Exhibit 4.8(a) AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT dated as of March 7, 2003 to the Amended and Restated Credit Agreement dated as of June 27, 2002 (the "Credit Agreement") among LYONDELL CHEMICAL COMPANY, a Delaware...
Exhibit 4.8(a)
AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT dated as of March 7, 2003 to the Amended and Restated Credit
Agreement dated as of June 27, 2002 (the "Credit Agreement") among LYONDELL
CHEMICAL COMPANY, a Delaware corporation (the "Borrower"); the LENDERS from time
to time party thereto; BANK OF AMERICA, N.A. and CITIBANK, N.A., as
Co-Syndication Agents; SOCIETE GENERALE and UBS WARBURG LLC, as Co-Documentation
Agents; and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the
"Administrative Agent").
The parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 2. Amended Definitions. The following definitions in Section 1.01
of the Credit Agreement are amended to read in their entirety as follows:
"Capital Expenditures" means, for any Person for any fiscal period,
the additions to property, plant and equipment and other capital
expenditures of the Borrower and its Consolidated Subsidiaries for such
period, as the same are (or would in accordance with GAAP be) set forth in
a statement of cash flows of such Person for such period; provided that
"Capital Expenditures" shall exclude (i) expenditures required, mandated or
necessary to comply with the laws, rules, regulations or other requirements
of any governmental authority, (ii) expenditures of property and casualty
insurance or any award or other compensation with respect to any
condemnations of property (or any transfer or disposition of property in
lieu of condemnation) and related insurance deductibles and (iii)
expenditures incurred in connection with the conversion of the Borrower's
MTBE facilities to produce other gasoline blending components in an
aggregate amount not exceeding $85,000,000 for all fiscal periods; and
provided further that "Capital Expenditures" shall include (without
duplication) Investments made in the PO-11 JV or the PO-12 JV during
such fiscal period to finance Capital Expenditures of such Borrower Joint
Ventures.
"EBITDA" means, for any Person for any period, the Net Income of such
Person for such period plus without duplication, to the extent deducted in
determining such Net Income, (x) interest expense, income tax expense and
depreciation, amortization and other similar non-cash charges and (y) asset
write-downs and other restructuring charges which are not cash costs not to
exceed $50,000,000 in the aggregate for all such periods; provided that, in
the case of clause (y), if any such charge represents a cash payment in any
future period, such cash payment shall be deducted when calculating EBITDA
for such future period.
Section 3. Covenant Amendments. (a) Section 5.09(k) of the Credit Agreement
is amended by replacing the reference to "$200,000,000" with a reference to
"$100,000,000".
(b) Section 5.10(f) of the Credit Agreement is amended to read in its
entirety as follows:
(f) Debt of Foreign Subsidiaries and other Subsidiaries conducting
substantially all their operations outside the United States in an
aggregate outstanding principal amount at no time exceeding
$100,000,000; provided that in addition to the foregoing, if the
obligations of any such Subsidiaries in respect of any lease or any
arrangement related thereto, in each case in effect as of December 31,
2002, relating to the BDO-2 facility are recharacterized as Debt as a
result of a change in GAAP implemented after such date, such
Subsidiaries shall be permitted to be liable with respect to such Debt
in an aggregate outstanding principal amount at no time exceeding the
U.S. dollar equivalent of _190,000,000 for all such Subsidiaries;
(c) Section 5.11 of the Credit Agreement is amended to read in its entirety
as follows:
Section 5.11. Adjusted Debt to Adjusted EBITDA. At any date during
each period set forth below, the ratio of (i) Adjusted Debt at such date to
(ii) Adjusted EBITDA for the period of four consecutive Fiscal Quarters
most recently ended on or prior to such date will not exceed the ratio set
forth below opposite such period:
2
Period Ratio
------ -----
December 31, 2002 - March 30, 2003 9.25
March 31, 2003 - September 29, 2003 9.90
September 30, 2003 - March 30, 2004 10.25
March 31, 2004 - June 29, 2004 8.75
June 30, 2004 - September 29, 2004 8.00
September 30, 2004 - December 30, 2004 7.50
December 31, 2004 - March 30, 2005 6.25
March 31, 2005 - December 30, 2005 3.50
On and after December 31, 2005 3.00
(d) Section 5.12 of the Credit Agreement is amended to read in its entirety
as follows:
Section 5.12. Fixed Charge Coverage Ratio. At the end of each Fiscal
Quarter ending during each period set forth below, the Fixed Charge
Coverage Ratio will not be less than the ratio set forth below opposite
such period:
Period Ratio
------ -----
October 1, 2002 - December 31, 2002 1.10
January 1, 2003 - December 31, 2003 1.00
January 1, 2004 - March 31, 2004 1.15
April 1, 2004 - June 30, 2004 1.25
July 1, 2004 - September 30, 2004 1.30
October 1, 2004 - December 31, 2004 1.55
At any time thereafter 2.60
(e) Section 5.13 of the Credit Agreement is amended to read in its entirety
as follows:
Section 5.13. Minimum Consolidated Net Worth. (a) Consolidated Net
Worth will not at the end of any Fiscal Quarter ending on or prior to
December 31, 2002 be less than an amount equal to the sum of (i)
$175,000,000 and (ii) an amount equal to 50% of Consolidated Net Income for
each Fiscal Quarter ending after March 31, 1998 but on or before the date
of determination, in each case, for which Consolidated Net Income is
positive (but with no deduction on account of negative Consolidated Net
Income for any Fiscal Quarter) plus (iii) 75% of the amount by which
Consolidated Net Worth is increased after March 31, 1998 as a result of the
issuance and sale of capital stock of the Borrower or
3
the conversion or exchange of Debt of the Borrower into capital stock of
the Borrower minus (iv) the amount by which Consolidated Net Worth shall
have been reduced by reason of one-time charges and/or losses in connection
with (A) a TDI Sale and (B) the TDI Restructuring in an amount not
exceeding $80,000,000.
(b) Consolidated Net Worth will not at the end of the Fiscal Quarter
ending March 31, 2003 be less than $1,000,000,000.
(c) Consolidated Net Worth will not at the end of any Fiscal Quarter
ending after March 31, 2003 be less than an amount equal to the sum of (i)
$1,000,000,000 and (ii) an amount equal to 50% of Consolidated Net Income
for each Fiscal Quarter ending after March 31, 2003 but on or before the
date of determination, in each case, for which Consolidated Net Income is
positive (but with no deduction on account of negative Consolidated Net
Income for any Fiscal Quarter) plus (iii) 75% of the amount by which
Consolidated Net Worth is increased after March 31, 2003 as a result of the
issuance and sale of capital stock of the Borrower or the conversion or
exchange of Debt of the Borrower into capital stock of the Borrower minus
(iv) the amount by which Consolidated Net Worth shall have been reduced by
reason of one-time charges and/or losses in connection with (A) a TDI Sale
and (B) the TDI Restructuring in an amount not exceeding $20,000,000.
(f) Section 9.06(d) of the Credit Agreement is amended to read in its
entirety as follows:
(d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this
Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.
Section 4. Commitment Fee. The Commitment Fee Rate line in the table
appearing in the Pricing Schedule is amended to read as follows:
4
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Status: ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
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Commitment Fee Rate: .625% .750% 1.000% 1.000%
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Section 5. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true in all material respects on
and as of the Amendment Effective Date (as defined below) with the same effect
as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date and (ii) no Default will have
occurred and be continuing on such date.
Section 6. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
Section 7. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 8. Effectiveness. This Amendment shall become effective on the
first date when the following conditions are met (the "Amendment Effective
Date"):
(a) the Administrative Agent shall have received counterparts hereof
signed by each of the Required Lenders and the Borrower (or, in the case of
any party as to which an executed counterpart shall not have been received,
the Administrative Agent shall have received in form satisfactory to it
facsimile or other written confirmation from such party of execution of a
counterpart hereof by such party); and
(b) the Administrative Agent and the Arrangers shall have received
payment of all amendment fees, other costs, fees and expenses (including,
without limitation, reasonable legal fees and expenses for which invoices
shall have been submitted to the Borrower) and other compensation payable
to any of the foregoing on or prior to the Amendment Effective Date in
connection with the Loan Documents.
Promptly after the Amendment Effective Date occurs, the Administrative
Agent shall notify the Borrower, the other Agents and the Lenders thereof, and
such notice shall be conclusive and binding on all parties hereto.
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
LYONDELL CHEMICAL COMPANY,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President & Treasurer
JPMORGAN CHASE BANK, individually
and as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
BANK OF AMERICA, N.A., individually and
as Co-Syndication Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Principal
CITIBANK, N.A., individually and as
Co-Syndication Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing
Director and Vice President
UBS AG, Stamford Branch
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Associate Director
Banking Products Services, US
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇
Associate Director
Banking Products Services, US
AMERICAN EXPRESS CERTIFICATE COMPANY
By: AMERICAN EXPRESS ASSET
MANAGEMENT GROUP INC., as
Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior
Managing Director
APEX (Trimaran) CDO I, LTD.
By: Trimaran Advisors, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing
Director
Ares VII CLO Ltd.
By: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC, Its
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Athena CDO, Limited (#1277)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
AURUM CLO 2002-1, LTD.
By: ▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED, AS
INVESTMENT MANAGER
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior
Vice President
Ballyrock CDO I Limited
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------
▇▇▇▇ ▇▇▇▇▇, Assistant Treasurer
Bank One NA, (Main Office-Chicago)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Director
Bedford CDO, Limited (#1276)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
CAPTIVA FINANCE LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------------
▇▇▇▇▇ ▇▇▇▇, Director
CAPTIVA III Finance Ltd. (Acct. 275), as
advised by Pacific Investment Management
Company LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇▇▇▇, Director
CAPTIVA IV Finance Ltd. (Acct. 1275), as
advised by Pacific Investment Management
Company LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇▇▇▇, Director
Sankaty Advisors, LLC, as Collateral
Manager for Castle Hill I - INGOTS, Ltd.,
as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director
Portfolio Manager
Sankaty Advisors, LLC, as Collateral
Manager for Castle Hill II - INGOTS, Ltd.,
as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director
Portfolio Manager
Centurion CDO II, Ltd.
By: American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director -
Operations
CENTURION CDO VI, LLC
By: American Express Asset
Management Group, Inc., as
Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director-
Operations
CITICORP INSURANCE AND INVESTMENT TRUST
By: Travelers Asset Management
International Company LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Investment
Officer
Clydesdale CLO 2001-1, Ltd.
By: NOMURA CORPORATE
RESEARCH AND ASSET
MANAGEMENT INC., AS
COLLATERAL MANAGER
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice
President
COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management
International Company LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Investment
Officer
CONSTANINUS ▇▇▇▇▇ ▇▇▇▇▇ CDO V, LTD.
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT,
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. Page
----------------------------------
▇▇▇▇▇ ▇. Page, Vice President
Credit Industriel et Commercial
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, First Vice President
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇'▇▇▇▇▇, Vice President
C-SQUARED CDO LTD.
By: TCW Advisors, Inc., as its
Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing
Director
DELANO Company (#274)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. Page
-----------------------------------
▇▇▇▇▇ ▇. Page, Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. Page
-----------------------------------
▇▇▇▇▇ ▇. Page, Vice President
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇ ▇. Page
-----------------------------------
▇▇▇▇▇ ▇. Page, Vice President
▇▇▇ ▇▇▇▇▇ and Company (#2418)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
ELT, LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Authorized Agent
GALAXY CLO 1999-1 LTD.
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Authorized Agent
Gallatin Funding 1, Ltd.
By: Bear ▇▇▇▇▇▇▇ Asset Management Inc., as
its Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Associate
Director
▇▇▇▇▇▇▇ & CO.
By: BOSTON MANAGEMENT AND RESEARCH, AS
INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇ ▇. Page
-----------------------------
▇▇▇▇▇ ▇. Page, Vice President
Sankaty Advisors, LLC, as Collateral
Manager for Great Point CLO 1999-1 LTD.,
as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director
Portfolio Manager
▇▇▇▇▇▇▇▇ CDO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC, as its
Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
HARBOUR TOWN FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant
Vice President
▇▇▇ Lilly Insurance Company
By: American Express Asset Management
Group, Inc., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior
Managing Director
ING PRIME RATE TRUST
By: ING Investments, LLC, as its
Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CFA
Vice President
ING SENIOR INCOME FUND
By: ING Investments, LLC, as its
Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CFA
Vice President
▇. ▇▇▇▇ PRICE ASSOCIATES, INC., as
Collateral Manager on behalf of
INNER HARBOR CBO 2001-1 LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Intercontinental CDO S.A. (#1284)
By: Pacific Investment Management
Company LLC, as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
Jlssekikun Funding, Ltd. (#1288)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
JUPITER LOAN FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant
Vice President
KZH CNC LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH CRESCENT LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH ING-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH SOLEIL LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH STERLING LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
KZH WATERSIDE LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized Agent
LANDMARK CDO LIMITED
By: ALADDIN ASSET MANAGEMENT
LLC, AS MANAGER
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized
Signatory
LIBERTY FLOATING RATE ADVANTAGE FUND
By: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
INCORPORATED, AS ADVISOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior
Vice President
LONG LANE MASTER TRUST II
By: Fleet National Bank as Trust
Administrator, with respect to
Series Eclipse
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director
Long Lane Master Trust IV
By: Fleet National Bank as Trust
Administrator
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director
Longhorn CDO (Cayman) LTD
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers,
L.P., As Investment Advisor, as a
Lender
By: /s/ Omar Jama
-------------------------------
Omar Jama, Authorized Signatory
Longhorn CDO II, LTD, as a Lender
By: /s/ Omar Jama
-------------------------------
Omar Jama, Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Investment Series:
Bank Loan Income Portfolio
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers,
L.P., As Investment Advisor
By: /s/ Omar Jam
-------------------------------
Omar Jama, Authorized Signatory
Master Senior Floating Rate Trust
By: /s/ Omar Jama
-------------------------------
Omar Jama, Authorized Signatory
Metropolitan Life Insurance Company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Vice President
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Associate Vice
President, Public Bonds
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC, as
sub-investment manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Portfolio
Manager
OCTAGON INVESTMENT PARTNERS III, LLC
By: Octagon Credit Investors, LLC, as
Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Portfolio
Manager
OCTAGON INVESTMENT PARTNERS IV, LLC
By: Octagon Credit Investors, LLC, as
collateral manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Portfolio
Manager
OCTAGON INVESTMENT PARTNERS V, LLC
By: Octagon Credit Investors, LLC, as
Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Portfolio
Manager
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Authorized Agent
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Vice President
PINEHURST TRADING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Vice President
PPM SHADOW CREEK FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Vice President
Sankaty Advisors, LLC as Collateral Manager
for Race Point CLO, Limited, as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director
Portfolio Manager
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC, as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Vice
President
ROYALTON COMPANY (#280)
By: Pacific Investment Management
Company LLC, as its Investment
Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
SAWGRASS TRADING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant
Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
----------------------------
▇▇▇▇▇ ▇. Page, Vice President
SEQUILS I, LTD.
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing
Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
SEQUILS IV, LTD.
By: TCW Advisors, Inc., as its
Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing
Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Sequils-Centurion V, Ltd.
By: American Express Asset Management
Group Inc., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director -
Operations
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management
LLC, as its Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Vice
President
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President
SRF 2000 LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant Vice
President
▇▇▇▇▇▇▇▇▇ Arbitrage CDO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC, as
its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
▇▇▇▇▇▇▇▇▇ Carrera CLO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC, as
its Asset Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
▇▇▇▇▇▇▇▇▇ CLO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC, as
its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
▇▇▇▇▇▇▇▇▇ Quattro CLO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC, as
its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
▇▇▇▇▇▇▇▇▇/RMF Transatlantic CDO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC, as
its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ CLO I LTD.
By: ▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED, AS PORTFOLIO
MANAGER
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior
Vice President
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY
By: ▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED, AS ADVISOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior
Vice President
The Sumitomo Trust Banking Co., Ltd.
New York Branch
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Authorized Agent
SunAmerica Senior Floating Rate Fund Inc..
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC, as
subadvisor
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
Toronto Dominion (Texas), Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
CITIGROUP INVESTMENTS
CORPORATE LOAN FUND INC.
By: Travelers Asset Management
International Company LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Investment
Officer
THE TRAVELERS INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Investment
Officer
TRITON CBO III, LIMITED
By: INVESCO Senior Secured
Management, Inc., As Investment
Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Authorized
Signatory
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory
Corp, As Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory
Corp, As Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory
Corp
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇ SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory
Corp
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory
Corp
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇▇, Executive Director
VENTURE II CDO-2002, LIMITED
By its investment advisor, Barclays Bank
PLC, New York Branch
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director
Windsor Loan Funding, Limited
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Investment Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Partner
WINGED FOOT FUNDING TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Authorized Agent
Wrigley CDO, Ltd. (#1285)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive
Vice President