Amendment No. 5 to Credit Agreement among Lyondell Chemical Company and Lenders

Summary

This amendment updates the terms of a credit agreement originally dated July 23, 1998, between Lyondell Chemical Company and a group of lenders, including Morgan Guaranty Trust Company of New York and Credit Suisse First Boston. The amendment revises financial definitions, adjusts financial ratio requirements, and clarifies prepayment procedures. It also introduces new terms related to asset sales and prepayment of senior notes. The amendment becomes effective once signed by the required parties and upon payment of related fees, and is governed by New York law.

EX-4.8(B) 3 dex48b.txt AMENDMENT NO. 5 TO CREDIT AGREEMENT Exhibit 4.8(b) CONFORMED COPY AMENDMENT NO. 5 TO THE CREDIT AGREEMENT AMENDMENT No. 5 dated as of March 27, 2001 to the Credit Agreement dated as of July 23, 1998 (as heretofore amended, the "CREDIT AGREEMENT") among LYONDELL CHEMICAL COMPANY, the LENDERS party thereto, the DOCUMENTATION AGENTS party thereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and DLJ CAPITAL FUNDING, INC., as Syndication Agent. The parties hereto agree as follows: Section 1.01. 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 1.02. Amendments. (a) The definition of "Adjusted EBITDA" in Section 1.01 is amended to read in its entirety as follows: "ADJUSTED EBITDA" means, for any period, the sum of (i) the EBITDA of the Non-JV Group for such period, adjusted to exclude the effect of one time charges incurred in connection with (A) the Acquisition and subsequent Asset Sales (other than a TDI Sale) in an aggregate amount not exceeding $250,000,000 and (B) a TDI Sale, plus (ii) the Distributable Cash Flow of all Borrower Joint Ventures and non-wholly owned Subject Assets Transferees for such period. (b) The definition of "Excess Cash Flow Prepayment Amount" is amended by adding at the end thereof, before the period, the following: and the aggregate principal amount of the New Senior Notes prepaid during such period pursuant to Section 5.15(b)(viii) (c) The following definition is added in alphabetical order to Section 1.01 of the Credit Agreement: "TDI SALE" means an Asset Sale of all or any part of the Company's Isocyanates business (including the transfer or assignment of the TDI Assets or the TDI Agreements), whether consisting of one transaction or more than one related or unrelated transactions. (d) Section 1.02(c) of the Credit Agreement is amended by replacing the parenthetical "(other than the Acquisition)" in the third sentence of the clause with the following: (other than (i) the Acquisition and (ii) a TDI Sale) (e) Section 2.09 of the Credit Agreement is amended to add at the end of clause (i) of the first proviso of subsection (a) the phrase "except as provided in Section 2.09(d)", and Section 2.09 is further amended to add thereto the following: (d) Notwithstanding the foregoing, if the Borrower includes in its notice to the Administrative Agent pursuant to Section 2.09(a) of its election to prepay any Group of Loans (which for purposes of this subsection (d) may include an election to prepay Term Loans-E) that the Lenders may reject the prepayment so proposed by the Borrower, then the provisions of Section 2.04(e), (f) and (h) shall apply to any such offered prepayment, mutatis mutandis, as though the offered prepayment were a mandatory prepayment of the Term Loans pursuant to Section 2.04(d)(i) or (ii); provided, however, to the extent any Lender accepts a prepayment offered pursuant to this subsection (d), such prepayment shall be made together with any applicable premium specified in Section 2.09(a). (f) 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: PERIOD RATIO ------ ----- January 1, 2001 - March 30, 2002 6.00 March 31, 2002 - June 29, 2002 5.50 June 30, 2002 - September 29, 2002 5.00 September 30, 2002 - December 30, 2002 4.75 December 31, 2002 - March 30, 2003 4.50 March 31, 2003 - March 30, 2004 4.00 At all times thereafter 3.00 2 (g) 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 ------ ------ January 1, 2001 - September 30, 2001 1.50 October 1, 2001 - December 31, 2001 1.60 January 1, 2002 - March 31, 2002 1.85 April 1, 2002 - June 30, 2002 1.95 July 1, 2002 - September 30, 2002 2.00 October 1, 2002 - December 31, 2002 2.15 At any time thereafter 2.60 (h) Section 5.13 of the Credit Agreement is amended by the addition of the following clause (iv) at the end thereof: 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 TDI Sale. (i) Section 5.15(b) of the Credit Agreement is amended by the addition of the following new clauses (vii) and (viii): , (vii) the New Senior Notes from Net Cash Proceeds and Excess Cash Flow Prepayment Amounts to the extent that those Net Cash Proceeds and Excess Cash Flow Prepayment Amounts are not applied to prepayment of the Term Loans pursuant to Section 2.04(d) by reason of Sections 2.04(f) and (h)(ii) thereof and (viii) the New Senior Notes to the extent of any amount that is offered in prepayment, and is not applied to prepayment, of the Term Loans pursuant to Section 2.09(d). Section 1.03. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. Section 1.04. 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. 3 Section 1.05. Effectiveness. This Amendment shall become effective on the first date (the "AMENDMENT 5 EFFECTIVE DATE") on which the Administrative Agent shall have received: (a) 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 telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); and (b) receipt by each of the Agents, the Arranger and the Co-Arrangers of 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 5 Effective Date in connection with the Loan Documents. Promptly after the Amendment 5 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. 4 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/ Karen A. Twitchell ----------------------- Title: Vice President and Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and as Lender By: /s/ Colleen B. Galle --------------------- Title: Vice President CREDIT SUISSE FIRST BOSTON (formerly known as DLJ Capital Funding, Inc.), as Syndication Agent and as Lender By: /s/ Paul L. Colon ------------------ Title: Vice President BANK OF AMERICA, N.A., as Documentation Agent and as Lender By: /s/ Michael J. Dillon ---------------------- Title: Managing Director THE CHASE MANHATTAN BANK, as Documentation Agent By: /s/ Steve A. Nordaker ---------------------- Title: Managing Director 2 CITIBANK, N.A., as Documentation Agent and as Lender By: /s/ Eileen G. Ogimachi ----------------------- Title: Attorney-in-Fact ABN AMRO BANK N.V. By: /s/ Angela Noique ------------------ Title: Vice President By: /s/ Scott J. Albert -------------------- Title: Group Vice President ADDISON CDO, Limited (Acct 1279) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------ Title: Executive Vice President AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory 3 AIM FLOATING RATE PORTFOLIO By: INVESCO Senior Secured Management, Inc. as attorney in fact By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory AIMCO CDO SERIES 2000-A By: /s/ Jerry D. Zinkula --------------------- Title: Authorized Signatory By: /s/ Patricia W. Wilson ----------------------- Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula --------------------- Title: Authorized Signatory By: /s/ Patricia W. Wilson ----------------------- Title: Authorized Signatory Title: AMARA-1 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Subadviser By: /s/ Joseph Rotondo -------------------- Title: Authorized Signatory 4 AMARA-2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Subadviser By: /s/ Joseph Rotondo -------------------- Title: Authorized Signatory APEX (IDM) CDO I, LTD. By: /s/ William A. Hayes --------------------- Title: Director ARAB BANK PLC By: /s/ Samer Tamimi ----------------- Title: Vice President ARCHIMEDES FUNDING II, LTD By: ING Capital Advisors, LLC as Collateral Manager By: /s/ Michael J. Campbell ------------------------- Title: Managing Director ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC as Collateral Manager By: -------------------------- Title: 5 ARES III CLO LTD. By: Ares CLO Management LLC By: /s/ Seth J. Brufsky -------------------- Title: Vice President ARES IV CLO LTD. By: Ares CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, Its Managing Member By: /s/ Seth J. Brufsky -------------------- Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: Ares Management II, L.P., its General Partner By: /s/ Seth J. Brufsky -------------------- Title: Vice President ATHENA CDO, Limited (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Manager By: ---------------------------- Title: 6 AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory BALANCED HIGH-YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Michael J. Campbell ------------------------ Title: Managing Directory BANK LEUMI USA By: /s/ Joung Hee Hong ------------------- Title: Vice President 7 BANK OF CANTON OF CALIFORNIA By: /s/ Ben Hom ------------ Title: Senior Vice President THE BANK OF NEW YORK By: /s/ Raymond J. Palmer ---------------------- Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ F.C.H. Ashby ----------------- Title: Senior Manager Loan Operations THE BANK OF TOKYO-MITSUBISHI LTD., HOUSTON AGENCY By: /s/ K. Glasscock ----------------- Title: Vice President & Manager BANK ONE, NA (formerly known as The First National Bank of Chicago) By: /s/ Daniel A. Davis --------------------- Title: Vice President 8 BANK POLSKA KASA OPIEKI S.A. NEW YORK BRANCH By: /s/ Hussein B. El-Tawil ------------------------ Title: Vice President BANKBOSTON, N.A. By: -------------------------- Name: Title: BANKERS TRUST COMPANY By: -------------------------- Name: Title: BNP PARIBAS By: /s/ Stephanie Rogers --------------------- Title: Vice President By: /s/ Shayn P. March ------------------- Title: Vice President BARCLAYS BANK PLC By: /s/ Nicholas A. Bell --------------------- Title: Director 9 BATTERSON PARK, CBO I By: General Re-New England Asset Management Inc., as Collateral Manager By: --------------------------- Name: Title: BATTERY PARK CDO, LTD By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor By: /s/ Richard W. Stewart ----------------------- Title: Director BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH By: /s/ Laura DePersis ------------------- Title: Director By: /s/ Shannon Batchman --------------------- Title: Director BHF (USA) CAPITAL CORPORATION By: /s/ Thomas J. Scifo -------------------- Title: Vice President By: /s/ Nina Zhou -------------- Title: Associate 10 CAPTIVA FINANCE LTD. By: /s/ David Dyer --------------- Title: Director CAPTIVA II FINANCE LTD. By: /s/ David Dyer --------------- Title: Director CAPTIVA III FINANCE, LTD. (Acct. 275), as advised by Pacific Investment Management Company LLC By: /s/ David Dyer --------------- Title: Director CAPTIVA IV FINANCE, LTD. (Acct. 1275), as advised by Pacific Investment Management Company By: /s/ David Dyer --------------- Title: Director CARAVELLE INVESTMENT FUND, LLC By: Caravelle Advisors By: /s/ Dean Criares ----------------- Title: Managing Director 11 CARILLON HOLDING, LIMITED By: ------------------------ Name: Title: CARLYLE HIGH YIELD FUND, L.P. By: /s/ Linda M. Pace ------------------ Title: Vice President CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda M. Pace ------------------ Title: Vice President CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Linda M. Pace ------------------ Title: Vice President CERES FINANCE LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory 12 CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent (Financial) By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH By: /s/ Wan-Tu Yeh --------------- Title: SVP & General Manager CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory THE CHASE MANHATTAN BANK (formerly known as Chase Bank of Texas National Association) By: /s/ Steve A. Nordaker ---------------------- Title: Managing Director 13 CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY By: /s/ Shyh Jiann Peng -------------------- Title: SVP & General Manager CLYDESDALE CBO I, LTD. By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor By: /s/ Richard W. Stewart ----------------------- Title: Director COLISEUM FUNDING LTD. By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ---------------------- Title: Investment Officer COLUMBUS LOAN FUNDING LTD. By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ---------------------- Title: Investment Officer 14 CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Sean Mounier ----------------- Title: First Vice President By: /s/ Marcus Edward ------------------ Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Philippe Soustra --------------------- Title: Executive Vice President CREDIT SUISSE FIRST BOSTON By: /s/ Paul L. Colon ------------------ Title: Vice President By: /s/ James P. Moran ------------------- Title: Director CRESCENT/MACH I PARTNERS LP By: TCW Asset Management Company, its Investment Manager By: /s/ Jonathan Berg ------------------ Title: Assistant Vice President 15 CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: /s/ Philip C. Robbins ---------------------- Title: Principal CYPRESSTREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: /s/ Philip C. Robbins ---------------------- Title: Principal CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company, Inc. its Managing Member By: /s/ Philip C. Robbins ---------------------- Title: Principal CYPRESSTREE INVESTMENT PARTNERS II, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: /s/ Philip C. Robbins ---------------------- Title: Principal 16 CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Philip C. Robbins ---------------------- Title: Principal THE DAI-ICHI KANGYO BANK LIMITED By: /s/ Takayuki Kumagai --------------------- Title: Vice President DEBT STRATEGIES FUND, INC. By: ----------------------- Name: Title: DELANO COMPANY (Acct 274) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------ Title: Executive Vice President 17 DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Deborah Carlson -------------------- Title: First Vice President By: /s/ Ken Hamilton ----------------- Title: Senior Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ------------------ Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ------------------ Title: Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ------------------ Title: Vice President 18 ELC (CAYMAN) LTD. By: /s/ William A. Hayes --------------------- Title: Director ELC (CAYMAN) LTD. 1999-III By: /s/ William A. Hayes --------------------- Title: Director ELC (CAYMAN) LTD. 2000-I By: /s/ William A. Hayes --------------------- Title: Director ELC (CAYMAN) LTD. CDO SERIES 1999-I By: /s/ William A. Hayes --------------------- Title: Director ELC (CAYMAN) LTD. 1999-II By: /s/ William A. Hayes --------------------- Title: Director ELT LTD. By: /s/ Ann E. Morris ------------------ Title: Authorized Agent 19 FC CBO LIMITED By: /s/ David Wales ---------------- Title: Collateral Manager FC CBO II LIMITED By: /s/ David Wales ---------------- Title: Collateral Manager FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND By: /s/ John H. Costello --------------------- Title: Assistant Treasurer FIDELITY SUMMER STREET TRUST: FIDELITY CAPITAL & INCOME FUND By: /s/ John H. Costello --------------------- Title: Assistant Treasurer 20 CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC. As: Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager By: ------------------------ Title: FIRST COMMERCIAL BANK By: /s/ Dong-Ho Wang ----------------- Title: SVP & General Manager FIRST DOMINION FUNDING I By: ------------------------- Name: Title: FIRST DOMINION FUNDING II By: ------------------------- Name: Title: FIRST DOMINION FUNDING III By: ------------------------- Name: Title: 21 FIRST UNION NATIONAL BANK By: /s/ Charles B. Edmondson ------------------------- Title: Assistant Vice President CITIBANK N.A. as additional Investment Manager for and on behalf of Five Finance Corporation By: /s/ Mike Regan --------------- Title: Vice President By: /s/ Daniel Slotkin ------------------- Title: Vice President FLOATING RATE PORTFOLIO By: INVESCO Senior Secured Management, Inc., as attorney-in-fact By: ----------------------- Name: Title: FRANKLIN FLOATING RATE TRUST By: /s/ Chauncey Lufkin -------------------- Title: Vice President 22 FRANKLIN CLO I, LIMITED By: /s/ Chauncey Lufkin -------------------- Title: Vice President FREMONT INVESTMENT & LOAN By: /s/ Maria Chachere ------------------- Title: Vice President THE FUJI BANK, LIMITED, NEW YORK BRANCH By: /s/ John D. Doyle ------------------ Title: Vice President & Manager GALAXY CLO 1999-1, LTD. By: SAI Investment Adviser, Inc., its Collateral Manager By: /s/ Kevin J. Buckle --------------------- Title: Authorized Agent GENERAL AMERICAN LIFE INSURANCE COMPANY By: ------------------------ Name: Title: 23 GRAYSON & CO. By: Boston Management and Research as Investment Advisor By: /s/ Scott H. Page ------------------ Title: Vice President SANKATY ADVISORS, INC. as Collateral Manager for GREAT POINT CLO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter ------------------- Title: Managing Director Portfolio Manager GUARANTY FEDERAL BANK, F.S.B. By: ---------------------- Name: Title: GULF INTERNATIONAL BANK B.S.C. By: /s/ M. Khalidi --------------- Title: Vice President By: /s/ I. N. Baconi ----------------- Title: Executive Vice President HAMILTON BANK By: ------------------------ Name: Title: 24 HARBOURVIEW CDO II, LTD. By: /s/ David Foxhoven ------------------- Title: Assistant Vice President IMPERIAL BANK By: /s/ Gerald R. Finney, Jr. -------------------------- Title: Vice President THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P. By: ING Capital Advisors LLC as Investment Advisor By: --------------------------- Name: Title: J.H. WHITNEY MARKET VALUE FUND, L.P. By: /s/ Michael B. DeFlorio ------------------------ Title: Managing Director JHW CASH FLOW FUND I, L.P. By: /s/ Michael B. DeFlorio ------------------------ Title: Managing Director 25 JISSEKIKUN FUNDING LTD. (Acct 1288) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------ Title: Executive Vice President KBC BANK By: /s/ Robert Snauffer -------------------- Title: First Vice President By: /s/ Patrick A. Janssens ------------------------ Title: Vice President KEMPER FLOATING RATE FUND By: /s/ Kelly Babson ----------------- Title: Managing Director KZH III LLC By: ------------------------- Name: Title: 26 KZH CNC LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH CRESCENT LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH CRESCENT-2 LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH CRESCENT-3 LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH-CYPRESSTREE-1 LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent 27 KZH ING-1 LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH ING-2 LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH ING-3 LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH LANGDALE LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH PONDVIEW LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent 28 KZH RIVERSIDE LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH SHOSHONE LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH SOLEIL LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent KZH STERLING LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent 29 KZH WATERSIDE LLC By: /s/ Kimberly Rowe ------------------ Title: Authorized Agent LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated, As Adviser By: /s/ James R. Fellows --------------------- Title: Sr. Vice President & Portfolio Manager LONGHORN CDO (CAYMAN) LTD. By: Merrill Lynch Asset Management, L.P., as Attorney-in-Fact By: ------------------------ Name: Title: LONGLANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ Renee Nadlen ----------------- Title: Managing Director 30 MAGNETITE ASSET INVESTORS L.L.C. By: Blackrock Financial Management, Inc. As Managing Member By: --------------------------- Name: Title: MAGNETITE ASSET INVESTORS III L.L.C. By: Blackrock Financial Management, Inc. As Managing Member By: --------------------------- Name: Title: MAPLEWOOD (CAYMAN) LTD. By: Massachusetts Mutual Life Insurance Company as Investment Manager By: /s/ Steven J. Katz ------------------- Title: Second Vice President and Associate General Counsel MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson and Company Incorporated, as Investment Advisor By: /s/ Mark A. Ahmed ------------------ Title: Managing Director 31 MASTER SENIOR FLOATING RATE TRUST By: ------------------------- Name: Title: MEDICAL LIABILITY MUTUAL INSURANCE COMPANY By: INVESCO Senior Secured Management, Inc., as Investment Manager By: ------------------------- Name: Title: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: ------------------------- Name: Title: MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: ------------------------- Name: Title: 32 MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: ------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: ------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC. By: ------------------------- Name: Title: MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: ------------------------- Name: Title: 33 METROPOLITAN LIFE INSURANCE COMPANY By: /s/ James R. Dingler --------------------- Title: Director THE MITSUBISHI TRUST AND BANKING CORPORATION By: /s/ Toshihiro Hayashi ---------------------- Title: Senior Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments, as its Investment Manager By: /s/ Charles E. LeMieux, CFA ---------------------------- Title: Vice President MONUMENTAL LIFE INSURANCE COMPANY, successor by merger to Commonwealth Life Insurance Co. By: /s/ John Bailey ---------------- Title: Vice President 34 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: /s/ Sheila A. Finnerty ----------------------- Title: Senior Vice President MOUNTAIN CAPITAL CLO II LTD. By: /s/ Darren P. Riley -------------------- Title: Director NATIONAL BANK OF EGYPT NEW YORK BRANCH By: ------------------------- Name: Title: NATIONAL WESTMINSTER BANK PLC By: NatWest Capital Markets Limited, its agent By: Greenwich Capital Markets, Inc., its agent By: /s/ Kelly A. Myers ------------------- Title: Vice President NATIONWIDE LIFE INSURANCE COMPANY By: ------------------------- Name: Title: 35 NEMEAN CLO LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Michael J. Campbell ------------------------ Title: Managing Director NOMURA BOND & LOAN FUND By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor By: /s/ Richard W. Stewart ----------------------- Title: Director NORSE CBO, LTD. By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ Timothy S. Peterson ------------------------ Title: President NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ Philip C. Robbins ---------------------- Title: Principal 36 OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD. By: INVESCO Senior Secured Management, Inc., as Subadviser By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager By: /s/ Michael B. Nechamkin ------------------------- Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Michael B. Nechamkin ------------------------- Title: Portfolio Manager OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Ann E. Morris ------------------ Title: Authorized Agent 37 OPPENHEIMER SENIOR FLOATING RATE FUND By: /s/ Charles Kobayashi ----------------------- Title: SVP, Corporate Finance Group ORIX USA CORPORATION By: /s/ Charles Kobayashi ---------------------- Title: SVP, Corporate Finance Group OSPREY INVESTMENTS PORTFOLIO By: Citibank, N.A., as Manager By: /s/ Mike Regan --------------- Title: Vice President OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: ------------------------- Name: Title: PAM CAPITAL FUNDING L.P. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark K. Okada CFA ---------------------- Title: Executive Vice President 38 PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark K. Okada CFA ---------------------- Title: Executive Vice President PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments, as its Investment Manager By: /s/ Charles E. LeMieux, CFA ---------------------------- Title: Vice President PINEHURST TRADING, INC. By: /s/ Ann E. Morris ------------------ Title: Assistant Vice President PROVIDENT CBO I, LIMITED By: Provident Investment Management, LLC By: ------------------------- Name: Title: REGIMENT CAPITAL, LTD. By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ Timothy Peterson --------------------- Title: President 39 THE ROYAL BANK OF SCOTLAND PLC By: /s/ Jayne Seaford ------------------ Title: Vice President ROYALTON COMPANY By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------ Title: Executive Vice President SANKATY HIGH YIELD ASSET PARTNERS II, L.P. By: /s/ Diane J. Exter ------------------- Title: Managing Director Portfolio Manager SAWGRASS TRADING LLC By: /s/ Ann E. Morris ------------------ Title: Assistant Vice President SEABOARD CLO 2000 LTD. By: /s/ Sheppard Davis ------------------- Title: Authorized Signatory 40 SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ Scott H. Page ------------------ Title: Vice President SENIOR HIGH INCOME PORTFOLIO INC. By: ------------------------- Title: SEQUILS I, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Jonathan Berg ------------------ Title: Assistant Vice President By: /s/ Jonathan Insull -------------------- Title: Senior Vice President SEQUILS IV, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Jonathan Insull -------------------- Title: Senior Vice President By: /s/ Jonathan Berg ------------------ Title: Assistant Vice President 41 SEQUILS - CUMBERLAND I, LTD By: Deerfield Capital Management LLC As its Collateral Manager By: /s/ Mark E. Whittnebel ----------------------- Title: Senior Vice President SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC., as Collateral Manager By: /s/ Michael J. Campbell ------------------------ Title: Managing Director SEQUILS B PILGRIM I, LTD. By: ING Pilgrim Investments, as its Investment manager By: /s/ Charles E. LeMieux, CFA ---------------------------- Title: Vice President SIERRA CLO I, LTD. By: /s/ John M. Casparian ---------------------- Title: Chief Operating Officer SIMSBURY CLO LTD. By: Mass Mutual Life Insurance Company, as Collateral Manager By: /s/ Steven J. Katz ------------------- Title: Second Vice President and Associate General Counsel 42 SKM-LIBERTYVIEW CBO I LIMITED By: /s/ Kenneth C. Klegar ---------------------- Title: Authorized Signatory SOCIETE GENERALE, SOUTHWEST AGENCY By: /s/ Elizabeth W. Hunter ------------------------ Title: Director SOMERS CDO, LIMITED By: David L. Babson and Company Incorporated under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ Mark A. Ahmed ------------------ Title: Managing Director SOUTHERN PACIFIC BANK By: /s/ Cheryl A. Wasilewski ------------------------- Title: Senior Vice President SRF 2000 LLC By: /s/Ann E. Morris ----------------- Title: Assistant Vice President 43 STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ------------------------- Title: Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ------------------------- Title: Partner STEIN ROE & FARNHAM CLO1 LTD., by Stein Roe & Farnham Incorporated, As Portfolio Manager By: /s/ James R. Fellows --------------------- Title: Senior Vice President & Portfolio Manager STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: /s/ James R. Fellows --------------------- Title: Senior Vice President & Portfolio Manager Stein Roe & Farnham Incorporated, as Advisor to the Stein Roe Floating Rate Limited Liability Company 44 STRATA FUNDING LTD. By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent By: /s/ Joseph Rotondo -------------------- Title: Authorized Signatory STRATEGIC MANAGED LOAN PORTFOLIO By: Citibank, N.A., as Manager By: /s/ Mike Regan --------------- Title: Vice President STRONG ADVANTAGE FUND, INC. By: /s/ Susan A. Holliski ---------------------- Title: Vice President SUFFIELD CLO LIMITED By: David L. Babson & Company Inc. as Collateral Manager By: /s/ Mark A. Ahmed ------------------ Title: Managing Director 45 THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH By: /s/ Stephen A. Stratico ------------------------ Title: Vice President THE SUMITOMO BANK, LIMITED By: /s/ Suresh S. Tata ------------------- Title: Senior Vice President SUNTRUST BANK By: /s/ Steven J. Newby -------------------- Title: Vice President SWISS LIFE US RAINBOW LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Michael J. Campbell ------------------------ Title: Managing Director TAIPEI BANK, NEW YORK AGENCY By: /s/ Sophia Jing ---------------- Title: Vice President and General Manager 46 TEXTRON FINANCIAL CORPORATION By: /s/ Matthew J. Colgan ---------------------- Title: Director THERMOPYLAE FUNDING CORP. By: /s/ Frank B. Bilotta --------------------- Title: Vice President THE TOKAI BANK, LIMITED, NEW YORK BRANCH By: /s/ Takatoshi Haruna --------------------- Title: Joint General Manager TORONTO DOMINION (TEXAS), INC. By: /s/ Carolyn R. Faeth --------------------- Title: Vice President THE TOYO TRUST & BANKING CO., LTD. By: ------------------------- Name: Title: 47 TRAVELERS CORPORATE LOAN FUND, INC. By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ---------------------- Title: Investment Officer THE TRAVELERS INSURANCE COMPANY By: /s/ Allen R. Cantrell ---------------------- Title: Investment Officer TRITON CBO III, LIMITED By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory TRITON CDO IV LIMITED By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory 48 TRYON CLO. LTD. 2000-I By: /s/ William A. Hayes --------------------- Title: Director UBS AG, STAMFORD BRANCH By: /s/ Dorothy L. McKinley ------------------------ Title: Director By: /s/ Anthony N. Joseph ---------------------- Title: Associate Director UNITED OF OMAHA LIFE INSURANCE COMPANY By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor By: /s/ Joseph Rotondo ------------------- Title: Authorized Signatory VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce --------------------- Title: Principal 49 VAN KAMPEN CLO I, LIMITED By: Van Kampen Management, Inc., as Collateral Manager By: /s/ Darvin D. Pierce --------------------- Title: Principal VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce --------------------- Title: Principal VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce --------------------- Title: Principal VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce --------------------- Title: Principal 50 VARIABLE INSURANCE PRODUCTS II: ASSET MANAGER PORTFOLIO By: /s/ John H. Costello --------------------- Title: Assistant Treasurer VARIABLE INSURANCE PRODUCTS II: GROWTH PORTFOLIO By: /s/ John H. Costello --------------------- Title: Assistant Treasurer WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: /s/ Lisa M. Walker ------------------- Title: Associate Director By: /s/ Barry S. Wadler -------------------- Title: Manager WINDSOR LOAN FUNDING, LIMITED. By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher A. Bondy ------------------------- Title: Partner 51 WINGED FOOT FUNDING TRUST By: /s/ Ann E. Morris ------------------ Title: Authorized Agent 52