EXHIBIT 10.16 SYNDICATION AMENDMENT AND ASSIGNMENT THIS SYNDICATION AMENDMENT AND ASSIGNMENT (this "Amendment"), dated as of November 24, 1998 is by and among ADVANCED GLASSFIBER YARNS LLC, a Delaware limited liability company (the "Borrower"), those Domestic Subsidiaries of the Borrower party to the Existing Credit Agreement referred to below (collectively the "Guarantors"), THE PERSON IDENTIFIED AS AN "EXISTING LENDER" ON THE SIGNATURE PAGES HERETO (the "Existing Lender"), THE PERSONS IDENTIFIED AS "NEW LENDERS" ON THE SIGNATURE PAGES HERETO (the "New Lenders" and, together with the Existing Lender, the "Lenders") and FIRST UNION NATIONAL BANK, a national banking association, as Agent for the Lenders (the "Agent"). W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1998, (the "Existing Credit Agreement") among the Borrower, the Guarantors, the Existing Lender and the Agent, the Existing Lender has extended commitments to make certain credit facilities available to the Borrower; and WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement as set forth herein; NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereby agree as follows: PART I DEFINITIONS SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings: "Amended Credit Agreement" means the Existing Credit Agreement as amended hereby. "Amendment Effective Date" is defined in Subpart 4.1. SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement. PART II AMENDMENTS TO EXISTING CREDIT AGREEMENT Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement shall continue in full force and effect. SUBPART 2.1. Amendments to Schedule 2.1(a). Schedule 2.1(a) of the Existing Credit Agreement is hereby deleted in its entirety and a new schedule in the form of Schedule 2.1(a) attached hereto is substituted therefor. SUBPART 2.2. Amendments to Schedule 9.2. Schedule 9.2 of the Existing Credit Agreement is hereby deleted in its entirety and a new schedule in the form of Schedule 9.2 attached hereto is substituted therefor. SUBPART 2.3 Amendments to Section 2.2A(b). An entry in the amount of $5,750,000 is hereby added to the table appearing in Section 2.2A(b) of the Existing Credit Agreement under the column labeled "Amount" which corresponds with the "Payment Date" of September 30, 2004. SUBPART 2.4 Amendments to Section 9.6(c). The proviso at the end of the first sentence of Section 9.6(c) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following: ; provided, however, that any sale or assignment to an existing Lender or any affiliate thereof or any fund that invests in bank loans and is advised or managed by an investment advisor to an existing Lender shall not require the consent of the Agent or the Borrower nor shall any such sale or assignment be subject to the minimum assignment amounts specified herein. PART III ASSIGNMENTS AND ASSUMPTIONS The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents (including, without limitation, the Commitments of the Existing Lender on the Amendment Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche A Term Loan Committed Amount, the Tranche A Term Loan Commitment 2 Percentages, the Tranche B Term Loan Committed Amount and the Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.1, whereupon each of the New Lenders shall be a party to the Amended Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Credit Documents. The Existing Lender hereby represents and warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of the Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents on November 30, 1998 in the amounts and in accordance with the percentages set forth in Schedule 2.1(a), as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 2.18 of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 9.6(d) of the Existing Credit Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender on the Amendment Effective Date its portion of the upfront fee as set forth in the Confidential Information Memorandum dated October, 1998 relating to the Borrower and the credit facilities and distributed to the New Lenders by the Agent. 3 PART IV CONDITIONS TO EFFECTIVENESS SUBPART 4.1. Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the "Amendment Effective Date") when all of the conditions set forth in this Part IV shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the "Syndication Amendment and Assignment." SUBPART 4.2. Execution of Counterparts of Amendment. The Agent shall have received counterparts (or other evidence of execution, including telephonic message, satisfactory to the Agent) of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Guarantors, the Agent and the Lenders. SUBPART 4.3. Execution and Delivery of New Notes. Each Lender shall have received a new Note or Notes, as the case may be, each in the principal amount of its respective Commitments and duly executed on behalf of the Borrower and all heretofore existing Notes shall have been cancelled. PART V MISCELLANEOUS SUBPART 5.1. Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment. SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement. This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement. SUBPART 5.3. References in Other Credit Documents. At such time as this Amendment shall become effective pursuant to the terms of Subpart 4.1, all references in the Existing Credit Agreement to the "Agreement" and all references in the other Credit Documents to the "Credit Agreement" shall be deemed to refer to the Existing Credit Agreement as amended by this Amendment. SUBPART 5.4. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants that (a) the conditions precedent to the initial Loans were satisfied as of the Closing Date (or as otherwise agreed to and assuming satisfaction or waiver, if applicable, of all requirements in such conditions that an item be in form and/or substance reasonably satisfactory to the 4 Agent or any Lenders or that any event or action have been completed or performed to the reasonable satisfaction of the Agent or any Lenders), (b) the representations and warranties contained in Article III of the Existing Credit Agreement (as amended by this Amendment) are correct in all material respects on and as of the date hereof as though made on and as of such date and after giving effect to the amendments contained herein and (c) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof and after giving effect to the amendments contained herein. SUBPART 5.5. Representations and Warranties of the New Lenders. Each of the New Lenders hereby represents and warrants to the Borrower that at least one of the following statements is an accurate representation as to the source of funds to be used by such New Lender in connection with the financing under the Amended Credit Agreement: (a) no part of such funds constitutes assets allocated to any separate account maintained by such Lender in which any employee benefit plan (or its related trust) has any interest; (b) to the extent that any part of such funds constitutes assets allocated to any separate account maintained by such Lender, such Lender has disclosed to the Borrower the name of each employee benefit plan whose assets in such account exceed 10% of the total assets of such account as of the date of such purchase (and, for purposes of this subsection (b), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan); (c) to the extent that any part of such funds constitutes assets of an insurance company's general account, there is no employee benefit plan or group of plans maintained by the same employee organization with respect to which the amount of such insurance company's general account reserves (as determined under Code Section 807(d)) for all contracts held by or on behalf of such plan or plans exceeds 10% of the total liabilities of such insurance company's general account, and such insurance company is relying on Prohibited Transaction Class Exemption 95-60 (issued July 12, 1995); (d) to the extent that any part of such funds constitutes assets of an insurance company's general account, such insurance company has complied with all of the requirements of the regulations issued under Section 401(c)(1)(A) of ERISA; or (e) such funds constitute assets of one or more specific benefit plans which such Lender has identified in writing to the Borrower. 5 As used in this Subpart 5.5, the terms "employee benefit plan" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA. SUBPART 5.6. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. SUBPART 5.7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SUBPART 5.8. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. [The remainder of this page has been left blank intentionally] 6 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. BORROWER: ADVANCED GLASSFIBER YARNS LLC, a Delaware limited liability company By: /S/ Robert B. Fisher -------------------------- Name: Robert B. Fisher Title: President GUARANTORS: AGY CAPITAL CORP., a Delaware corporation By: /S/ Robert B. Fisher --------------------- Name: Robert B. Fisher Title: President EXISTING LENDER: FIRST UNION NATIONAL BANK, individually in its capacity as an Existing Lender, a Lender and in its capacity as Agent By: /S/ Roger Pelz ----------------- Name: Roger Pelz Title: Senior Vice President [SIGNATURES CONTINUED] NEW LENDERS: SUNTRUST BANK, ATLANTA By: /S/ Laura Kahn ----------------- Name: Laura Kahn Title: Senior Vice President By: /S/ Brenda Zino ----------------- Name: Brenda Zino Title: Banking Officer NATIONSBANK, N.A. By: /S/ E. Bennett Parks ---------------------- Name: E. Bennett Parks Title: Senior Vice President ALLSTATE LIFE INSURANCE COMPANY By: /S/ Patricia W. Wilson ------------------------ Name: Patricia W. Wilson By: /S/ Jerry D. Zinkula ------------------------ Name: Jerry D. Zinkula Its Authorized Signatories THE CIT GROUP/EQUIPMENT FINANCING, INC. By: /S/ Eric M. Moore -------------------- Name: Eric M. Moore Title: Assistant Vice President ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG By: /S/ Paul Judicke ------------------ Name: Paul Judicke Title: Vice President By: /S/ John Runnion ------------------ Name: John Runnion Title: First Vice President ABN AMRO BANK N.V. By: /S/ G. Mark Clegg, Jr. ----------------------- Name: G. Mark Clegg, Jr. Title: Vice President By: /S/ Robert A. Budnek ---------------------- Name: Robert A. Budnek Title: Vice President FIRSTRUST BANK By: /S/ Edward D'Ancona --------------------- Name: Edward D'Ancona Title: EVP MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: /S/ Peter Gewirtz ------------------- Name: Peter Gewirtz Title: Authorized Signatory BHF BANK AKTIENGESELLSCHAFT By: /S/ John Sykes Hans J. Scholz -------------------------------------- Name: John Sykes Hans J. Scholz Title: Vice President Assistant Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor Name: /S/ Scott H. Page ------------------- Title: Vice President MASSACHUSETTS MUTUAL LIFE INSURANCE By: /S/ John B. Wheeler --------------------- Name: John B. Wheeler Title: Managing Director SOCIETE GENERALE NEW YORK BRANCH By: /S/ Cynthia Colucci --------------------- Name: Cynthia Colucci Title: Vice President COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE By: /S/ Brian O'Leary ------------------- Name: Brian O'Leary Title: Vice President By: /S/ Sean Mounier ------------------ Name: Sean Mounier Title: First Vice President NATEXIS BANQUE By: /S/ Pieter J. van Tulder -------------------------- Name: Pieter J. van Tulder Title: Multinational Group By: /S/ John Rigo --------------- Name: John Rigo Title: AVP MASSMUTUAL HIGH YIELD PARTNERS II, LLC By: HYP Management, Inc., as Managing Member By: /S/ John B. Wheeler ---------------------- Its: Vice President CYPRESSTREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company Inc., its Managing Member By: /S/ Peter K. Merrill, Managing Director ------------------------------------------ Title: CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company Inc., its Managing Member By: /S/ Peter K. Merrill, Managing Director ----------------------------------------- Title: KZH CYPRESSTREE-1 LLC By: /S/ Virginia Conway --------------------- Name: Virginia Conway Title: Authorized Agent NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /S/ Peter K. Merrill ----------------------- Name: Peter K. Merrill Title: Managing Director KZH ING-2 LLC By: ING Capital Advisors, Inc., its Managing Member By: /S/ Virginia Conway --------------------- Name: Virginia Conway Title: Authorized Agent KZH ING-3 LLC By: ING Capital Advisors, Inc., its Managing Member By: /S/ Virginia Conway ---------------------- Name: Virginia Conway Title: Authorized Agent RELIASTAR LIFE INSURANCE COMPANY By: /S/ James V. Wittich ---------------------- Name: James V. Wittich Title: Authorized Representative NORTHERN LIFE INSURANCE COMPANY By: /S/ James V. Wittich ---------------------- Name: James V. Wittich Title: Assistant Treasurer SECURITY CONNECTICUT LIFE INSURANCE COMPANY By: /S/ James V. Wittich ---------------------- Name: James V. Wittich Title: Assistant Treasurer INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital Luxembourg, as Collateral Member By: /S/ Denis Sergent ------------------- Name: Denis Sergent Title: Authorized Signatory INDOSUEZ CAPITAL FUNDING IV, L.P. By: Indosuez Capital Luxembourg, as Collateral Member By: /S/ Denis Sergent ------------------- Name: Denis Sergent Title: Authorized Signatory OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: /S/ Scott H. Page ------------------- Name: Scott H. Page Title: 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 Schedule 2.1(a) SCHEDULE OF LENDERS AND COMMITMENTS Revolving Revolving Committed Commitment Lender Amount Percentage ------ -------------- ------------- First Union National Bank $18,552,631.58 24.7368421053% ABN AMRO Bank N.V. $ 9,868,421.05 13.1578947368% SunTrust Bank, Atlanta $ 9,868,421.05 13.1578947368% The CIT Group/Equipment $ 5,921,052.63 7.8947368421% Financing, Inc. NationsBank, N.A. $ 5,921,052.63 7.8947368421% Societe Generale, New York Branch $ 5,921,052.63 7.8947368421% BHF Bank Aktiengesellschaft $ 3,947,368.42 5.2631578947% Compagnie Financiere De CIC Et $ 3,947,368.42 5.2631578947% De L'Union Europeenne Erste Bank Der Oestereichischen $ 3,947,368.42 5.2631578947% Sparkassen AG NATEXIS Banque $ 3,947,368.42 5.2631578947% Firstrust Bank $ 3,157,894.74 4.2105263158% -------------- ------------- $75,000,000.00 100.0000000000% 1 LOC Subfacility LOC Subfacility Committed Commitment Lender Amount Percentage ------ ---------------- --------------- First Union National Bank $ 7,421,052.64 24.7368421053% ABN AMRO Bank N.V. $ 3,947,368.42 13.1578947368% SunTrust Bank, Atlanta $ 3,947,368.42 13.1578947368% The CIT Group/Equipment Financing, Inc. $ 2,368,421.05 7.8947368421% NationsBank, N.A. $ 2,368,421.05 7.8947368421% Societe Generale, New York Branch $ 2,368,421.05 7.8947368421% BHF Bank Aktiengesellschaft $ 1,578,947.37 5.2631578947% Compagnie Financiere De CIC Et De $ 1,578,947.37 5.2631578947% L'Union Europeenne Erste Bank Der Oestereichischen $ 1,578,947.37 5.2631578947% Sparkassen AG NATEXIS Banque $ 1,578,947.37 5.2631578947% Firstrust Bank $ 1,263,157.89 4.2105263158% -------------- --------------- $30,000,000.00 100.0000000000% 2 Swingline Swingline Committed Commitment Lender Amount Percentage ------ -------------- --------------- First Union National Bank $10,000,000.00 100.0000000000% -------------- --------------- $10,000,000.00 100.0000000000% 3 Tranche A Term Loan Tranche A Term Loan Lender Committed Amount Commitment Percentage ------ -------------------- --------------------- First Union National Bank $ 28,447,368.42 24.7368421053% ABN AMRO Bank N.V. $ 15,131,578.95 13.1578947368% SunTrust Bank, Atlanta $ 15,131,578.95 13.1578947368% The CIT Group/Equipment Financing, Inc. $ 9,078,947.37 7.8947368421% NationsBank, N.A. $ 9,078,947.37 7.8947368421% Societe Generale, New York Branch $ 9,078,947.37 7.8947368421% BHF Bank Aktiengesellschaft $ 6,052,631.58 5.2631578947% Compagnie Financiere De CIC Et De $ 6,052,631.58 5.2631578947% L'Union Europeenne Erste Bank Der Oesterreichischen $ 6,052,631.58 5.2631578947% Sparkassen AG NATEXIS Banque $ 6,052,631.58 5.2631578947% Firstrust Bank $ 4,842,105.26 4.2105263158% --------------- --------------- $115,000,000.00 100.0000000000% 4 Tranche B Tranche B Term Loan Committed Term Loan Commitment Lender Amount Percentage ----- ------------------- -------------------- First Union National Bank $ 24,000,000.00 19.2000000000% Senior Debt Portfolio $ 23,000,000.00 18.4000000000% Morgan Stanley Dean Witter Prime Income Trust $ 14,000,000.00 11.2000000000% Massachusetts Mutual Life Insurance $ 8,750,000.00 7.0000000000% Allstate Life Insurance Co. $ 8,000,000.00 6.4000000000% SunTrust Bank, Atlanta $ 8,000,000.00 6.4000000000% KZH ING-2 LLC $ 6,000,000.00 4.8000000000% KZH CypressTree-1 LLC $ 5,500,000.00 4.4000000000% Indosuez Capital Funding IV, L.P. $ 5,333,334.00 4.2666672000% MassMutual High Yield Partners II, LLC $ 5,250,000.00 4.2000000000% Northern Life Insurance Company $ 3,000,000.00 2.4000000000% Indosuez Capital Funding IIA, Limited $ 2,666,666.00 2.1333328000% KZH ING-3 LLC $ 2,000,000.00 1.6000000000% ReliaStar Life Insurance Company $ 2,000,000.00 1.6000000000% Oxford Strategic Income Fund $ 2,000,000.00 1.6000000000% Eaton Vance Senior Income Trust $ 2,000,000.00 1.6000000000% CypressTree Institutional Fund, LLC $ 1,000,000.00 0.8000000000% CypressTree Investment Fund, LLC $ 1,000,000.00 0.8000000000% Security Connecticut Life Insurance Company $ 1,000,000.00 0.8000000000% North American Senior Floating Rate Fund $ 500,000.00 0.4000000000% ---------------- --------------- $125,000,000.00 100.0000000000% 5 Schedule 9.2 LENDERS' LENDING OFFICES FIRST UNION NATIONAL BANK Roger Pelz Senior Vice President First Union National Bank NC0737 301 S. College Street, DC-5 Charlotte, NC 28288-0737 Phone: 704-374-6060 Fax: 704-374-4793 SUNTRUST BANK, ATLANTA Laura Kahn Senior Vice President SunTrust Bank, Atlanta 303 Peachtree St. 24th Floor, MC 126 Atlanta Georgia 30308 Phone: (404) 588-7705 Fax: (404) 575-2594 NATIONSBANK, N.A. Brenda Brown Assistant Vice President NationsBank, N.A. 101 W. Friendly Avenue, 3rd Floor NC4-200-03-08 Greensboro, North Carolina 27401 Phone: (336) 805-3386 Fax: (336) 805-3019 ALLSTATE LIFE INSURANCE COMPANY Mary Counley Allstate Life Insurance Company 3075 Sanders Road, STE G4A Northbrook, Illinois 60062-7127 Phone: (847) 402-7048 Fax: (847) 326-5042 THE CIT GROUP/EQUIPMENT FINANCING, INC. Joseph O'Laughlin Operations Officer The CIT Group/Equipment Financing, Inc. 900 Ashwood Parkway, Suite 600 Atlanta, Georgia 30338 Phone: (770) 677-3471 Fax: (770) 551-7867 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG Ed Tanczos Erste Bank Der Oesterreichischen Sparkassen AG 280 Park Avenue West Building, 32nd Floor New York, New York 10017 Phone: (212) 984-5653 Fax: (212) 984-5626 ABN AMRO BANK N.V. Monica Podbielski ABN AMRO Bank N.V. 208 S. LaSalle St., Suite 1501 Chicago, Illinios 60604 Phone: (312) 992-5132 Fax: (312) 312-992-5111 FIRSTRUST BANK Jac Howard Reed Loan Servicing 1931 Cottman Avenue Philadelphia, Pennsylvania 19111 Phone: (215) 728-8450 Fax: (215) 728-6105 1 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST Chris Colman Morgan Stanley Dean Witter Advisors, Inc. Two World Trade Center, 72nd Floor New York, New York 10048 Phone: (212) 392-0539 Fax: (212) 392-5345 BHF BANK AKTIENGESELLSCHAFT Renate Boston Assistant Treasurer BHF Bank Aktiengesellschaft 590 Madison Avenue, 30th Floor New York, New York 10022 Phone: (212) 756-5543 Fax: (212) 756-5536 SENIOR DEBT PORTFOLIO Steve O'Brien Senior Debt Portfolio c/o Boston Management and Research 24 Federal Street, 6th Floor Boston, Massachusetts 02110 Phone: (617) 348-0115 Fax: (617) 695-9594 MASSACHUSETTS MUTUAL LIFE INSURANCE Lisa Yoerg Massachusetts Mutual Life Insurance 1295 State Street Springfield, MA 01111 Phone: (413) 744-6776 Fax: (413) 744-6127 SOCIETE GENERALE NEW YORK BRANCH Cynthia Colucci Vice President Societe Generale New York Branch 1221 Avenue of the Americas New York, NY 10020 Phone: (212) 278-6924 Fax: (212) 278-7463 COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE Brian P. O'Leary Compagnie Financiere De CIC Et De L'Union Europeenne 520 Madison Avenue 37th Floor New York, New York 10022 Phone: (212) 715-4422 Fax: (212) 715-4535 NATEXIS BANQUE John Rigo Assistant Vice President NATEXIS Banque 645 5th Avenue 20th Floor New York, New York 10022 Phone: (212) 872-5119 Fax: (212) 872-5045 2 MASS MUTUAL HIGH YIELD PARTNERS II, LLC Lisa Yoerg MassMutual High Yield Partners II, LLC 1295 State Street Springfield, MA 01111 Phone: (413) 744-6776 Fax: (413) 744-6127 CYPRESSTREE INVESTMENT FUND, LLC Tim Barns CypressTree Investment Fund, LLC c/o Cypress Tree Investment Management Company, Inc. 125 High Street 14th Floor Boston, MA 02110 Phone: (617) 946-0600 Fax: (617) 946-5687 CYPRESS TREE INSTITUTIONAL FUND, LLC Tim Barns CypressTree Institutional Fund, LLC c/o Cypress Tree Investment Management Company, Inc. 125 High Street 14th Floor Boston, MA 02110 Phone: (617) 946-0600 Fax: (617) 946-5687 NORTH AMERICAN SENIOR FLOATING RATE FUND Tim Barns North American Senior Floating Rate Fund c/o Cypress Tree Investment Management Company, Inc. 125 High Street 14th Floor Boston, MA 02110 Phone: (617) 946-0600 Fax: (617) 946-5687 KZH CYPRESSTREE-1 LLC KZH CypressTree-1 LLC Attention: Virginia Conway c/o The Chase Manhattan Bank 450 West 33rd Street - 15th Floor New York, NY 10001 Phone: (212) 946-7575 Fax: (212) 946-7776 KZH ING-2 LLC KZH ING-2 LLC Attention: Virginia Conway c/o The Chase Manhattan Bank 450 West 33rd Street - 15th Floor New York, NY 10001 Phone: (212) 946-7575 Fax: (212) 946-7776 and ING Capital Advisors, Inc. Attention: Jonathan David 333 S. Grand Ave., Suite 4250 Los Angeles, CA 90071 Phone: (213) 346-3973 Fax: (213) 346-3995 KZH ING-3 LLC KZH ING-3 LLC Attention: Virginia Conway c/o The Chase Manhattan Bank 450 West 33rd Street - 15th Floor New York, NY 10001 Phone: (212) 946-7575 Fax: (212) 946-7776 and ING Capital Advisors, Inc. Attention: Jonathan David 333 S. Grand Ave., Suite 4250 Los Angeles, CA 90071 Phone: (213) 346-3973 Fax: (213) 346-3995 3 RELIASTAR LIFE INSURANCE COMPANY ReliaStar Life Insurance Company c/o ReliaStar Investment Research, Inc. 100 Washington Avenue South, Suite 800 Minneapolis, MN 55401-2121 Phone: (612) 372-5257 Fax: (612) 372-5368 NORTHERN LIFE INSURANCE COMPANY Northern Life Insurance Company c/o ReliaStar Investment Research, Inc. 100 Washington Avenue South, Suite 800 Minneapolis, MN 55401-2121 Phone: (612) 372-5257 Fax: (612) 372-5368 SECURITY CONNECTICUT LIFE INSURANCE COMPANY Security Connecticut Life Insurance Company ReliaStar Investment Research, Inc. 100 Washington Avenue South, Suite 800 Minneapolis, MN 55401-2121 Phone: (612) 372-5257 Fax: (612) 372-5368 INDOSUEZ CAPITAL FUNDING IIA, LIMITED Indosuez Capital Funding IIA, Limited c/o Chase Bank of Texas Attention: Joe Elston, Asset Backed Group, A/C 2300701 600 Travis Street, 8th Floor Houston, TX 77002-8039 Phone: (713) 216-2704 Fax: (713) 216-2101 INDOSUEZ CAPITAL FUNDING IV, LP Indosuez Capital Funding IV, L.P c/o Chase Bank of Texas Attention: Joe Elston, Asset Backed Group A/C 20015 600 Travis Street, 8th Floor Houston, TX 77002-8039 Phone: (713) 216-2704 Fax: (713) 216-2101 EATON VANCE SENIOR INCOME TRUST Eaton Vance Management Attention: Eaton Vance Senior Income Trust 24 Federal Street, 6th Floor Boston, Massachusetts 02110 Phone: (617) 348-0115 Fax: (617) 695-9594 OXFORD STRATEGIC INCOME FUND Eaton Vance Management Attention: Prime Rate Reserves 24 Federal Street, 6th Floor Boston, Massachusetts 02110 Phone: (617) 348-0115 Fax: (617) 695-9594 4