K. OKADA
-----------------
Name: Mark K. Okada
Title: Executive Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
By: /S/ ANDREW BRADY
----------------
Name: Andrew Brady
Title: Vice President
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: /S/ GORDON R. COOK
------------------
Name: Gordon R. Cook
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: /S/ GORDON R. COOK
------------------
Name: Gordon R. Cook
Title: Vice President
18
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
As Collateral Manager
By: /S/ GORDON R. COOK
------------------
Name: Gordon R. Cook
Title: Vice President
SWISS LIFE US RAINBOW LIMITED
By: ING Capital Advisors LLC,
As Collateral Manager
By: /S/ GORDON R. COOK
------------------
Name: Gordon R. Cook
Title: Vice President
KZH ING - 1 LLC
By: /S/ SUSAN LEE
-------------
Name: Susan Lee
Title: Authorized Agent
KZH ING - 2 LLC
By: /S/ SUSAN LEE
-------------
Name: Susan Lee
Title: Authorized Agent
KZH ING - 3 LLC
By: /S/ SUSAN LEE
-------------
Name: Susan Lee
Title: Authorized Agent
19
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
BY: GREGORY STOCKLE
-------------------
Name: Gregory Stockle
Title: Authorized Signatory
AMARA 2 FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
BY: GREGORY STOCKLE
-------------------
Name: Gregory Stockle
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
BY: GREGORY STOCKLE
Name: Gregory Stockle
---------------------
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
BY: GREGORY STOCKLE
Name: Gregory Stockle
---------------------
Title: Authorized Signatory
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
BY: GREGORY STOCKLE
Name: Gregory Stockle
---------------------
Title: Authorized Signatory
20
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
BY: GREGORY STOCKLE
-------------------
Name: Gregory Stockle
Title: Authorized Signatory
TRITON CDO IV, LIMITED
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
BY: GREGORY STOCKLE
-------------------
Name: Gregory Stockle
Title: Authorized Signatory
KATONAH I, LTD.
By: /S/ RALPH DELLA ROCCA
---------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah LLC as Manager
KATONAH II, LTD.
By: /S/ RALPH DELLA ROCCA
---------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah LLC as Manager
MAPLEWOOD (CAYMAN) LTD.
By: Mass Mutual Life Insurance Co.
As Investment Manager
By: /S/ STEVEN J. KATZ
------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
21
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /S/ STEVEN J. KATZ
------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
SIMSBURY CLO, LTD.
By: Mass Mutual Life Insurance Co.
As Collateral Manager
By: /S/ STEVEN J. KATZ
------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
MOUNTAIN CAPITAL CLO II LTD.
By: /S/ CHRIS SIDDONS
-----------------
Name: Chris Siddons
Title: Director
MUZINICH CASHFLOW CBO LTD.
By: /S/ DANIEL NACCARELLA
---------------------
Name: Daniel Naccarella
Title: Authorized Signatory
ADDISON CDO, LIMITED (ACCT 1279)
BY: Pacific Investment Management Company
LLC, as its Investment Advisor
By: /S/ MOHAN V. PHANSALKAR
-----------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
22
ATHENA CDO, LIMITED (ACCT 1277)
BY: Pacific Investment Management Company
LLC, as its Investment Advisor
By: /S/ MOHAN V. PHANSALKAR
-----------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
BEDFORD CDO, LIMITED (ACCT 1276)
BY: Pacific Investment Management Company
LLC, as its Investment Advisor
By: /S/ MOHAN V. PHANSALKAR
-----------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
CAPTIVA III FINANCE LTD. (ACCT 275),
As Advised by Pacific Investment
Management Company LLC
By: /S/ DAVID DYER
--------------
Name: David Dyer
Title: Director
DELANO COMPANY (ACCT 274)
BY: Pacific Investment Management Company
LLC, as its Investment Advisor
By: /S/ MOHAN V. PHANSALKAR
-----------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
JISSEKIKUN FUNDING, LTD. (ACCT 1228)
BY: Pacific Investment Management Company
LLC, as its Investment Advisor
By: /S/ MOHAN V. PHANSALKAR
-----------------------
Name: Mohan V. Phansalkar
Title: Executive Vice President
23
JACKSON NATIONAL LIFE INSURANCE COMPANY
By: PPM America, Inc., as Attorney-in-Fact
By: /S/ JOHN WALDING
----------------
Name: John Walding
Title: Senior Managind Director
PPM SPYGLASS FUNDING TRUST
By: /S/ ANN E. MORRIS
-----------------
Name: Ann E. Morris
Title: Authorized Agent
KZH RIVERSIDE LLC
By: /S/ SUSAN LEE
-------------
Name: Susan Lee
Title: Authorized Agent
SCUDDER FLOATING RATE FUND
By: /S/ KENNETH WEBER
-----------------
Name: Kenneth Weber
Title: Senior Vice President
STANFIELD CLO LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /S/ CHRISTOPHER A. BONDY
------------------------
Name: Christopher A. Bondy
Title: Partner
24
STANFIELD/RMF TRANSATLANTIC CDO LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /S/ CHRISTOPHER A. BONDY
------------------------
Name: Christopher A. Bondy
Title: Partner
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: Senior Vice President & Portfolio
Manager
SRF 2000 LLC
By: /S/ DIANA MUSHILL
-----------------
Name: Diana Mushill
Title: Assistant Vice President
SRF TRADING, INC.
By: /S/ DIANA MUSHILL
-----------------
Name: Diana Mushill
Title: Assistant Vice President
STEIN ROE & FARNHAM CLO I LTD.
By: Stein Roe & Farnham Incorporated, as
Portfolio Manager
By: /S/ JAMES R. FELLOWS
--------------------
Name: James R. Fellows
Title: Senior Vice President & Portfolio
Manager
25
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
GALAXY CLO 1999-1, LTD.
By: SAI Investment Advisor, Inc.
Its Collateral Manager
By: /S/ STEVEN OH
--------------
Name: Steven Oh
Title: Authorized Agent
KZH SOLIEL - 2 LLC
By: /s/ Susan Lee
Name: Susan Lee
Title: Authorized Agent
TORONTO DOMINION (NEW YORK), INC.
By: /S/ STACEY MALEK
----------------
Name: Stacey Malek
Title: Vice President
VAN KAMPEN CLO II, LIMITED
By: Van Kampen Management Inc.
As Collateral Manager
By: /S/ DARVIN D. PIERCE
--------------------
Name: Darvin D. Pierce
Title: Executive Director
26
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /S/ DARVIN D. PIERCE
--------------------
Name: Darvin D. Pierce
Title: Executive Director
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /S/ DARVIN D. PIERCE
--------------------
Name: Darvin D. Pierce
Title: Executive Director
VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory Corp.
By: /S/ DARVIN D. PIERCE
--------------------
Name: Darvin D. Pierce
Title: Executive Director