EX-4.2(B) 4 dex42b.txt AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 4.2(b) AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT dated as of March 7, 2003 to the Amended and Restated Credit Agreement dated as of August 24, 2001 (as heretofore amended, the "Credit Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the "Borrower"); the LENDERS from time to time party thereto; CITICORP USA, INC. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents; BANK OF AMERICA, N.A. ("BofA"), as Servicing Agent; JPMORGAN CHASE BANK ("JPMCB"), as Collateral Agent; and BofA and JPMCB, as administrative agents (in such capacity, the "Administrative Agents"). 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. (a) The definition of "EBITDA" in Section 1.01 of the Credit Agreement is amended by replacing clause (b) thereof with the following clause: (b)(x) amortization, depreciation and depletion 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 and (b) The definition of "Operating Income" in Section 1.01 of the Credit Agreement is amended by the addition of a new sentence thereto to read as follows: Any premiums paid in connection with any Permitted Refinancing or prepayment of the Term Loans or the Borrower's 8 1/2% Notes due February 15, 2004 shall, to the extent included therein, be excluded in calculating Operating Income; provided that not more than $30,000,000 in the aggregate of such premiums may be so excluded during the term of this Agreement. (c) The definition of "Permitted Refinancing" in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Permitted Refinancing" shall mean a Debt Incurrence to the extent the proceeds thereof are applied to refinance Indebtedness of the Borrower or a Subsidiary which matures prior to the Term Loan Maturity Date (and to pay related fees and expenses); provided that (x) the debt securities issued pursuant to such Debt Incurrence shall mature no earlier than 91 days after the Term Loan Maturity Date and no payment, prepayment, redemption or repurchase of the principal amount thereof shall be required by the terms thereof on or prior to 91 days after the Term Loan Maturity Date (other than on terms no less favorable to the Borrower or such Subsidiary than the corresponding terms governing the Borrower's 10_% Senior Notes due 2008) and (y) the material covenants and defaults in the agreements governing the debt securities issued pursuant to such Debt Incurrence shall be more favorable to the Borrower or such Subsidiary than the terms of this Agreement (it being understood that the requirements of this clause (y) shall be deemed satisfied if the covenants and defaults in the agreements governing the debt securities issued pursuant to such Debt Incurrence are no less favorable to the Borrower or such Subsidiary than the terms governing the Borrower's 10_% Senior Notes due 2008). (d) The definition of "Relaxed Compliance Period" in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Relaxed Compliance Period" means the period from and including the Amendment Effective Date (as defined in Amendment No. 1 to this Agreement) to and including the date on which the Borrower delivers the financial statements and officer's certificate required pursuant to Section 5.05(a) and (d), respectively, with respect to its fiscal year ended December 31, 2004; provided that the Borrower may terminate the Relaxed Compliance Period by including an election to that effect in an officer's certificate delivered to each of the Administrative Agents and to the Servicing Agent so long as the Total Leverage Ratio for the immediately prior reporting period as set forth in such 2 certificate is not more than 5.00 to 1.00 and the Interest Coverage Ratio for the immediately prior reporting period as set forth in such certificate is not less than 3.00 to 1.00. (e) The definition of "Total Indebtedness" in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Total Indebtedness" shall mean at any date, without duplication, all Indebtedness of the Borrower and its Consolidated Subsidiaries as at such date, determined on a consolidated basis in accordance with GAAP. Section 3. Covenant Amendments. (a) Section 6.04 of the Credit Agreement is amended to read in its entirety as follows: Section 6.04. Total Leverage Ratio. Permit the Total Leverage Ratio at any time during any period set forth below to exceed the applicable ratio set forth below opposite such period (such applicable ratio being the Relaxed Ratio at any date during the Relaxed Compliance Period and the Maximum Ratio at any other date): -------------------------------------------------------------------------------- Period Maximum Ratio Relaxed Ratio ------ ------------- ------------- -------------------------------------------------------------------------------- December 31, 2002 - March 5.50 to 1.00 Not applicable 30, 2003 -------------------------------------------------------------------------------- March 31, 2003 - December 5.00 to 1.00 Not applicable 30, 2003 -------------------------------------------------------------------------------- December 31, 2003 - March 5.00 to 1.00 9.00 to 1.00 30, 2004 -------------------------------------------------------------------------------- March 31, 2004 - June 29, 5.00 to 1.00 6.75 to 1.00 2004 -------------------------------------------------------------------------------- June 30, 2004 - September 5.00 to 1.00 5.25 to 1.00 29, 2004 -------------------------------------------------------------------------------- September 30, 2004 - 5.00 to 1.00 5.00 to 1.00 December 30, 2004 -------------------------------------------------------------------------------- December 31, 2004 and at all 4.00 to 1.00 4.00 to 1.00 times thereafter -------------------------------------------------------------------------------- (b) Section 6.05 of the Credit Agreement is amended to read in its entirety as follows: 3 Section 6.05. Interest Coverage Ratio. Permit the Interest Coverage Ratio for the period of four consecutive fiscal quarters ending on any date set forth below to be less than the applicable ratio set forth below opposite such date (such applicable ratio to be the Relaxed Ratio for each day during the Relaxed Compliance Period and the Minimum Ratio for any other date): -------------------------------------------------------------------------------- Date Minimum Ratio Relaxed Ratio ---- ------------- ------------- -------------------------------------------------------------------------------- December 31, 2002 2.00 to 1.00 1.00 to 1.00 -------------------------------------------------------------------------------- March 31, June 30 and September 30, 2003 2.50 to 1.00 1.00 to 1.00 -------------------------------------------------------------------------------- December 31, 2003 2.50 to 1.00 1.25 to 1.00 -------------------------------------------------------------------------------- March 31, 2004 3.00 to 1.00 1.60 to 1.00 -------------------------------------------------------------------------------- June 30, 2004 3.00 to 1.00 2.00 to 1.00 -------------------------------------------------------------------------------- September 30, 2004 3.00 to 1.00 2.25 to 1.00 -------------------------------------------------------------------------------- each fiscal quarter end 3.00 to 1.00 3.00 to 1.00 thereafter -------------------------------------------------------------------------------- (c) Section 6.06(d) of the Credit Agreement is amended to read in its entirety as follows: (d) Enter into a Securitization Transaction unless (i) the aggregate outstanding amount at any time of the accounts receivable sold pursuant to all Securitization Transactions by the Borrower and the Material Subsidiaries does not exceed $300,000,000, (ii) (A) the consideration therefor consists solely of cash or cash equivalents and notes and equity securities and (B) at the time of the initial sale of accounts receivable pursuant to such Securitization Transaction, 70% or more of the aggregate consideration then received by the Borrower and the Material Subsidiaries with respect to such Securitization Transaction consists of cash or cash equivalents, (iii) the Revolving Commitments are reduced if and to the extent required under Section 2.13(b) in connection with such Securitization Transaction and (iv) after giving effect thereto, the Collateral Coverage Test is satisfied on each date that any of the accounts receivable sold pursuant to such Securitization Transaction remain outstanding. 4 (d) Section 6.15 of the Credit Agreement is amended to read in its entirety as follows: Section 6.15. Senior Secured Leverage Ratio. Permit the Senior Secured Leverage Ratio during any period set forth below to exceed the applicable ratio set forth below opposite such period: -------------------------------------------------------------------------------- Period Maximum Ratio ------ ------------- -------------------------------------------------------------------------------- June 30, 2002 - September 29, 2004 2.50 to 1.00 -------------------------------------------------------------------------------- September 30, 2004 and all times thereafter 2.00 to 1.00 -------------------------------------------------------------------------------- (e) Section 6.17 of the Credit Agreement is amended to read in its entirety as follows: Section 6.17. Capital Expenditures. For each fiscal year of the Borrower ending during the Relaxed Compliance Period, permit the Capital Expenditures of the Borrower and its Consolidated Subsidiaries to exceed the applicable Limit Amount set forth in the table below, plus, in the case of fiscal years 2003 and 2004, the amount if any (in each case in no case to exceed $20,000,000) by which their Capital Expenditures for the fiscal years ending December 31, 2002 and December 31, 2003, respectively, are less than the Limit Amount for such fiscal year set forth below, provided that such shortfall may only serve to increase the Limit Amount for the immediately following fiscal year: Fiscal Year Limit Amount ----------- ------------ 2002 $100,000,000 2003 $101,530,000 2004 $110,000,000 Section 4. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article III 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 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 5 Section 6. 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 7. Effectiveness. This Amendment shall become effective on the first date when the following conditions are met (the "Amendment Effective Date"): (a) the Administrative Agents 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 Agents shall have received in form satisfactory to them facsimile or other written confirmation from such party of execution of a counterpart hereof by such party); and (b) each of the Agents 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 Agents shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto. 6 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. EQUISTAR CHEMICALS, LP, By: /s/ Karen A. Twitchell --------------------------------------- Name: Karen A. Twitchell Title: Principal Finance Officer CITICORP USA, INC. By: /s/ Carolyn A. Sheridan --------------------------------------- Carolyn A. Sheridan Managing Director and Vice President CREDIT SUISSE FIRST BOSTON By: /s/ S. William Fox --------------------------------------- S. William Fox, Director By: /s/ Ian W. Nallit --------------------------------------- Ian W. Nallit, Associate BANK OF AMERICA, N.A., Individually and as Swingline Lender, Fronting Bank, Administrative Agent and Servicing Agent By: /s/ Richard L. Stein --------------------------------------- Richard L. Stein, Principal JPMORGAN CHASE BANK, individually and as Fronting Bank, Administrative Agent and Collateral Agent By: /s/ Marian N. Schulman --------------------------------------- Marian N. Schulman, Vice President ADDISON CDO, LIMITED (#1279) By: Pacific Investment Management Company LLC By: /s/ Mohan V. Phansalkar ----------------------------------- Mohan V. Phansalkar, Executive Vice President ALRIES FINANCE-II, LTD. By: INVESCO Senior Secured Management, Inc. By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory AMARA-I FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., As Financial Manager By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory AMARA-2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., As Financial Manager By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory ARES III CLO Ltd. By: ARES CLO Management LLC, Investment Manager By: /s/ Seth J. Brusky ----------------------------------- Seth J. Brusky, 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. Brusky ----------------------------------- Seth J. Brusky, Vice President Ares V CLO Ltd. By: Ares CLO Management V, L.P., Investment Manager By: Ares CLO GP V LLC, Its Managing Member By: /s/ Seth J. Brusky ----------------------------------- Seth J. Brusky, Vice President Athena CDO, Limited (#1277) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------- Mohan V. Phansalkar, Executive Vice President Atrium CDO By: /s/ David H. Lerner --------------------------------------- David H. Lerner, Authorized Signatory AVALON CAPITAL LTD By: INVESCO Senior Secured Management, Inc., As Portfolio Advisor By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc., As Portfolio Advisor By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory Bank One NA, (Main Office-Chicago) By: /s/ Daniel A. Davis --------------------------------------- Daniel A. Davis, Director Bear Stearns Investment Products Inc. By: /s/ Gregory Hanley --------------------------------------- Gregory Hanley, Vice President BIG SKY SENIOR LOAN FUND, LTD. By: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR By: /s/ Scott H. Pace ----------------------------------- Scott H. Pace, Vice President BILL & MELINDA GATES FOUNDATION By: David L. Babson & Company, Inc., as Investment Advisor By: /s/ William A. Hayes ----------------------------------- William A. Hayes, Managing Director BLACK DIAMOND CLO 1996-1 LTD. By: /s/ Alan Corkish --------------------------------------- Alan Corkish, Director BLACK DIAMOND CLO 2000-1 LTD. By: /s/ Alan Corkish --------------------------------------- Alan Corkish, Director CALLIDUS DEBT PARTNERS CLO FUND II, LTD. By: CALLIDUS CAPITAL MANAGEMENT LLC, COLLATERAL MANAGER By: /s/ Wayne Mueller ----------------------------------- Wayne Mueller, Managing Director CAPTIVA II FINANCE LTD. By: /s/ David Dyer -------------------------------------- David Dyer, Director CAPTIVA III Finance Ltd. (Acct. 275), as advised by Pacific Investment Management Company LLC By: /s/ David Dyer --------------------------------------- David Dyer, Director CAPTIVA IV Finance Ltd. (Acct. 1275), as advised by Pacific Investment Management Company LLC. By: /s/ David Dyer --------------------------------------- David Dyer, Director Sankaty Advisors LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter --------------------------------------- Diane J. Exter, Managing Director Portfolio Manager Sankaty Advisors LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter -------------------------------------- Diane J. Exter, Managing Director Portfolio Manager CERES II FINANCE LTD. By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent (Financial) By: /s/ Joseph Rotondo ---------------------------------- Joseph Rotondo, Authorized Signatory CHANCELLOR/TRITON CBO, LIMITED By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory CITICORP INSURANCE AND INVESTMENT TRUST By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ----------------------------------- Allen R. Cantrell Investment Officer CITICORP NORTH AMERICA INC. By: /s/ Carolyn A. Sheridan --------------------------------------- Carolyn A. Sheridan, Managing Director and Vice President COLUMBUS LOAN FUNDING LTD. By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ----------------------------------- Allen R. Cantrell, Investment Officer CONSTANTINUS EATON VANCE CDO V, LTD. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Scott H. Page ----------------------------------- Scott H. Page, Vice President CSAM Funding I By: /s/ David H. Lerner --------------------------------------- David H. Lerner, Authorized Signatory CSAM Funding II By: /s/ David H. Lerner --------------------------------------- David H. Lerner, Authorized Signatory C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: /s/ Jonathan R. Insull ----------------------------------- Jonathan R. Insull, Managing Director DELANO Company (#274) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------- Mohan V. Phansalkar, Executive Vice President DIVERSIFIED CREDIT PORTFOLIO, LTD. By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Joseph Rotondo ----------------------------------- Joseph Rotondo, Authorized Signatory EATON VANCE CDO III, LTD. By: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR By: /s/ Scott H. Page ----------------------------------- Scott H. Page, Vice President EATON VANCE CDO IV, LTD. By: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR By: /s/ Scott H. Page ----------------------------------- Scott H. Page, Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR By: /s/ Scott H. Page ----------------------------------- Scott H. Page, Vice President EATON VANCE SENIOR INCOME TRUST By: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR By: /s/ Scott H. Page ----------------------------------- Scott H. Page, Vice President ELC (CAYMAN) LTD. CDO SERIES 1999-I By: David L. Babson & Company Inc., as Collateral Manager By: /s/ William A. Hayes ----------------------------------- William A. Hayes, Managing Director ELC (CAYMAN) LTD. 2000-I By: David L. Babson & Company Inc., as Collateral Manager By: /s/ William A. Hayes ----------------------------------- William A. Hayes, Managing Director ELC (CAYMAN) LTD. 1999-III By: David L. Babson & Company Inc., as Collateral Manager By: /s/ William A. Hayes ----------------------------------- William A. Hayes, Managing Director ELT LTD. By: /s/ Ann E. Morris --------------------------------------- Ann E. Morris, Authorized Agent Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund By: /s/ John H. Costello --------------------------------------- John H. Costello, Assistant Treasurer First Dominion Funding II By: /s/ David H. Lerner --------------------------------------- David H. Lerner, Authorized Signatory First Dominion Funding III By: /s/ David H. Lerner --------------------------------------- David H. Lerner, Authorized Signatory Galaxy CLO 1999-1, Ltd. By: /s/ W. Jeffrey Baxter --------------------------------------- W. Jeffrey Baxter, Authorized Agent SunAmerica Life Insurance Company By: /s/ W. Jeffrey Baxter --------------------------------------- W. Jeffrey Baxter, Authorized Agent AIG SunAmerica Life Assurance Company By: /s/ W. Jeffrey Baxter --------------------------------------- W. Jeffrey Baxter, Authorized Agent Sankaty Advisors, LLC, as Collateral Manager for Great Point CLO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter --------------------------------------- Diane J. Exter, Managing Director Portfolio Manager HARBOUR TOWN FUNDING LLC By: /s/ Ann E. Morris ------------------------ Ann E. Morris, Assistant Vice President Harbour View CLO II, Ltd. By: /s/ Bill Campbell ------------------------- Bill Campbell, Manager Harbour View CLO IV, Ltd. By: /s/ Bill Campbell ------------------------- Bill Campbell, Manager Harbour View CLO V, Ltd. By: /s/ Bill Campbell ---------------------- Bill Campbell, Manager ING SENIOR INCOME FUND By: ING Investments, LLC, as its Investment Manager By: /s/ Charles E. LeMieux ---------------------- Charles E. LeMieux, CFA Vice President ING PRIME RATE TRUST By: ING Investments, LLC, as its investment manager By: /s/ Charles E. LeMieux ---------------------- Charles E. LeMieux, CFA Vice President INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management, Inc., As Portfolio Advisor By: /s/ Joseph Rotondo --------------------------- Joseph Rotondo, Authorized Signatory INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc., As Portfolio Advisor By: /s/ Joseph Rotondo -------------------------- Joseph Rotondo, Authorized Signatory Jissekikon Funding, Ltd. (#1288) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------ Mohan V. Phansalkar, Executive Vice President KZH CNC LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent KZH CRESCENT LLC By: /s/ Dorian Herrera --------------------------------- Dorian Herrera, Authorized Agent KZH CRESCENT-2 LLC By: /s/ Dorian Herrera --------------------------------- Dorian Herrera, Authorized Agent KZH CRESCENT-3 LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent KZH RIVERSIDE LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent KZH SOLEIL LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent KZH SOLEIL-2 LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent LONG LANE MASTER TRUST II By: Fleet National Bank as Trust Administrator, with respect to Series Eclipse By: /s/ Renee Nadler ------------------------------- Renee Nadler, Managing Director Long Lane Master Trust IV By: Fleet National Bank as Trust Administrator By: /s/ Kevin Kearns ---------------------- Kevin Kearns, Managing Director MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: /s/ William A. Hayes -------------------------- William A. Hayes, Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Manager By: /s/ William A. Hayes -------------------------- William A. Hayes, Managing Director Metropolitan Life Insurance Company By: /s/ James R. Dingler -------------------------- James R. Dingler, Director Mizuho Corporate Bank, Ltd. By: /s/ Hiropumi Sugano ----------------------- Hiropumi Sugano, Senior Vice President ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC, as its investment manager By: /s/ Charles E. LeMieux ---------------------------- Charles E. LeMieux, CFA Vice President ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC, as its investment manager By: /s/ Charles E. LeMieux ----------------------- Charles E. LeMieux, CFA Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC, as its investment manager By: /s/ Charles E. LeMieux ------------------------- Charles E. LeMieux, CFA Vice President Natexis Banques Populaires By: /s/ Timothy L. Polvado ---------------------- Timothy L. Polvado, Vice President and Group Manager By: /s/ Renaud J. d'Herbes ---------------------- Renaud J. d'Herbes, Senior Vice President and Regional Manager New Alliance Global CDO, Limited By: Alliance Capital Management L.P., as Sub-Advisor By: Alliance Capital Management Corporation, as General Partner By: /s/ Nantha Suppiah ------------------------------- Nantha Suppiah, Assistant Vice President 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 ------------------------------- Timothy S. Peterson, President OAK HILL CREDIT PARTNERS I, LIMITED By: Oak Hill CLO Management I LLC as Investment Manager By: /s/ Scott D. Krase -------------------------- Scott D. Krase, Authorized Signatory OAK HILL CREDIT PARTNERS II, LIMITED By: Oak Hill CLO Management II LLC as Investment Manager By: /s/ Scott D. Krase -------------------------- Scott D. Krase, Authorized Signatory OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc., as Subadvisor By: /s/ Joseph Rotondo -------------------------- Joseph Rotondo, Authorized Signatory OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC, as sub-investment manager By: /s/ Michael B. Nechamkin --------------------------------- Michael B. Nechamkin, Portfolio Manager OCTAGON INVESTMENT PARTNERS III, LLC By: Octagon Credit Investors, LLC, as Portfolio Manager By: /s/ Michael B. Nechamkin --------------------------------- Michael B. Nechamkin, Portfolio Manager OCTAGON INVESTMENT PARTNERS IV, LLC By: Octagon Credit Investors, LLC, as collateral manager By: /s/ Michael B. Nechamkin --------------------------------- Michael B. Nechamkin, Portfolio Manager OCTAGON INVESTMENT PARTNERS V, LLC By: Octagon Credit Investors, LLC, as as Portfolio Manager By: /s/ Michael B. Nechamkin --------------------------------- Michael B. Nechamkin, Portfolio Manager Oppenheimer Series Floating Rate Fund By: /s/ Bill Campbell --------------------------------- Bill Campbell, Manager PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: ING Investments, LLC, as its investment manager By: /s/ Charles E. LeMieux ----------------------------- Charles E. LeMieux, CFA Vice President PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC, as its investment manager By: /s/ Charles E. LeMieux ----------------------------- Charles E. LeMieux, CFA Vice President PINEHURST TRADING, INC. By: /s/ Ann E. Morris --------------------------------- Ann E. Morris, Assistant Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Diane J. Exter --------------------------------- Diane J. Exter, Managing Director Portfolio Manager ROYALTON COMPANY (#280) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------- Mohan V. Phansalkar, Executive Vice President Sankaty High Yield Partners III, L.P. By: /s/ Diane J. Exter --------------------------------- Diane J. Exter, Managing Director Portfolio Manager SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc., As Asset Manager By: /s/ Joseph Rotondo ----------------------------- Joseph Rotondo, Authorized Signatory SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Agent By: /s/ Jonathan R. Insull ----------------------------- Jonathan R. Insull, Managing Director By: /s/ William Brennan ----------------------------- William Brennan, Vice President SEQUILS IV, LTD. By: TCW Advisors, Inc. as its Collateral Agent By: /s/ Jonathan R. Insull ----------------------------- Jonathan R. Insull, Managing Director By: /s/ William Brennan ----------------------------- William Brennan, Vice President SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Joseph Rotondo ----------------------------- Joseph Rotondo, Authorized Signatory SEQUILS-MAGNUM, LTD. (#1280) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------- Mohan V. Phansalkar, Executive Vice President SIMSBURY CLO LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ William A. Hayes ----------------------------- William A. Hayes, Managing Director Stanfield Carrera CLO, Ltd. By: Stanfield Capital Partners LLC as its Asset Manager By: /s/ Christopher A. Bondy ----------------------------- Christopher A. Bondy, Partner STEIN ROE & FARNHAM CLO I LTD. By: STEIN ROE & FARNHAM INCORPORATED, AS PORTFOLIO MANAGER By: /s/ Kathleen A. Zarn ----------------------------- Kathleen A. Zarn, Senior Vice President SUFFIELD CLO, LIMITED By: David L. Babson & Company Inc., as Collateral Manager By: /s/ William A. Hayes ----------------------------- William A. Hayes, Managing Director The Sumitomo Trust & Banking Co., Ltd. New York Branch By: /s/ Elizabeth A. Quirk --------------------------------- Elizabeth A. Quirk, Vice President TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager By: /s/ Jonathan R. Insull ----------------------------- Jonathan R. Insull, Managing Director By: /s/ William Brennan -------------------------- William Brennan, Vice President TEXTRON FINANCIAL CORPORATION By: /s/ Matthew J. Colgan --------------------------------- Matthew J. Colgan, Vice President THE TRAVELERS INSURANCE COMPANY By: /s/ Allan R. Cantrell --------------------------------- Allan R. Cantrell, Investment Officer TRITON CBO III, LIMITED By: INVESCO Senior Secured Management, Inc., As Investment Advisor By: /s/ Joseph Rotondo ----------------------------- Joseph Rotondo, Authorized Signatory TRITON CDO IV, LIMITED By: INVESCO Senior Secured Management, Inc., As Investment Advisor By: /s/ Joseph Rotondo ----------------------------- Joseph Rotondo, Authorized Signatory Wrigley CDO, Ltd. (#1285) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------- Mohan V. Phansalkar, Executive Vice President