Exhibit 99.1
CONFORMED AS EXECUTED
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of October 31,
2002, among EXTENDED STAY AMERICA, INC., a Delaware corporation (the
"Borrower"), the Lenders party to the Credit Agreement referred to below (the
"Lenders"), MORGAN STANLEY SENIOR FUNDING, INC., as Sole Lead Arranger and Sole
Book Runner (in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE
LENDING INC. and FLEET NATIONAL BANK, as Co-Syndication Agents (in each
capacity, the "Co-Syndication Agents"), and THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Administrative Agent (the "Administrative Agent"). All capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders, the Lead Arranger, the
Co-Syndication Agents and the Administrative Agent are parties to a Credit
Agreement, dated as of July 24, 2001 (as amended, modified or supplemented to
the date hereof, the "Credit Agreement"); and
WHEREAS, the Borrower has requested the Lenders to amend, and the
Lenders have agreed to amend, certain provisions of the Credit Agreement on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 1.09 of the Credit Agreement is hereby amended by
restating the proviso contained in clause (iv) thereof as follows:
"provided, however, that if any Interest Period for a
Eurodollar Loan would otherwise expire on a day which is not a
Business Day but (x) is in respect of any Borrowing for which a
Scheduled Repayment therefore is required to be made on the next
preceding Business Day pursuant to Section 4.03 or (y) is a day
of the month after which no further Business Day occurs in such
month, such Interest Period shall, in the case of clause (x) and
(y) above, expire on the next preceding Business Day";
2. Section 4.03 of the Credit Agreement is hereby amended by
restating the second sentence appearing in said Section as follows:
"Whenever any payments to be made hereunder or under any
Note shall be stated to be due on a day which is not a Business
Day, the due date thereof shall be (x) with respect to all
Scheduled Repayments (and Interest Periods that would otherwise
end on a date for a Scheduled Repayment under Section 4.02(b)
which is not a Business Day), the preceding Business Day and (y)
with respect to all payments other than Scheduled Repayments,
extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the
applicable rate during such extension.".
3. Section 9.09 of the Credit Agreement is hereby amended by
deleting the table appearing therein and inserting the following new table in
lieu thereof:
"Period Ratio
October 31, 2002 to March 31, 2003 5.25:1.00
April 1, 2003 to March 31, 2004 5.00:1.00
April 1, 2004 to June 30, 2004 4.75:1.00
July 1, 2004 and thereafter 4.50:1.00".
4. The definition of "Applicable Margin" appearing in Section
11.01 of the Credit Agreement is hereby amended by deleting the date "April 1,
2003" in each place such date appears in said definition and inserting the date
"July 1, 2004" in lieu thereof.
5. The definition of "Consolidated EBIT" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the following new
clause (s) immediately preceding clause (t) appearing in said definition:
"(s) non-cash expenses incurred during such period in connection
with stock-based compensation plans of the Borrower and its Subsidiaries;
provided that to the extent such non-cash expenses are paid in cash in any
subsequent period, such cash payments will reduce Consolidated Net Income for
such subsequent period,".
6. In order to induce the Lenders to enter into this Amendment,
the Borrower hereby represents and warrants that (i) the representations and
warranties contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the Second Amendment Effective Date (as
defined below), both before and after giving effect to this Amendment (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date), and (ii) there exists no
Default or Event of Default on the Second Amendment Effective Date, both before
and after giving effect to this Amendment.
7. In order to further induce the Lenders to enter into this
Amendment, the Borrower hereby agrees that on the Second Amendment Effective
Date it shall pay to each Lender which executes and delivers to the
Administrative Agent a counterpart of this Amendment on or before 5:00 p.m. (New
York City time) on the Second Amendment Effective Date, an amendment fee (the
"Amendment Fee") equal to the product of (i) 0.125% multiplied by (ii) the sum
of such Lender's outstanding Term Loans plus its Revolving Loan Commitment, in
each case on October 31, 2002.
8. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
9. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
10. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
11. This Amendment shall become effective as of October 31, 2002
(the "Second Amendment Effective Date"); provided that (i) the Borrower and the
Required Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office on or
prior to
-2-
such date and (ii) the Borrower shall have paid the Amendment Fee to the
applicable Lenders on or prior to such date and on or prior to the time set
forth in Section 7 of this Amendment.
12. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
-3-
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
EXTENDED STAY AMERICA, INC.
By: /s/ Gregory Moxley
---------------------------------------
Title: Chief Financial Officer
MORGAN STANLEY SENIOR FUNDING, INC.
By: /s/ Todd Vannucci
------------------------------------------
Title: Executive Director
ALLIED IRISH BANK PLC
By: /s/ John Farrace
------------------------------------------
Title: Senior Vice President
By: /s/ Rima Terradista
------------------------------------------
Title: Senior 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
------------------------------------------
Title: Assistant Vice President
MONUMENT CAPITAL LTD.
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ Nantha Suppiah
------------------------------------------
Title: Assistant Vice President
IDS LIFE INSURANCE COMPANY
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Steven B. Staver
------------------------------------------
Title: Managing Director
AMERICAN EXPRESS CERTIFICATE COMPANY
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Steven B. Staver
------------------------------------------
Title: Managing Director
CENTURION CDO II, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Steven B. Staver
-------------------------------------------
Title: Managing Director
SEQUILS - CENTURION V, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Steven B. Staver
-------------------------------------------
Title: Managing Director
CENTURION CDO III, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Steven B. Staver
-------------------------------------------
Title: Managing Director
CENTURION CDO VI, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Steven B. Staver
-------------------------------------------
Title: Managing Director
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ David M. Millison
-------------------------------------------
Title: Managing Director
Sankaty Advisor, LLC as Collateral Manager for
CASTLE HILL I- INGOTS, Ltd., as Term Lender
By: /s/ Diane J. Exter
-------------------------------------------
Title: Managing Director
Portfolio Manager
Sankaty Advisor, LLC as Collateral Manager for
GREAT POINT CLO 1999-1, as Term Lender
By: /s/ Diane J. Exter
-------------------------------------------
Title: Managing Director
Portfolio Manager
Sankaty Advisor, LLC as Collateral Manager for
RACE POINT CLO, LIMITED, as Term Lender
By: /s/ Diane J. Exter
-------------------------------------------
Title: Managing Director
Portfolio Manager
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ Diane J. Exter
-------------------------------------------
Title: Managing Director
Portfolio Manager
BANK OF AMERICA
By: /s/ Ansel McDowell
-------------------------------------------
Title: Principal
RIVIERA FUNDING LLC
By: /s/ Diana L. Mushill
-------------------------------------------
Title: Assistant Vice President
SAWGRASS TRADING LLC
By: /s/ Diana L. Mushill
-------------------------------------------
Title: Assistant Vice President
SRV - HIGHLAND, INC.
By: /s/ Diana L. Mushill
-------------------------------------------
Title: Assistant Vice President
ELT LTD.
By: /s/ Diana L. Mushill
-------------------------------------------
Title: Assistant Vice President
MUIRFIELD TRADING LLC
By: /s/ Diana L. Mushill
-------------------------------------------
Title: Assistant Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Diana L. Mushill
-------------------------------------------
Title: Assistant Vice President
LAGUNA FUNDING TRUST
By: /s/ Diana L. Mushill
--------------------------------------------
Title: Assistant Vice President
HARBOUR TOWN FUNDING TRUST
By: /s/ Ann E. Morris
--------------------------------------------
Title: Authorized Agent
HARBOUR TOWN FUNDING LLC
By: /s/ Ann E. Morris
--------------------------------------------
Title: Assistant Vice President
VENTURE CDO 2002, LIMITED
By: its investment advisor, Barclays
Capital Asset Management Limited,
By: its sub-advisor, Barchays Bank PLC,
New York Branch
By: /s/ Michael G. Regan
--------------------------------------------
Title: Director
BEAR STEARNS CORPORATE LENDING INC.
By: /s/ Victor Bulzacchelli
--------------------------------------------
Title: Authorized Signatory
BEAR STEARNS INVESTMENT PRODUCTS INC.
By: /s/ Keith Barnish
--------------------------------------------
Title: Authorized Signatory
BLACK DIAMOND CLO 2000-1 LTD.
By: /s/ Alan Corkish
--------------------------------------------
Title: Director
SIERRA CLO I
By: /s/ John M. Casparian
--------------------------------------------
Title: Chief Operating Officer
Certre Pacific, Manager
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Stephanie E. DeVane
---------------------------------------
Title: Authorized Signatory
CHANG HWA COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By: /s/ Ming-Hsien Lin
---------------------------------------
Title: VP & General Manager
CHEVY CHASE BANK
By: /s/ Dory Halati
---------------------------------------
Title: Vice President
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Marcus Edward
---------------------------------------
Title: Vice President
By: /s/ Sean Mounier
---------------------------------------
Title: First Vice President
CSAM FUNDING I
By: /s/ Andrew H. Marshak
---------------------------------------
Title: Authorized Signatory
CSAM FUNDING II
By: /s/ Andrew H. Marshak
---------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ Andrew H. Marshak
---------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ Andrew H. Marshak
---------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ Andrew H. Marshak
-----------------------------------------------
Title: Authorized Signatory
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance
Company as Portfolio Manager
By: /s/ Jeff Megar
-----------------------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By: Cypresstree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Jeff Megar
-----------------------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: Cypresstree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Jeff Megar
-----------------------------------------------
Title:
David L. Babson & Company
as Collateral Manager for:
ELC (CAYMAN) LTD. 1999-II
By: /s/ John W. Stelwagon
-----------------------------------------------
Title: Managing Director
David L. Babson & Company
as Collateral Manager for:
ELC (CAYMAN) LTD. 2000-I
By: /s/ John W. Stelwagon
-----------------------------------------------
Title: Managing Director
SEQUILS- CUMBERLAND I, LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Dale Burrow
-------------------------------------------
Title: Senior Vice President
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Dale Burrow
-------------------------------------------
Title: Senior Vice President
BRYN BAWR CLO, LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
By: /s/ Dale Burrow
-------------------------------------------
Title: Senior Vice President
BLUE SQUARE FUNDING SERIES 3
By: Deutsche Bank Trust Company Americas
By: /s/ Jennifer Bohannon
-------------------------------------------
Title: Assistant Vice President
EMERALD ORCHARD LIMITED
By: /s/ Gwen Zirkle
-------------------------------------------
Title: Attorney In Fact
EXCEL BANK MINNESOTA
By: /s/ Natalia Armitage
-------------------------------------------
Title: Vice President
FLEET NATIONAL BANK
By: /s/ James B. McLaughlin
-------------------------------------------
Title: Director
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Kevin Kearns
-------------------------------------------
Title: Managing Director
FOUR CORNERS CAPITAL MONDRIAN CDO I LTD.
By: Four Corners Capital Management LLC
as Collateral Manager
By: /s/ Jennifer Bohannon
-----------------------------------------------
Title: Assistant Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Gregory Hong
-----------------------------------------------
Title: Duly Authorized Signatory
HARCH CLO I, LTD.
By: /s/ Michael E. Lewitt
-----------------------------------------------
Title: Authorized Signatory
FOUR CORNERS CAPITAL MONDRIAN CDO I LTD.
By: Four Corners Capital Management LLC
as Collateral Manager
By: /s/ Wade T. Winter, CFA
-----------------------------------------------
Title: Senior Vice President &
Portfolio Manager
HIGHLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Louis Kowen
-----------------------------------------------
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
RESTORATION FUNDING CLO, LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Louis Kowen
-----------------------------------------------
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
By: Highland Capital Management, L.P.
as Authorized Representatives of the Board
By: /s/ Louis Kowen
--------------------------------------------------
Title: Executive Vice President-CFO
Highland Capital Management, L.P.
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
HVB Credit Advisors, LLC
By: /s/ Arika Lakhmi
--------------------------------------------------
Title: Associate Director
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Jack C. Henry
--------------------------------------------------
Title: Principal
KZH STERLING LLC
By: /s/ Joyce Fraser-Bryant
--------------------------------------------------
Title: Authorized Agent
KZH RIVERDALE LLC
By: /s/ Joyce Fraser-Bryant
--------------------------------------------------
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Joyce Fraser-Bryant
--------------------------------------------------
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ Joyce Fraser-Bryant
--------------------------------------------------
Title: Authorized Agent
KZH PAMCO LLC
By: /s/ Joyce Fraser-Bryant
--------------------------------------------------
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By: /s/ Joyce Fraser-Bryant
----------------------------------------------
Title: Authorized Agent
KZH PONDVIEW LLC
By: /s/ Joyce Fraser-Bryant
----------------------------------------------
Title: Authorized Agent
KZH WATERSIDE LLC
By: /s/ Joyce Fraser-Bryant
----------------------------------------------
Title: Authorized Agent
LAND BANK OF TAIWAN
By: /s/ Mayer Chen
----------------------------------------------
Title: SVP & General Manager
LANDESBANK SCHLEWWIG-HOLSTEIN GIROZENTRALE
By: /s/ Frank Drews
----------------------------------------------
Title: Vice President
By: /s/ Britte Gramsch
----------------------------------------------
Title: Assistant Vice President
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
as Attorney-in-Fact
By: /s/ Farboud Tavanger
----------------------------------------------
Title: Senior Portfolio Manager
Lyon Capital Management LLC
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Kevin B. Quinn
----------------------------------------------
Title: Vice President
MIZUHO CORPORATE BANK
By: /s/ Roy Tanfield
----------------------------------------------
Title: Senior Vice President
RZB FINANCE LLC
By: /s/ John A. Vallska
------------------------------------------------
Title: Group Vice President
By: /s/ Christoph Hoedl
------------------------------------------------
Title: Vice President
SCUDDER FLOATING RATE FUND
By: /s/ Kenneth Weber
------------------------------------------------
Title: Senior Vice President
STANFIELD CARRERA CLO, LTD.
By: Stanfield Capital Partners LLC
as its interim Asset Manager
By: /s/ Gregory L. Smith
------------------------------------------------
Title: Partner
SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: Stanfield Capital Partners LLC
as subadvisor
By: /s/ Gregory L. Smith
------------------------------------------------
Title: Partner
STANFIELD ARBITRAGE CDO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /s/ Gregory L. Smith
------------------------------------------------
Title: Partner
STANFIELD CLO LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /s/ Gregory L. Smith
------------------------------------------------
Title: Partner
STANFIELD/RMF TRANSATLANTIC CDO LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /s/ Gregory L. Smith
------------------------------------------------
Title: Partner
HAMILTON CDO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /s/ Gregory L. Smith
--------------------------------------------------
Title: Partner
STANFIELD QUATTRO CLO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /s/ Gregory L. Smith
--------------------------------------------------
Title: Partner
WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC
as its Investment Manager
By: /s/ Gregory L. Smith
--------------------------------------------------
Title: Partner
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
By: Stein Roe & Farnham Incorporated,
as Advisor
By: /s/ James R. Fellows
--------------------------------------------------
Title: Senior Vice President &
Portfolio Manager
AURUM CLO 2002-1 LTD.
By: Stein Roe & Farnham Incorporated,
as Investment Manager
By: /s/ James R. Fellows
--------------------------------------------------
Title: Senior Vice President &
Portfolio Manager
THE SUMITOMO TRUST AND BANKING CO.
By: /s/ Frances E. Wynne
--------------------------------------------------
Title: Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ Steve Goetschius
-------------------------------------------------
Title: Senior Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Christina Jamieson
-------------------------------------------------
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Brad Langs
-------------------------------------------------
Title: Vice President
WACHOVIA BANK NATIONAL Association
(f.k.a. First Union National Bank)
By: /s/ David S. Stampson
-------------------------------------------------
Title: Senior Vice President
NUVEEN SENIOR INCOME FUND
By: Symphony Asset Management LLC
By: /s/ Gunther Stein
-------------------------------------------------
Title: Portfolio Manager
AIMCO CLO SERIES 2001-A
By: /s/ Jerry D. Zinkula
-------------------------------------------------
Title: Authorized Signatory
By: /s/ Carol L. Kiel
-------------------------------------------------
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Jerry D. Zinkula
-------------------------------------------------
Title: Authorized Signatory
By: /s/ Carol L. Kiel
-------------------------------------------------
Title: Authorized Signatory
FRANKLIN CLO IV, LTD.
By: /s/ Richard Hsu
---------------------------------------
Title: Vice President
FRANKLIN CLO III, LTD.
By: /s/ Richard Hsu
---------------------------------------
Title: Vice President
FRANKLIN CLO II, LTD.
By: /s/ Richard Hsu
---------------------------------------
Title: Vice President
FRANKLIN CLO I, LTD.
By: /s/ Richard Hsu
---------------------------------------
Title: Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Richard Hsu
---------------------------------------
Title: Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/ Richard Hsu
---------------------------------------
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Richard Hsu
---------------------------------------
Title: Vice President
BALLYROCK CDO I LIMITED
By: /s/ Lisa Rymut
---------------------------------------
Title: Assistant Treasurer
FIDELITY ADVISOR SERIES II
By: /s/ John H. Costello
---------------------------------------
Title: Assistant Treasurer
GOLDMAN SACHS CREDIT PARTNERS, L.P.
By: /s/ John Makrinos
---------------------------------------
Title: Vice President
Authorized Signatory
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
EATON VANCE CDO II, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
EATON VANCE CDO IV, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
COSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
GRAYSON & CO.
By: Boston Management and Research
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott H. Page
---------------------------------------
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Jane Musser Nelson
---------------------------------------
Title: Managing Director
ARCHIMEDES FUNDING IV, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Jane Musser Nelson
---------------------------------------
Title: Managing Director
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC
as Asset Manager
By: /s/ Jane Musser Nelson
---------------------------------------
Title: Managing Director
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Jane Musser Nelson
---------------------------------------
Title: Managing Director
ORYX CLO, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Jane Musser Nelson
---------------------------------------
Title: Managing Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC
as Investment Manager
By: /s/ Jane Musser Nelson
---------------------------------------
Title: Managing Director
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Jane Musser Nelson
---------------------------------------
Title: Managing Director
ING PRIME RATE TRUST
By: ING Investments LLC
as its Investment Manager
By: /s/ Jason Groom
---------------------------------------
Title: Vice President
SEQUILS - PILGRIM I, LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Jason Groom
-----------------------------------------
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Jason Groom
-----------------------------------------
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Jason Groom
-----------------------------------------
Title: Vice President
ING SENIOR INCOME FUND
By: ING Investments LLC
as its Investment Manager
By: /s/ Jason Groom
-----------------------------------------
Title: Vice President
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Jason Groom
-----------------------------------------
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments LLC
as its Investment Manager
By: /s/ Jason Groom
-----------------------------------------
Title: Vice President
NOMURA BOND & LOAN FUND
By: UFJ Trust Company of New York as
Trustee as its Investment Manager
By: Nomura Corporate Research and Asset
Management Inc.
By: /s/ Elizabeth Macloan
--------------------------------------------
Title: Vice President
CLYDESDALE CLO 2001-1, LTD.
By: /s/ Elizabeth Macloan
--------------------------------------------
Title: Vice President
THE AAL HIGH YIELD BOND FUND (#1220)
By: Pacific Investment Management Company
LLC as its Investment Advisor, acting
through Citicrop N.A., in the Nominee
Name of Gerlach & Co.
By: /s/ Mahan V. Phansalkar
--------------------------------------------
Title: Executive Vice President
ADDISON CDO, LIMITED (#1279)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
--------------------------------------------
Title: Executive Vice President
ATHENA CDO, LIMITED (#1277)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
--------------------------------------------
Title: Executive Vice President
BEDFORD CDO, LIMITED (#1276)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
--------------------------------------------
Title: Executive Vice President
CATALINA CDO LTD. (#1287)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
---------------------------------------------
Title: Executive Vice President
DELANO COMPANY (#274)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
---------------------------------------------
Title: Executive Vice President
INTERCONTINENTAL CDO S.A. (#1284)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
---------------------------------------------
Title: Executive Vice President
JISSEKIKUN FUNDING, LTD. (#1288)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
---------------------------------------------
Title: Executive Vice President
ROYALTON COMPANY (#280)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
---------------------------------------------
Title: Executive Vice President
SAN JOAQUIN CDO I LIMITED (#1282)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
---------------------------------------------
Title: Executive Vice President
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
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Title: Executive Vice President
STATE TEACHERS RETIREMENT SYSTEM OF OHIO (#1252)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
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Title: Executive Vice President
WRIGLEY CDO, LTD. (#1285)
By: Pacific Investment Management Company
LLC as its Investment Advisor
By: /s/ Mahan V. Phansalkar
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Title: Executive Vice President
CAPTIVA II FINANCE LTD (ACCT. 275)
as advised by Pacific Investment Management
Company LLC
By: /s/ David Dyer
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Title: Director
CAPTIVA IV FINANCE LTD. (ACCT. 1275)
as advised by Pacific Investment Management
Company LLC
By: /s/ David Dyer
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Title: Director
PACIFIC HIGH YIELD CAYMAN UNITE TRUST (#1049)
By: Pacific Investment Management Company
LLC as its Investment Advisor, acting
through The Chase Manhattan Bank, in
the Nominee Name of Polly & Co.
By: /s/ Mahan V. Phansalkar
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Title: Executive Vice President
PVIT HIGH YIELD BOND PORTFOLIO (#686)
By: Pacific Investment Management Company
LLC as its Investment Advisor, acting
through Investors Fiduciary Trust
Company, in the Nominee Name of IFTCO
By: /s/ Mahan V. Phansalkar
--------------------------------------------
Title: Executive Vice President