EX-10 5 thirdammend1q2002.txt Exhibit 10.1 THIRD AMENDMENT dated as of March 28, 2002 (this "Amendment"), among KANSAS CITY SOUTHERN INDUSTRIES, INC.("Holdings"), THE KANSAS CITY SOUTHERN RAILWAY COMPANY (the "Borrower"), the LENDERS party hereto and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), as administrative agent (in such capacity, the "Agent"), collateral agent, issuing bank and swingline lender. A. Reference is made to the Credit Agreement dated as of January 11, 2000, as amended by the First Amendment dated as of June 30, 2000, and the Second Amendment dated as of May 10, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Holdings, the Borrower, the Lenders party thereto and the Agent, as administrative agent, collateral agent, issuing bank and swingline lender. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement. B. The Borrower has requested that the Lenders amend certain provisions of the Credit Agreement. The Required Lenders are willing to agree to such amendments on the terms and subject to the conditions of this Amendment. 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 hereby agree as follows: SECTION 1. Amendment to Section 6.14 of the Credit Agreement. Section 6.14 of the Credit Agreement is hereby amended by deleting the table set forth therein and substituting therefor the following: Period Ratio ------ ----- January 1, 2002 to March 31, 2002 6.25 : 1.00 April 1, 2002 to June 29, 2002 5.50 : 1.00 June 30, 2002 to December 31, 2002 4.75 : 1.00 January 1, 2003 to December 31, 4.25 : 1.00 January 1, 2004 to December 31, 3.75 : 1.00 January 1, 2005 and thereafter 3.50 : 1.00 SECTION 2. Representations, Warranties and Agreements. Each of Holdings and the Borrower hereby represents and warrants to and agrees with each Lender and the Agent that: (a) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects with the same effect as if made on the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date. (b) Each of Holdings and the Borrower has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Credit Agreement as amended by this Amendment. (c) The execution, delivery and performance by each of Holdings and the Borrower of this Amendment and the performance by each of Holdings and the Borrower of the Credit Agreement, as amended by this Amendment, (i) have been duly authorized by all requisite action and (ii) will not (A) violate (x) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of Holdings or the Borrower or any Subsidiary, (y) any order of any Governmental Authority or (z) any provision of any indenture, agreement or other instrument to which Holdings or the Borrower or any Subsidiary is a party or by which any of them or any of their property is or may be bound, (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement for borrowed money or other agreement or instrument or (C) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings or the Borrower. (d) This Amendment has been duly executed and delivered by Holdings and the Borrower. Each of this Amendment and the Credit Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity. (e) As of the Amendment Effective Date, no Event of Default or Default has occurred and is continuing. SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date of the satisfaction in full of the following conditions precedent (the "Amendment Effective Date"): (a) The Agent shall have received the Amendment Fee (as defined below). (b) The Agent shall have received duly executed counterparts hereof which, when taken together, bear the authorized signatures of Holdings, the Borrower, the Agent and the Required Lenders. (c) All legal matters incident to this Amendment shall be satisfactory to the Required Lenders, the Agent and Cravath, Swaine & Moore, counsel for the Agent. (d) The Agent shall have received such other documents, instruments and certificates as it or its counsel shall reasonably request. SECTION 4. Amendment Fee. Holdings and the Borrower agree, jointly and severally, to pay to each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) at or prior to 12:00 p.m., New York City time, on March 28, 2002, an amendment fee (the "Amendment Fee") in an amount equal to .03% of the sum of such Lender's Revolving Commitment (whether used or unused) and outstanding Term Loans, in each case as of the Amendment Effective Date. The Amendment Fee shall be payable in immediately available funds on the Amendment Effective Date. Once paid, the Amendment Fee shall not be refundable. SECTION 5. Credit Agreement. Except as specifically stated herein, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. As used therein, the terms "Agreement", "herein", "hereunder", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as modified hereby. SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which, when taken together, shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION 8. Expenses. The Borrower agrees to reimburse the Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Agent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written. KANSAS CITY SOUTHERN INDUSTRIES, INC. by /s/ Paul J. Weyandt ---------------------------------- Name: Paul J. Weyandt Title:Vice President and Treasurer THE KANSAS CITY SOUTHERN RAILWAY COMPANY, by /s/ Paul J. Weyandt ---------------------------------- Name: Paul J. Weyandt Title:Vice President and Treasurer JPMORGAN CHASE MANHATTAN BANK, individually and as Administrative Agent, Issuing Bank and Swingline Lender, by /s/ Julie S. Long ------------------------------------ Name: Julie S. Long Title: Vice President Acknowledged: KANSAS CITY SOUTHERN INDUSTRIES, INC. by /s/ Paul J. Weyandt ---------------------------------- Name: Paul J. Weyandt Title:Vice President and Treasurer CAYMEX TRANSPORTATION, INC., by by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer GATEWAY EASTERN RAILWAY COMPANY, by /s/ Paul J. Weyandt ---------------------------------- Name: Paul J. Weyandt Title:Vice President and Treasurer PABTEX GP, LLC by SOUTHERN INDUSTRIAL SERVICES, INC., its sole member by /s/ Louis G. Van Horn ---------------------------------- Name: Louis G. Van Horn Title:Vice President and Comptroller PABTEX, LP by PABTEX GP, LLC by SOUTHERN INDUSTRIAL SERVICES, INC., its sole member by /s/ Louis G. Van Horn ---------------------------------- Name: Louis G. Van Horn Title:Vice President and Comptroller SIS BULK HOLDING, INC. by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer SCC HOLDINGS, INC., by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer MID-SOUTH MICROWAVE, INC., by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer RICE-CARDEN CORPORATION, by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer SOUTHERN DEVELOPMENT COMPANY, by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer SOUTHERN INDUSTRIAL SERVICES, INC., by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer TRANS-SERVE, INC., by /s/ Robert H. Berry ---------------------------------- Name: Robert H. Berry Title:Senior Vice President and Chief Financial Officer VEALS, INC., by /s/ Louis G. Van Horn ---------------------------------- Name: Louis G. Van Horn Title:Vice President and Comptroller Kansas City Northern Railway, by /s/ Louis G. Van Horn ---------------------------------- Name: Louis G. Van Horn Title:Vice President and Comptroller SIGNATURE PAGE TO THIRD AMENDMENT DATED AS OF MARCH 28, 2002 TO KANSAS CITY SOUTHERN INDUSTRIES, INC. AND THE KANSAS CITY SOUTHERN RAILWAY COMPANY CREDIT AGREEMENT To approve Third Amendment AERIES FINANCE-II LTD. By: INVESCO Senior Secured Managment, Inc. as Sub-Managing Agent by /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AVALON CAPITAL LTD. by: INVESCO Senior Secured Managment, Inc. as Portfolio Advisor By /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AVALON CAPITAL LTD. 2 by: INVESCO Senior Secured Managment, Inc. as Portfolio Advisor By /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory CERES II FINANCE LTD. by: INVESCO Senior Secured Managment, Inc. as Sub-Managing Agent By /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory CHARTER VIEW PORTFOLIO by INVESCO Senior Secured Management, Inc. as Investment Advisor by /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory INVESCO CBO 2000-1 LTD By: INVESCO Senior Secured Management, Inc. as its Portfolio Advisor by /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory Triton CDO IV, Limited By: INVESCO Senior Secured Management, Inc. as Investment Advisor by /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. as its Collateral Manager by /s/ Gregory Stoeckle ---------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AIMCO CDO, SERIES 2000-A by /s/ Jerry D. Zinkula ---------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory by /s/Chris Goergen Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY by /s/ Jerry D. Zinkula ---------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory by /s/Chris Goergen Title: Authorized Signatory AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager by /s/ David P. Meyer ---------------------------------- Name: David P. Meyer Title: Vice President ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC as Collateral Manager by /s/ Steven Gorski ---------------------------------- Name: Steven Gorski Title: Vice President & Senior Credit Analyst ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager by /s/ Steven Gorski ---------------------------------- Name: Steven Gorski Title: Vice President & Senior Credit Analyst Alliance Capital Management L.P., as Manager on behalf of ALLIANCE CAPITAL FUNDING, L.L.C. as Assignee By: /s/ Nantha Suppiah ---------------------------------- Name: Nantha Suppiah Title: Assistant 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/ Nantha Suppiah ---------------------------------- Name: Nantha Suppiah Title: Assistant Vice President 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 ---------------------------------- Name: Nantha Suppiah Title: Assistant Vice President THE BANK OF NEW YORK by /s/ John-Paul Marrotta ---------------------------------- Name: John-Paul Marrotta Title: Vice President THE BANK OF NOVA SCOTIA by /s/ N. Bell ---------------------------------- Name: N. Bell Title: Assistant Agent THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY by /s/ M.R. MARKE ---------------------------------- Name: M.R. MARKE Title: Vice President & Mgr BANK ONE, N.A. by /s/ Christopher C. Cavaigni ---------------------------------- Name: Christopher C. Cavaigni Title: Director CAPTIVA FINANCE LTD. by /s/ David Dyer ---------------------------------- Name: David Dyer Title: Director CENTURION CDO II, LTD. By: American Express Asset Management Group, Inc. as Collateral Manaer by /s/ Steven B. Staver ---------------------------------- Name: Steven B. Staver Title: Managing Director THE CIT GROUP/EQUIPMENT FINANCING by /s/ Katie J. Saunders ---------------------------------- Name: Katie J. Saunders Title: Sr. Credit Analyst Citicorp Life Insurance Company by /s/ John Petchler ---------------------------------- Name: John Petchler Title: Vice President DIAMOND LEASE (U.S.A.), INC. by /s/ Jeffrey H. Fishman ---------------------------------- Name: Jeffrey H. Fishman Title: VP, Credit Administration ELF FUNDING TRUST III by New York Life Investment Management, LLC, as attorney-in-fact by /s/ F. David Melka ---------------------------------- Name: F. David Melka Title: Vice President by /s/ Robert H. Dial ---------------------------------- Name: Robert H. Dial Title: Vice President Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund by /s/ John H. Costello ---------------------------------- Name: John H. Costello Title: Assistant Treasurer First Citicorp Life Insurance Company by /s/ John Petchler ---------------------------------- Name: John Petchler Title: President FIRST UNION NATIONAL BANK by /s/ Timothy Morrison ---------------------------------- Name: Timothy Morrison Title: Assistant Vice President Fleet National Bank by /s/ Michael J. Blake ---------------------------------- Name: Michael J. Blake Title: Managing Director Franklin CLO I, Limited by /s/ Richard D'Addario ---------------------------------- Name: Richard D'Addario Title: Vice President Franklin CLO II, Limited by /s/ Richard D'Addario ---------------------------------- Name: Richard D'Addario Title: Vice President Franklin Floating Rate Master Series by /s/ Richard D'Addario ---------------------------------- Name: Richard D'Addario Title: Vice President GALAXY CLO 1999-1 LTD. by /s/ Signature Unrecognizable ---------------------------------- Name: Signature Unrecognizable Title: Authorized Representative GE Capital Corp. by /s/ R.T. Sturgeon ---------------------------------- Name: R.T. Sturgeon Title: Manager-Operations Grayston CLO 2001-01 LTD by Bear Stearns Asset Management Inc. as its Collateral Manager by /s/ Niall D. Rosenzweig ---------------------------------- Name: Niall D. Rosenzweige Title: Associate Director HARBOURVIEW CDO II, LTD. by /s/ Bill Campbell ---------------------------------- Name: Bill Campbell Title: Manager HARBOURVIEW CLO IV, LTD. by /s/ Bill Campbell ---------------------------------- Name: Bill Campbell Title: Manager INTERNATIONAL COMMERCIAL BANK OF CHINA by /s/ Kwei-Lin Ho ---------------------------------- Name: Kwei-Lin Ho Title: VP & General Manager JUPITER FUNDING TRUST by /s/ Ann E. Morris ---------------------------------- Name: Ann E. Morris Title: Authorized Agent KZH CNC LLC by /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent KZH CYPRESS TREE-1 LLC by /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent KZH PONDVIEW LLC by /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent KZH RIVERSIDE LLC by /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent KZH SOLEIL-2 LLC by /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent KZH STERLING LLC by /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent KZH WATERSIDE LLC by /s/ Susan Lee ---------------------------------- Name: Susan Lee Title: Authorized Agent LASALLE BANK NATIONAL ASSOCIATION by /s/ Robert W. Hart ---------------------------------- Name: Robert W. Hart Title: First Vice President 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 Longhorn CDO (Cayman) LTD By: Merrill Lynch Investment Advisors, L.P. as Investment Advisor by /s/ C.J. Baldoni ---------------------------------- Name: C.J. Baldoni Title: Authorized Signatory Longhorn CDO II, LTD By: Merrill Lynch Investment Advisors, L.P. as Investment Advisor by /s/ C.J. Baldoni ---------------------------------- Name: C.J. Baldoni Title: Authorized Signatory MAPLEWOOD (CAYMAN) LIMITED By: Massachusetts Mutual Life Insurance Company, as Investment Manager by /s/ Steven J. Katz ---------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Council MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY by /s/ Steven J. Katz ---------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Council Master Senior Floating Rate Trust by /s/ C.J. Baldoni ---------------------------------- Name: C.J. Baldoni Title: Authorized Signatory Merrill Lynch Senior Floating Rate Fund, Inc. by /s/ C.J. Baldoni ---------------------------------- Name: C.J. Baldoni Title: Authorized Signatory METROPOLITAN LIFE INSURANCE COMPANY by /s/ James R. Dingler ---------------------------------- Name: James R. Dingler Title: Director ML CLO XV PILGRAM AMERICA (CAYMAN) Ltd. By: ING Investments, LLC. as its investment manager by /s/ Brian S. Horton ---------------------------------- Name: Brian S. Horton Title: Vice President ML CLO XX PILGRAM AMERICA (CAYMAN) Ltd. By: ING Investments, LLC. as its investment manager by /s/ Brian S. Horton ---------------------------------- Name: Brian S. Horton Title: Vice President SEQUILS - PILGRAM I, LTD. By: ING Investments, LLC. as its investment manager by /s/ Brian S. Horton ---------------------------------- Name: Brian S. Horton Title: Vice President MUIRFIELD TRADING LLC by /s/ Ann E. Morris ---------------------------------- Name: Ann E. Morris Title: Asst. Vice President NATEXIS BANQUES POPULAIRES by /s/ Frank H. Madden Jr. ---------------------------------- Name: Frank H. Madden Jr. Title: Vice President & Group Manager by /s/ Harris Frommer ---------------------------------- Name: Harris Frommer Title: Assistant Vice President New York Life Insurance and Annuity Corporation By: New York Life Investment Management LLC, its Investment Managemer by /s/ F. David Melka ---------------------------------- Name: F. David Melka Title: Investment Vice President by /s/ Robert H. Dial ---------------------------------- Name: Robert H. Dial Title: Vice President New York Life Insurance Company by /s/ F. David Melka ---------------------------------- Name: F. David Melka Title: Investment Vice President by /s/ Robert H. Dial ---------------------------------- Name: Robert H. Dial Title: Investment Vice President NUVEEN FLOATING RATE FUND By: Nuveen Senior Loan Asset Management Inc. by /s/ Lenny Mason ---------------------------------- Name: Lenny Mason Title: Portfolio Manager NUVEEN SENIOR INCOME FUND By: Nuveen Senior Loan Asset Management Inc. by /s/ Lenny Mason ---------------------------------- Name: Lenny Mason Title: Portfolio Manager OAK HILL CREDIT PARTNERS I, LIMITED By: Oak Hill CLO Management, LLC as Investment Manager by /s/ Scott D. Krase ---------------------------------- Name: Scott D. Krase Title: Authorized Signatory OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager by /s/ Michael B. Nechamkin ---------------------------------- Name: Michael B. Nechamkin Title: Portofolio manager OCTAGON INVESTMENT PARTNERS III, LTD By: Octagon Credit Investors, LLC as sub-investment manager by /s/ Michael B. Nechamkin ---------------------------------- Name: Michael B. Nechamkin Title: Portofolio Manager OCTAGON INVESTMENT PARTNERS IV, LTD By: Octagon Credit Investors, LLC as collateral manager by /s/ Michael B. Nechamkin ---------------------------------- Name: Michael B. Nechamkin Title: Portofolio Manager OLYMPIC FUNDING TRUST, SERIES 1999-1 by /s/ Ann E. Morris ---------------------------------- Name: Ann E. Morris Title: Authorized Agent PINEHURST TRADING, INC. by /s/ Ann E. Morris ---------------------------------- Name: Ann E. Morris Title: Asst. Vice President PRINCIPAL LIFE INSURANCE COMPANY by /s/ Jon C. Heiny ---------------------------------- Name: Jon C. Heiny Title: Counsel by /s/ Debra Svoboda EPP ---------------------------------- Name: Debra Svoboda EPP Title: Counsel PROMETHEUS INVESTMENT FUNDING NO. 1 LTD. By: CPF Asset Advisory, LLC as Investment Manager by /s/ Irv Roa ---------------------------------- Name: Irv Roa Title: Associate Director by /s/ Elizabeth H. Tallmadge ---------------------------------- Name: Elizabeth H. Tallmadge Title: Managing Director Chief Investment Officer ROSEMONT CLO, LTD by Deerfield Capital Management LLC as its Collateral Manager by /s/ Matt Stouffer ---------------------------------- Name: Matt Stouffer Title: Vice President SEABOARD CLO 2000 LTD. by ORIX Capital Markets, LLC Collateral Manager by /s/ Sheppard H.C. Davis, Jr. ---------------------------------- Name: Sheppard H.C. Davis, Jr. Title: Managing Director SEQUILS-CENTURION V, LTD American Express Asset Management Group Inc. as Collateral Manager by /s/ Steven B. Staver ---------------------------------- Name: Steven B. Staver Title: Managing Director SEQUILS-CUMBERLAND I, LTD. By: Deerfield Capital Management, L.L.C. as its Collateral Manager by /s/ Matt Stouffer ---------------------------------- Name: Matt Stouffer Title: Vice President SEQUILS ING - I (HBDGM) LTD. By: ING Capital Advisors LLC, as its Collateral Manaer by /s/ Steven Gorski ---------------------------------- Name: Steven Gorski Title: Vice President & Senior Credit Analyst THE SIAM COMMERICAL BANK PCL SINGAPORE BRANCH by /s/ Nattapong Samit-Ampaispisarn Name: Nattapong Samit-Ampaispisarn Title: Vice President & General Manager by /s/ Irene Sno Name: Irene Sno Title: Assistant General Manager - Corporate Planning & Risk Management SIMSBURY CLO, LIMITED By: Massachusetts Mutual Life Insurance Company, as Collateral Manager by /s/ Steven J. Katz ---------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel STANFIELD QUATTRO CLO, LTD By: Stanfield Capital Partners LLC As its Collateral Manager by /s/ Christopher E. Hansen ---------------------------------- Name: Christopher E. Hansen Title: Managing Partner STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY by /s/ James R. Fellows ---------------------------------- Name: James R. Fellows Title: Senior Vice President Stein Roe & Farnham Incorporated as Advisor to the Stein Roe Floating Rate Limited Liability Company TEXTRON FINANCIAL CORPORATION by /s/ Matthew J. Colgan ---------------------------------- Name: Matthew J. Colgan Title: Director Travelers Corporate Loan Fund Inc. By: Travelers Asset Management International Company, LLC by /s/ John Petchler ---------------------------------- Name: John Petchler Title: Vice President The Travelers Insurance Company by /s/ John Petchler ---------------------------------- Name: John Petchler Title: Vice President UMB Bank, N.A. by /s/ Terry Dierks ---------------------------------- Name: Terry Dierks Title: Senior Vice President U.S. Bank National Association formerly known as Firstar Bank, N.A. by /s/ Bruce A. Easterly ---------------------------------- Name: Bruce A. Easterly Title: Vice President VAN KAMPEN CLO I, LIMITED, By: Van Kampen Investment Advisory Corp. as Collateral Manager by /s/ William Lenga ---------------------------------- Name: William Lenga Title: Vice President VAN KAMPEN CLO II, LIMITED, By: Van Kampen Investment Advisory Corp. as Collateral Manager by /s/ William Lenga ---------------------------------- Name: William Lenga Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. by /s/ William Lenga ---------------------------------- Name: William Lenga Title: Vice President VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. by /s/ William Lenga ---------------------------------- Name: William Lenga Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. by /s/ William Lenga ---------------------------------- Name: William Lenga Title: Vice President WINGED FOOT FUNDING TRUST by /s/ Ann E. Morris ---------------------------------- Name: Ann E. Morris Title: Authorized Agent