Amendment No. 2 to Credit Agreement among ISPAT INLAND, L.P., ISPAT INLAND INC., Burnham Trucking Company, Incoal Company, Lenders, and Credit Suisse First Boston

Summary

This amendment updates the terms of a credit agreement originally dated July 16, 1998, between ISPAT INLAND, L.P. and its affiliates, several lenders, and Credit Suisse First Boston as agent. The amendment revises definitions and financial terms, including interest rate spreads, leverage ratio categories, and calculations for EBITDA, interest expense, and total debt. It also introduces new definitions for capital expenditures and other financial metrics. The changes are effective as of March 30, 2001, and are agreed upon by the required lenders and the borrower.

EX-10.C 3 c68951ex10-c.txt AMENDMENT #2 TO THE CREDIT AGREEMENT EXHIBIT 10.C AMENDMENT NO. 2 AND AGREEMENT dated as of March 30, 2001 (this "Amendment"), to the CREDIT AGREEMENT dated as of July 16, 1998 (as amended as of September 30, 1999, the "Credit Agreement"), among ISPAT INLAND, L.P., a Delaware limited partnership (the "Borrower"), ISPAT INLAND INC., a Delaware corporation formerly named Inland Steel Company ("Inland"), BURNHAM TRUCKING COMPANY, INC., a Delaware corporation ("Burnham"), INCOAL COMPANY, a Delaware corporation ("Incoal"), the Lenders (as defined in Article I), and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch, as issuing bank (in such capacity, the "Issuing Bank"), and as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders. A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended credit to the Borrower. B. The Borrower has requested that the Required Lenders agree to amend the Credit Agreement as provided herein. C. The Required Lenders are willing so to amend the Credit Agreement, pursuant to the terms and subject to the conditions set forth herein. D. Capitalized terms used but not defined herein shall have the meanings assigned to them 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 Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended as follows: (a) The table set forth in the definition of the term "Applicable Percentage" is hereby amended and restated in its entirety to read as follows:

(b) The definition of the term "Consolidated EBITDA" is hereby amended and restated in its entirety to read as follows: "'Consolidated EBITDA' shall mean, for any period, Consolidated Net Income for such period, plus, (a) without duplication and to the extent deducted from revenues in determining Consolidated Net Income for such period, the sum of (i) the aggregate amount of Consolidated Interest Expense for such period, (ii) the aggregate amount of income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all non-recurring non-cash charges during such period and (v) the aggregate amount of non-cash interest expense on the IINV Loans for such period, and minus, without duplication and to the extent added to revenues in determining Consolidated Net Income for such period, all non-recurring, non-cash gains during such period, all as determined on a consolidated basis with respect to Inland and the Restricted Subsidiaries in accordance with GAAP." (c) The definition of the term "Consolidated Interest Expense" is hereby amended by adding prior to the "." at the end of the first sentence thereof: "; provided, that interest expense for IINV Loans shall be excluded from Consolidated Interest Expense to the extent not paid in cash" (d) The definition of the term "Total Debt" is hereby amended by (A) deleting the word "and" before clause (iii) in the parenthetical and (B) adding within the parenthetical at the end thereof the following new clauses (iv) and (v): "(iv) Indebtedness under the IINV Loans and (v) Indebtedness consisting of borrowings under Inland's receivables and inventory securitization facilities". (e) The following definitions shall be inserted in the appropriate alphabetical order: "'Capital Expenditures' shall mean, with respect to any person, all expenditures by such person that should be capitalized in accordance with GAAP, including all such expenditures with respect to fixed or capital assets (including expenditures for maintenance and repairs that should be capitalized in accordance with GAAP) and the amount of Capital Lease Obligations incurred by such person; provided, however, that any such expenditures made with, or subsequently reimbursed out of, casualty proceeds or condemnation proceeds shall in any event be excluded from the definition of Capital Expenditures, so long as such expenditures are made within 360 days of the later of the occurrence of the damage to or loss of the assets being replaced or repaired and the receipt of such proceeds in respect thereof. Notwithstanding the foregoing, and solely for purposes of determining compliance with Section 6.11, amounts expended at any 3 time after the Consolidated Leverage Ratio at the end of any quarter ended after March 31, 2001 has been less than or equal to 3.5 to 1.0 to reline and repair Inland's blast furnace #7 shall not constitute Capital Expenditures to the extent such amounts do not exceed the budgeted amounts therefor set forth in a written budget delivered to and reasonably acceptable to the Administrative Agent. 'Current Assets' shall mean, at any time, the consolidated current assets (other than cash, Permitted Investments and current and deferred income taxes) of Inland and the Restricted Subsidiaries at such time on a consolidated basis determined in accordance with GAAP. 'Current Liabilities' shall mean, at any time, the consolidated current liabilities (other than the current portion of any long-term Indebtedness, Indebtedness under revolving credit arrangements and current and deferred income tax liability) of Inland and the Restricted Subsidiaries at such time on a consolidated basis determined in accordance with GAAP. 'Excess Cash Flow' shall mean, for any fiscal year, the sum (without duplication) of: (a) Consolidated EBITDA for such fiscal year; plus (b) reductions to noncash working capital of Inland and the Restricted Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year); minus (c) the amount of any cash income taxes payable by Inland and its Restricted Subsidiaries with respect to such fiscal year; minus (d) cash interest paid (net of cash interest received) by Inland and the Restricted Subsidiaries during such fiscal year; minus (e) Capital Expenditures made in cash in accordance with Section 6.11 during such fiscal year, except to the extent financed with the proceeds of Indebtedness, casualty proceeds or condemnation proceeds; minus (f) permanent repayments or prepayments of the principal of Loans or other Indebtedness or a reduction in the amount of the Letter of Credit as a result of a drawing thereunder or a replacement thereof with cash during such fiscal year, but only to the extent that such repayments or prepayments may not be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of the Loans or such other Indebtedness; minus (g) repayments or prepayments of the principal of Indebtedness by Inland under its receivables and inventory securitization facilities in reduction of such Indebtedness until the aggregate outstanding balance under such facilities, less the balance of available cash and short-term securities at such time (net of checks issued but not cleared) ("Net Borrowing Position") is $50,000,000, where the amount of such repayment or prepayment in such fiscal year shall be the positive difference, if any, resulting from the subtraction of the Net Borrowing Position at the end of such fiscal year from the lowest Net Borrowing Position at the end of any prior fiscal year beginning with the year ending December 31, 2000; minus 4 (h) extraordinary, unusual or nonrecurring cash expenses and cash restructuring charges paid by Inland and the Restricted Subsidiaries, if any, during such fiscal year and not included in Consolidated EBITDA; minus (i) additions to noncash working capital of Inland and the Restricted Subsidiaries for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year); minus (j) cash severance, pension contributions, retiree benefit payments and similar payments made during such fiscal year, to the extent not deducted in determining Consolidated EBITDA for such fiscal year. 'IINV Loans' shall mean loans or advances by IINV or any of its Affiliates (other than the Borrower or any of its Subsidiaries) to Inland pursuant to Section 6.02(b)(iv), provided that to the extent loans or advances are made by an Affiliate of IINV, such Affiliate shall have agreed in a writing with the Administrative Agent to the subordination provisions attached hereto as Exhibit A. 'Minimum EBITDA Condition' shall mean, at any date of determination, that for each period of four consecutive fiscal quarters ending on each of the four fiscal quarter end dates preceding such date of determination, Consolidated EBITDA (as calculated under Section 6.09 but without giving effect to clause (a) of the first proviso thereto) shall have been $140,000,000 or greater." SECTION 2. Amendments to Section 2.13 of the Credit Agreement. (a) Section 2.13 of the Credit Agreement is hereby amended as follows: (i) subsection (c) thereof shall be redesignated as subsection (d) and a new subsection (c) shall be inserted therein and shall read as follows: "(c) No later than the earlier of (i) 100 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2001, and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall offer to prepay all outstanding Loans at a prepayment amount equal to 100% of the Loans prepaid in accordance with Section 2.13(d) in an aggregate principal amount equal to 50% of Excess Cash Flow for such fiscal year; provided, however, that no such offer to prepay shall be required with respect to the Excess Cash Flow for any fiscal year if the Consolidated Leverage Ratio at the end of such fiscal year was less than or equal to 3.50 to 1.00." (b) All references in the Credit Agreement to Section 2.13(c) of the Credit Agreement are hereby amended to refer instead to Section 2.13(d) of the Credit Agreement. (c) The redesignated Section 2.13(d) of the Credit Agreement is hereby amended by inserting immediately before the words "an Asset Sale" set forth in line 13 thereof the words "Excess Cash Flow or". SECTION 3. Amendments to Section 5.04 of the Credit Agreement. Section 5.04 of the Credit Agreement is hereby amended as follows: 5 (a) by redesignating current subsections (c), (d) and (e) thereof as subsections (d), (e) and (f), respectively; and (b) by inserting a new subsection (c) therein which shall read as follows: "(c) within 30 days after the end of each month (except the last month of each fiscal quarter), a consolidated balance sheet and related statements of income showing the financial condition of Inland and its consolidated subsidiaries as of the close of such month and the results of its operations and the operations of such Restricted Subsidiaries during such month, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of Inland and its consolidated subsidiaries, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;". SECTION 4. Amendment to Section 5.07 of the Credit Agreement. Section 5.07 of the Credit Agreement is hereby amended by adding at the end thereof the following: "Without limiting the foregoing, the Borrower and Inland agree to discuss their affairs, finances and condition in conference calls with Lenders at such times and at such intervals (but no more frequently than quarterly) as the Administrative Agent shall request." SECTION 5. Amendments to Section 6.02 of the Credit Agreement. (a) Section 6.02(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "(a) Incur, directly or indirectly, any Indebtedness; provided, however, that Inland and its Restricted Subsidiaries may Incur Indebtedness if, (i) on the date of such Incurrence and after giving effect thereto, the Consolidated Coverage Ratio exceeds 2.0 to 1.0 and (ii) as of the date of such Incurrence, the Minimum EBITDA Condition shall have been satisfied." (b) Section 6.02(b)(iv) of the Credit Agreement is hereby amended by (i) adding at the beginning thereof the words "(A) IINV Loans and (B)" and (ii) adding at the end thereof the following: "and provided further, however, that all IINV Loans shall (x) not require the payment of interest in cash so long as the conditions set forth in Section 6.03(c) have not been met and (y) shall be subordinated to the prior payment in full of the Obligations on the terms attached as Exhibit A to Amendment No. 2 dated as of March 30, 2001, to this Agreement". SECTION 6. Amendments to Section 6.03 of the Credit Agreement. (a) Section 6.03(a) of the Credit Agreement is hereby amended by (i) deleting the word "or" at the end of clause (ii) thereof, (ii) redesignating clause (iii) thereof as clause (iv) and (iii) adding the following as clause (iii) thereof: "(iii) the Consolidated Leverage Ratio at such time, after giving effect to such Restricted Payment, is not less than or equal to 3.0 to 1.0; or". 6 (b) Section 6.03(b) of the Credit Agreement is hereby amended (i) by inserting after the words "provided, however, that" set forth in clause (v) thereof the words "(A) no such Restricted Payments shall be permitted if at the time thereof and after giving effect thereto, the Consolidated Leverage Ratio is greater than 3.0 to 1.0 and (B)" and (ii) by deleting the word "or' at the end of clause (vii) thereof, changing the "." at the end of clause (viii) to "; or" and adding the following new clause (ix): "(ix) Restricted Payments from the proceeds of simultaneous IINV Loans or capital contributions by IINV or any of its Affiliates (other than the Borrower or any of its Subsidiaries) to Inland which are (x) in excess of $110,000,000, (y) not made in order to comply with Section 6.09 and (z) not an IINV Capex Loan." (c) The following new paragraphs (c) and (d) are hereby added at the end of Section 6.03: "(c) Repay or prepay any amounts, including principal and interest, in respect of any IINV Loans unless, after giving effect thereto and to any financing therefor, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Consolidated Leverage Ratio is less than or equal to 3.5 to 1.0 and (iii) Inland shall have available to it at least $100,000,000 of unused and available commitments under its receivables and inventory securitization facilities. (d) Anything in this Agreement to the contrary notwithstanding, it is hereby agreed that up to $60,000,000 of marketable securities received by Inland on or about March 30 2001 as the proceeds of an IINV Loan will be deemed to constitute a Permitted Investment for purposes of clause (iv) of the definition of the term Restricted Payment for a period of up to 30 days after the Effective Date of Amendment No. 2 dated as of March 30, 2001 to this Agreement." SECTION 7. Amendment to Section 6.06 of the Credit Agreement. Section 6.06 of the Credit Agreement is hereby amended by inserting immediately after the words "provided that, except" therein the words "with respect to the borrowing, repayment or prepayment of the IINV Loans and". SECTION 8. Amendment to Section 6.09 of the Credit Agreement. Section 6.09 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "SECTION 6.09. Consolidated EBITDA. Permit Consolidated EBITDA for any period of four consecutive fiscal quarters commencing on or after March 31, 2002 to be less than $140,000,000; provided that in calculating Consolidated EBITDA for any period for purposes of this Section 6.09, (a) there shall be included, without duplication, the aggregate amount of IINV Loans or capital contributions made in cash by IINV or any of its Affiliates (other than the Borrower or any of its Subsidiaries) to Inland (excluding IINV Capex Loans and IINV Loans and capital contributions referred to in Section 6.03(b)(ix)) during such four fiscal quarters less the amounts thereof returned to IINV by way of dividend, distribution, repayment of principal or return of capital as permitted hereunder during such four fiscal quarters, and (b) there shall be excluded, without duplication and to the extent otherwise included therein, all unusual, non-recurring, or extraordinary charges or credits during such period, all as determined in accordance with GAAP; and provided further that in calculating Consolidated 7 EBITDA for the fiscal quarters ending March 31, 2002, June 30, 2002 and September 30, 2002 the $60,000,000 IINV Loan made to Inland on or about March 30, 2001 shall be deemed to have been made in three (3) installments of $20,000,000 each in the fiscal quarters ending June 30, 2001, September 30, 2001 and December 31, 2001." SECTION 9. Addition of Capital Expenditures Limit. A new Section 6.11 is hereby added to the Credit Agreement and shall read as follows: "SECTION 6.11. Capital Expenditures. (a) Permit the aggregate amount of Capital Expenditures made by the Borrower, Inland and the Restricted Subsidiaries in any fiscal year set forth below to exceed the amount set forth opposite such year below: Year Amount ---- ------ 2001 $38,000,000 2002 $60,000,000 2003 $60,000,000 2004 $60,000,000 2005 $60,000,000 2006 $60,000,000 (b) Notwithstanding anything to the contrary contained in paragraph (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower, Inland and the Restricted Subsidiaries pursuant to Section 6.11(a) in any fiscal year is less than the amount permitted by Section 6.11(a) with respect to such fiscal year, the amount of such difference may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal year (after the full amount of Capital Expenditures otherwise permitted to be made under Section 6.11(a) in such fiscal year, without regard to the provisions of this paragraph (b), have been made); provided that the amounts once carried forward to such succeeding fiscal year shall lapse and terminate at the end of such fiscal year. (c) In addition, if the Consolidated Leverage Ratio at the end of any fiscal year ending on or after December 31, 2001 is equal to or less than 3.5 to 1.0, then the amount of Capital Expenditures permitted pursuant to Section 6.11(a) in the next fiscal year shall be increased to the depreciation expense of Inland and its Restricted Subsidiaries for such fiscal year then ended. (d) In addition, the amount of Capital Expenditures permitted pursuant to Section 6.11(a) with respect to any fiscal year shall be increased by the aggregate principal amount of IINV Loans or capital contributions made after March 31, 2001 ("IINV Capex Loans"), provided that the aggregate principal amount of IINV Loans outstanding immediately prior to the making of such IINV Capex Loans (net of any IINV Loans made in order to comply with Section 6.09 or referred to in Section 6.03(b)(ix)) shall not be less than $110,000,000." SECTION 10. Amendment to Section 10.04(b) of the Credit Agreement. Section 10.04(b) of the Credit Agreement is hereby amended by deleting the reference therein to "$5,000,000" and substituting in lieu thereof a reference to "$1,000,000". 8 SECTION 11. Agreements. IINV, the Borrower and Inland hereby agree, for the benefit of the Lenders, the Issuing Bank, the Administrative Agent and the Collateral Agent, that all IINV Loans, whether made prior to or after the Effective Date (as defined below) shall be, and hereby are, subordinated to the Obligations on the terms attached hereto as Exhibit A, which are incorporated by reference in and deemed part of the IINV Loans. SECTION 12. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower, Inland, Burnham and Incoal represent and warrant to each of the Lenders, the Administrative Agent, the Issuing Bank and the Collateral Agent that (a) the aggregate amount of start-up costs and expenses incurred during the first fiscal quarter of 2001 in connection with Inland's 80-inch hot strip mill project were less than or equal to $28,000,000, (b) after giving effect to this Amendment, the representations and warranties set forth in Article III 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 and except that with respect to the representations and warranties (x) in Section 3.06, the date applicable shall be December 31, 2000 rather than December 31, 1997 and (y) in Sections 3.09 and 3.17, such representations and warranties are qualified by reference to Inland's filings under the Securities Exchange Act of 1934 for current information regarding matters of the type referred to in said Sections 3.09 and 3.17 and (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. SECTION 13. Effectiveness. This Amendment shall become effective as of the date first written above on the date on which (a) Inland shall have received on or after January 1, 2001, and there shall be outstanding, not less than $110,000,000 in aggregate principal amount of IINV Loans and (b) the Administrative Agent shall have received (i) counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors, the Required Lenders and the Administrative Agent and (ii) the Amendment Fee referred to below. Such date is referred to herein as the "Effective Date". SECTION 14. Amendment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender (including Credit Suisse First Boston in its capacity as a Lender) that delivers an executed counterpart of this Amendment to the Administrative Agent on or prior to the Effective Date, as consideration for entering into this Amendment, an amendment fee equal to 0.25% of the aggregate amount of such Lender's outstanding Loans and L/C Exposure under the Credit Agreement calculated as of the Effective Date. Such amendment fee shall be payable in immediately available funds on and subject to the occurrence of the Effective Date. SECTION 15. 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 any Loan Party 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. This Amendment shall 9 apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 16. 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 contract. Delivery of an 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 17. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 18. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 19. Expenses. The Borrower agrees to reimburse the Administrative Agent for all out-of-pocket expenses in connection with this Amendment, including the fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. ISPAT INLAND, L.P., by 9064-4816 QUEBEC, INC., its general partner, by /s/ Richard LeBlanc ----------------------------------------- Name: Richard LeBlanc Title: Secretary ISPAT INLAND INC., by /s/ T.A. McCue ----------------------------------------- Name: T.A. McCue Title: Treasurer BURNHAM TRUCKING COMPANY, INC., by /s/ T.A. McCue ----------------------------------------- Name: T.A. McCue Title: Vice President & Assistant Treasurer INCOAL COMPANY, by /s/ T.A. McCue ----------------------------------------- Name: T.A. McCue Title: Treasurer ISPAT INTERNATIONAL N.V., by /s/ Richard LeBlanc ----------------------------------------- Name: Richard LeBlanc Title: Managing Director by /s/ Bhikam C. Agarwel ----------------------------------------- Name: Bhikam C. Agarwel Title: Chief Financial Officer CREDIT SUISSE FIRST BOSTON, individually, and as Administrative Agent, Collateral Agent and Issuing Bank, by /s/ Robert Hetu ----------------------------------------- Name: Robert Hetu Title: Director by /s/ William S. Lutkins ----------------------------------------- Name: William S. Lutkins Title: Vice President 11 ADDISON CDO, LIMITED (ACCT 1279) by Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President AERIES FINANCE-II LTD. by INVESCO Senior Secured Management, Inc. as Sub-Managing Agent by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AMARA-I FINANCE, LTD. by INVESCO Senior Secured Management, Inc. as Sub-advisor by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AVALON CAPITAL LTD. by INVESCO Senior Secured Management, Inc. as Portfolio Advisor by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AVALON CAPITAL LTD. 2 by INVESCO Senior Secured Management, Inc. as Portfolio Advisor by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory 12 ATHENA CDO, LIMITED (ACCT 1277) by Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President BEDFORD CDO, LIMITED (ACCT 1276) by Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President BOEING CAPITAL CORP. by /s/ James C. Hammersmith ----------------------------------------- Name: James C. Hammersmith Title: Senior Documentation Officer CAPTIVA FINANCE LTD. by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director CAPTIVA II FINANCE LTD. by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director CAPTIVA III FINANCE LTD. (ACCT. 275), as advised by Pacific Investment Management Company LLC by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director CAPTIVA IV FINANCE LTD. (ACCT. 1275), as advised by Pacific Investment Management Company LLC by /s/ David Dyer ----------------------------------------- Name: David Dyer Title: Director 13 CATALINA CDO LTD. (ACCT 1287) by Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President CERES FINANCE LTD. by INVESCO Senior Secured Management, Inc. as Sub-Managing Agent by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory CITIBANK N.A. as Additional Investment Manager for and on behalf of Five Finance Corporation by /s/ Martin Davey ----------------------------------------- Name: Martin Davey Title: Vice President, Alternative Investment Strategies by /s/ Daniel Slotkin ----------------------------------------- Name: Daniel Slotkin Title: Vice President COMERICA BANK by /s/ Aurora Battaglia ----------------------------------------- Name: Aurora Battaglia Title: Vice President CYPRESSTREE SENIOR FLOATING RATE FUND by CypressTree Investment Management Company, Inc. as Portfolio Manager by /s/ Jonathan D. Sharkey ----------------------------------------- Name: Jonathan D. Sharkey Title: Principal 14 CYPRESSTREE INVESTMENT PARTNERS I, LTD by CypressTree Investment Management Company, Inc. as Portfolio Manager by /s/ Jonathan D. Sharkey ----------------------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTMENT PARTNERS II, LTD by CypressTree Investment Management Company, Inc. as Portfolio Manager by /s/ Jonathan D. Sharkey ----------------------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTMENT FUND, LLC by CypressTree Investment Management Company, Inc. its Managing Member by /s/ Jonathan D. Sharkey ----------------------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INSTITUTIONAL FUND, LLC by CypressTree Investment Management Company, Inc. its Managing Member by /s/ Jonathan D. Sharkey ----------------------------------------- Name: Jonathan D. Sharkey Title: Principal CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., as Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager by /s/ Jonathan D. Sharkey ----------------------------------------- Name: Jonathan D. Sharkey Title: Principal 15 DEBT STRATEGIES FUND, INC. by /s/ Jaimin Patel ----------------------------------------- Name: Jaimin Patel Title: Authorized Signatory DELANO COMPANY (ACCT 274) by Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President ELT LTD. by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Authorized Agent FOOTHILL by /s/ Jeff Nikora ----------------------------------------- Name: Jeff Nikora Title: Managing Member HARBOURVIEW CBO I, LTD. by /s/ David Foxhoven ----------------------------------------- Name: David Foxhoven Title: Assistant Vice President HARBOURVIEW CDO II, LTD. by /s/ David Foxhoven ----------------------------------------- Name: David Foxhoven Title: Assistant Vice President INDOSUEZ CAPITAL FUNDING IIA, LIMITED by Indosuez Capital as Portfolio Advisor by /s/ Melissa Marano ----------------------------------------- Name: Melissa Marano Title: Vice President 16 INDOSUEZ CAPITAL FUNDING III, LIMITED by Indosuez Capital as Portfolio Advisor by /s/ Melissa Marano ----------------------------------------- Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING IV, L.P. by Indosuez Capital as Portfolio Advisor by /s/ Melissa Marano ----------------------------------------- Name: Melissa Marano Title: Vice President INDOSUEZ CAPITAL FUNDING VI, LIMITED by Indosuez Capital as Collateral Manager by /s/ Melissa Marano ----------------------------------------- Name: Melissa Marano Title: Vice President JISSEKIKUN FUNDING, LTD. (ACCT 1288) by Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President KEMPER FLOATING RATE FUND by /s/ Kelly D. Babson ----------------------------------------- Name: Kelly D. Babson Title: Managing Director KZH CYPRESSTREE-1 LLC by /s/ Kimberly Rowe ----------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH RIVERSIDE LLC by /s/ Kimberly Rowe ----------------------------------------- Name: Kimberly Rowe Title: Authorized Agent 17 KZH SHOSHONE LLC by /s/ Kimberly Rowe ----------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH SOLEIL-2 LLC by /s/ Kimberly Rowe ----------------------------------------- Name: Kimberly Rowe Title: Authorized Agent LONGHORN CDO (CAYMAN) LTD by Merrill Lynch Investment Manager, L.P. as Investment Advisor by /s/ Jaimin Patel ----------------------------------------- Name: Jaimin Patel Title: Authorized Signatory MERRILL LYNCH GLOBAL INVESTMENT SERIES BANK LOAN INCOME PORTFOLIO by Merrill Lynch Investment Managers, L.P. as Investment Advisor by /s/ Jaimin Patel ----------------------------------------- Name: Jaimin Patel Title: Authorized Signatory MERRILL LYNCH GLOBAL INVESTMENT SERIES INCOME STRATEGIES PORTFOLIO by Merrill Lynch Investment Managers, L.P. as Investment Advisor by /s/ Jaimin Patel ----------------------------------------- Name: Jaimin Patel Title: Authorized Signatory MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED by /s/ Neil Brisson ----------------------------------------- Name: Neil Brisson Title: Director 18 MERRILL LYNCH PRIME RATE PORTFOLIO by Merrill Lynch Investment Managers, L.P. as Investment Advisor by /s/ Jaimin Patel ----------------------------------------- Name: Jaimin Patel Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. by /s/ Jaimin Patel ----------------------------------------- Name: Jaimin Patel Title: Authorized Signatory ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. by ING Pilgrim Investments, as its Investment Manager by /s/ Charles E. LeMieux, CFA ----------------------------------------- Name: Charles E. LeMieux, CFA Title: Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. by ING Pilgrim Investments, as its Investment Manager by /s/ Charles E. LeMieux, CFA ----------------------------------------- Name: Charles E. LeMieux, CFA 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 19 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST by /s/ Peter Gewirtz ----------------------------------------- Name: Peter Gewirtz Title: Vice President MOUNTAIN CAPITAL CLO I, LTD. by /s/ Darren P. Riley ----------------------------------------- Name: Darren P. Riley Title: Director MOUNTAIN CAPITAL CLO II LTD. by /s/ Darren P. Riley ----------------------------------------- Name: Darren P. Riley Title: Director MUIRFIELD TRADING LLC by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Assistant Vice President NANTUCKET CBO, LIMITED (ACCT 276) by Pacific Investment Management Company, LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President NORTH AMERICAN SENIOR FLOATING RATE FUND by CypressTree Investment Management Company, Inc. as Portfolio Manager by /s/ Jonathan D. Sharkey ----------------------------------------- Name: Jonathan D. Sharkey Title: Principal 20 OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD by INVESCO Senior Secured Management, Inc. as Subadvisor by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory OLYMPIC FUNDING TRUST, SERIES 1999-1 by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Authorized Agent OPPENHEIMER SENIOR FLOATING RATE FUND by /s/ David Foxhoven ----------------------------------------- Name: David Foxhoven Title: Assistant Vice President OSPREY INVESTMENT PORTFOLIO by Citibank, N.A., as Manager by /s/ Martin Davey ----------------------------------------- Name: Martin Davey Title: Vice President, Alternative Investment Strategies PACIFICA PARTNERS I, L.P. by Imperial Credit Asset Management as its Investment Manager by /s/ Sean R. Walker ----------------------------------------- Name: Sean R. Walker Title: Vice President PACIFIC LIFE CBO 1998-1 LTD. by /s/ Larry J. Card ----------------------------------------- Name: Larry J. Card Title: Executive Vice President by /s/ Michael Long ----------------------------------------- Name: Michael Long Title: Assistant Vice President 21 PACIFIC SELECT HIGH YIELD by /s/ Larry J. Card ----------------------------------------- Name: Larry J. Card Title: Executive Vice President by /s/ Michael Long ----------------------------------------- Name: Michael Long Title: Assistant Vice President PACIFIC REDWOOD CBO LTD. by /s/ Larry J. Card ----------------------------------------- Name: Larry J. Card Title: Executive Vice President by /s/ Michael Long ----------------------------------------- Name: Michael Long Title: Assistant Vice President PIMCO HIGH YIELD FUND (ACCT 705) by Pacific Investment Management Company LLC, as its Investment Advisor for the PIMCO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President PROMETHEUS INVESTMENT FUNDING NO. 1 LTD. by CPF Asset Advisory, L.P. as Investment Manager by /s/ Irv Roa ----------------------------------------- Name: Irv Roa Title: Associate Director by /s/ Timothy L. Harrod ----------------------------------------- Name: Timothy L. Harrod Title: Director PROSPECT INTERNATIONAL DEBT STRATEGY FUND by /s/ Preston I. Carnes, Jr. ----------------------------------------- Name: Preston I. Carnes, Jr. Title: Vice President 22 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA by /s/ B. Ross Smead ----------------------------------------- Name: B. Ross Smead Title: Vice President ROYALTON COMPANY (ACCT 280) by Pacific Investment Management Company LLC, as its Investment Advisor by /s/ Raymond G. Kennedy ----------------------------------------- Name: Raymond G. Kennedy Title: Executive Vice President SENIOR HIGH INCOME PORTFOLIO, INC. by /s/ Jaimin Patel ----------------------------------------- Name: Jaimin Patel Title: Authorized Signatory SEQUILS-CUMBERLAND I, LTD. by Deerfield Capital Management, L.L.C. as its Collateral Manager by /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President SRF 2000 LLC by /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Assistant 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 23 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 STEIN ROE & FARNHAM INCORPORATED, as Agent for Keyport Life Insurance Company by /s/ James R. Fellows ----------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager STEIN ROE & FARNHAM CLO I LTD., by Stein Roe & Farnham Incorporated, as Portfolio Manager by /s/ James R. Fellows ----------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY by /s/ James R. Fellows ----------------------------------------- Name: James R. Fellows Title: Sr. Vice President, Stein Roe & Farnham Incorporated, as Advisor to the Stein Roe Floating Rate Limited Liability Company 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: Sr. Vice President & Portfolio Manager 24 STRATA FUNDING LTD. by INVESCO Senior Secured Management, Inc. as Sub-Managing Agent by /s/ Gregory Stoeckle ----------------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory STRATEGIC MANAGED LOAN PORTFOLIO by Citibank, N.A., as Manager by /s/ Martin Davey ----------------------------------------- Name: Martin Davey Title: Vice President, Alternative Investment Strategies TEXTRON FINANCIAL CORPORATION by /s/ Matthew J. Colgan ----------------------------------------- Name: Matthew J. Colgan Title: Director TRANSAMERICA BUSINESS CAPITAL CORPORATION, as successor in interest to Transamerica Business Credit Corporation by /s/ Steve Goetschius ----------------------------------------- Name: Steve Goetschius Title: Senior Vice President VAN KAMPEN CLO I, LIMITED by Van Kampen Management, Inc., as Collateral Manager by /s/ Darvin D. Pierce ----------------------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN CLO II, LIMITED by Van Kampen Management, Inc., as Collateral Manager by /s/ Darvin D. Pierce ----------------------------------------- Name: Darvin D. Pierce Title: Principal 25 VAN KAMPEN PRIME RATE INCOME TRUST by Van Kampen Investment Advisory Corp. by /s/ Darvin D. Pierce ----------------------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN SENIOR FLOATING RATE FUND by Van Kampen Investment Advisory Corp. by /s/ Darvin D. Pierce ----------------------------------------- Name: Darvin D. Pierce Title: Principal VAN KAMPEN SENIOR INCOME TRUST by Van Kampen Investment Advisory Corp. by /s/ Darvin D. Pierce ----------------------------------------- Name: Darvin D. Pierce Title: Principal WINDSOR LOAN FUNDING, LIMITED by Stanfield Capital Partners LLC as its Investment Manager by /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner