EX-4.8 (A) 7 dex48a.txt AMENDMENT NO. 1 TO THE LYONDELL AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 4.8(a) AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT dated as of March 7, 2003 to the Amended and Restated Credit Agreement dated as of June 27, 2002 (the "Credit Agreement") among LYONDELL CHEMICAL COMPANY, a Delaware corporation (the "Borrower"); the LENDERS from time to time party thereto; BANK OF AMERICA, N.A. and CITIBANK, N.A., as Co-Syndication Agents; SOCIETE GENERALE and UBS WARBURG LLC, as Co-Documentation Agents; and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"). The parties hereto agree as follows: Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Section 2. Amended Definitions. The following definitions in Section 1.01 of the Credit Agreement are amended to read in their entirety as follows: "Capital Expenditures" means, for any Person for any fiscal period, the additions to property, plant and equipment and other capital expenditures of the Borrower and its Consolidated Subsidiaries for such period, as the same are (or would in accordance with GAAP be) set forth in a statement of cash flows of such Person for such period; provided that "Capital Expenditures" shall exclude (i) expenditures required, mandated or necessary to comply with the laws, rules, regulations or other requirements of any governmental authority, (ii) expenditures of property and casualty insurance or any award or other compensation with respect to any condemnations of property (or any transfer or disposition of property in lieu of condemnation) and related insurance deductibles and (iii) expenditures incurred in connection with the conversion of the Borrower's MTBE facilities to produce other gasoline blending components in an aggregate amount not exceeding $85,000,000 for all fiscal periods; and provided further that "Capital Expenditures" shall include (without duplication) Investments made in the PO-11 JV or the PO-12 JV during such fiscal period to finance Capital Expenditures of such Borrower Joint Ventures. "EBITDA" means, for any Person for any period, the Net Income of such Person for such period plus without duplication, to the extent deducted in determining such Net Income, (x) interest expense, income tax expense and depreciation, amortization and other similar non-cash charges and (y) asset write-downs and other restructuring charges which are not cash costs not to exceed $50,000,000 in the aggregate for all such periods; provided that, in the case of clause (y), if any such charge represents a cash payment in any future period, such cash payment shall be deducted when calculating EBITDA for such future period. Section 3. Covenant Amendments. (a) Section 5.09(k) of the Credit Agreement is amended by replacing the reference to "$200,000,000" with a reference to "$100,000,000". (b) Section 5.10(f) of the Credit Agreement is amended to read in its entirety as follows: (f) Debt of Foreign Subsidiaries and other Subsidiaries conducting substantially all their operations outside the United States in an aggregate outstanding principal amount at no time exceeding $100,000,000; provided that in addition to the foregoing, if the obligations of any such Subsidiaries in respect of any lease or any arrangement related thereto, in each case in effect as of December 31, 2002, relating to the BDO-2 facility are recharacterized as Debt as a result of a change in GAAP implemented after such date, such Subsidiaries shall be permitted to be liable with respect to such Debt in an aggregate outstanding principal amount at no time exceeding the U.S. dollar equivalent of _190,000,000 for all such Subsidiaries; (c) Section 5.11 of the Credit Agreement is amended to read in its entirety as follows: Section 5.11. Adjusted Debt to Adjusted EBITDA. At any date during each period set forth below, the ratio of (i) Adjusted Debt at such date to (ii) Adjusted EBITDA for the period of four consecutive Fiscal Quarters most recently ended on or prior to such date will not exceed the ratio set forth below opposite such period: 2 Period Ratio ------ ----- December 31, 2002 - March 30, 2003 9.25 March 31, 2003 - September 29, 2003 9.90 September 30, 2003 - March 30, 2004 10.25 March 31, 2004 - June 29, 2004 8.75 June 30, 2004 - September 29, 2004 8.00 September 30, 2004 - December 30, 2004 7.50 December 31, 2004 - March 30, 2005 6.25 March 31, 2005 - December 30, 2005 3.50 On and after December 31, 2005 3.00 (d) Section 5.12 of the Credit Agreement is amended to read in its entirety as follows: Section 5.12. Fixed Charge Coverage Ratio. At the end of each Fiscal Quarter ending during each period set forth below, the Fixed Charge Coverage Ratio will not be less than the ratio set forth below opposite such period: Period Ratio ------ ----- October 1, 2002 - December 31, 2002 1.10 January 1, 2003 - December 31, 2003 1.00 January 1, 2004 - March 31, 2004 1.15 April 1, 2004 - June 30, 2004 1.25 July 1, 2004 - September 30, 2004 1.30 October 1, 2004 - December 31, 2004 1.55 At any time thereafter 2.60 (e) Section 5.13 of the Credit Agreement is amended to read in its entirety as follows: Section 5.13. Minimum Consolidated Net Worth. (a) Consolidated Net Worth will not at the end of any Fiscal Quarter ending on or prior to December 31, 2002 be less than an amount equal to the sum of (i) $175,000,000 and (ii) an amount equal to 50% of Consolidated Net Income for each Fiscal Quarter ending after March 31, 1998 but on or before the date of determination, in each case, for which Consolidated Net Income is positive (but with no deduction on account of negative Consolidated Net Income for any Fiscal Quarter) plus (iii) 75% of the amount by which Consolidated Net Worth is increased after March 31, 1998 as a result of the issuance and sale of capital stock of the Borrower or 3 the conversion or exchange of Debt of the Borrower into capital stock of the Borrower minus (iv) the amount by which Consolidated Net Worth shall have been reduced by reason of one-time charges and/or losses in connection with (A) a TDI Sale and (B) the TDI Restructuring in an amount not exceeding $80,000,000. (b) Consolidated Net Worth will not at the end of the Fiscal Quarter ending March 31, 2003 be less than $1,000,000,000. (c) Consolidated Net Worth will not at the end of any Fiscal Quarter ending after March 31, 2003 be less than an amount equal to the sum of (i) $1,000,000,000 and (ii) an amount equal to 50% of Consolidated Net Income for each Fiscal Quarter ending after March 31, 2003 but on or before the date of determination, in each case, for which Consolidated Net Income is positive (but with no deduction on account of negative Consolidated Net Income for any Fiscal Quarter) plus (iii) 75% of the amount by which Consolidated Net Worth is increased after March 31, 2003 as a result of the issuance and sale of capital stock of the Borrower or the conversion or exchange of Debt of the Borrower into capital stock of the Borrower minus (iv) the amount by which Consolidated Net Worth shall have been reduced by reason of one-time charges and/or losses in connection with (A) a TDI Sale and (B) the TDI Restructuring in an amount not exceeding $20,000,000. (f) Section 9.06(d) of the Credit Agreement is amended to read in its entirety as follows: (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Section 4. Commitment Fee. The Commitment Fee Rate line in the table appearing in the Pricing Schedule is amended to read as follows: 4 -------------------------------------------------------------------------------- Status: Level I Level II Level III Level IV ================================================================================ Commitment Fee Rate: .625% .750% 1.000% 1.000% -------------------------------------------------------------------------------- Section 5. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true in all material respects on and as of the Amendment Effective Date (as defined below) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default will have occurred and be continuing on such date. Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. Section 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 8. Effectiveness. This Amendment shall become effective on the first date when the following conditions are met (the "Amendment Effective Date"): (a) the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party of execution of a counterpart hereof by such party); and (b) the Administrative Agent and the Arrangers shall have received payment of all amendment fees, other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Borrower) and other compensation payable to any of the foregoing on or prior to the Amendment Effective Date in connection with the Loan Documents. Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto. 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. LYONDELL CHEMICAL COMPANY, By: /s/ Karen A. Twitchell -------------------------------------- Name: Karen A. Twitchell Title: Vice President & Treasurer JPMORGAN CHASE BANK, individually and as Administrative Agent By: /s/ Marian N. Schuman -------------------------------------- Marian N. Schuman, Vice President BANK OF AMERICA, N.A., individually and as Co-Syndication Agent By: /s/ Richard L. Stein -------------------------------------- Richard L. Stein, Principal CITIBANK, N.A., individually and as Co-Syndication Agent By: /s/ Carolyn A. Sheridan -------------------------------------- Carolyn A. Sheridan, Managing Director and Vice President UBS AG, Stamford Branch By: /s/ Luke Goldsworthy -------------------------------------- Luke Goldsworthy Associate Director Banking Products Services, US By: /s/ Wilfred V. Sam -------------------------------------- Wilfred V. Sam Associate Director Banking Products Services, US AMERICAN EXPRESS CERTIFICATE COMPANY By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP INC., as Collateral Manager By: /s/ Yvonne E. Stevens --------------------------------- Yvonne E. Stevens, Senior Managing Director APEX (Trimaran) CDO I, LTD. By: Trimaran Advisors, LLC By: /s/ David M. Millison --------------------------------- David M. Millison, Managing Director Ares VII CLO Ltd. By: Ares CLO Management VII, L.P., Investment Manager By: Ares CLO GP VII, LLC, Its General Partner By: /s/ 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 AURUM CLO 2002-1, LTD. By: STEIN ROE & FARNHAM INCORPORATED, AS INVESTMENT MANAGER By: /s/ Kathleen A. Zarn -------------------------------------- Kathleen A. Zarn, Senior Vice President Ballyrock CDO I Limited By: /s/ Lisa Rymut ------------------------------------------ Lisa Rymut, Assistant Treasurer Bank One NA, (Main Office-Chicago) By: /s/ Daniel A. Davis ------------------------------------------ Daniel A. Davis, Director Bedford CDO, Limited (#1276) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------------- Mohan V. Phansalkar, Executive Vice President CAPTIVA 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 Centurion CDO II, Ltd. By: American Express Asset Management Group Inc., as Collateral Manager By: /s/ Leanne Stavrakis ----------------------------------- Leanne Stavrakis, Director - Operations CENTURION CDO VI, LLC By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------------- Leanne Stavrakis, Director- Operations CITICORP INSURANCE AND INVESTMENT TRUST By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ---------------------------------- Allen R. Cantrell, Investment Officer Clydesdale CLO 2001-1, Ltd. By: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., AS COLLATERAL MANAGER By: /s/ Elizabeth MacLean ---------------------------------- Elizabeth MacLean, Vice President COLUMBUS LOAN FUNDING LTD. By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ---------------------------------- Allen R. Cantrell, Investment Officer CONSTANINUS EATON VANCE CDO V, LTD. BY: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR By: /s/ Scott R. Page ---------------------------------- Scott R. Page, Vice President Credit Industriel et Commercial By: /s/ Sean Mounter --------------------------------------- Sean Mounter, First Vice President By: /s/ Brian O'Leary --------------------------------------- Brian O'Leary, Vice President 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 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 SENIOR INCOME TRUST By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Scott H. Page ----------------------------------- Scott H. Page, Vice President Eli Lilly and Company (#2418) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------- Mohan V. Phansalkar, Executive Vice President ELT, LTD. By: /s/ Diana L. Mushill --------------------------------------- Diana L. Mushill, Authorized Agent GALAXY CLO 1999-1 LTD. By: /s/ W. Jeffrey Baxter ------------------------ W. Jeffrey Baxter, Authorized Agent Gallatin Funding 1, Ltd. By: Bear Stearns Asset Management Inc., as its Collateral Manager By: /s/ Nivi D. Rosensweig ------------------------- Nivi D. Rosensweig, Associate Director GRAYSON & CO. By: BOSTON MANAGEMENT AND RESEARCH, AS INVESTMENT ADVISOR By: /s/ Scott H. Page ----------------------------- Scott H. Page, Vice President 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 Hamilton CDO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher A. Bondy ----------------------------- Christopher A. Bondy, Partner HARBOUR TOWN FUNDING LLC By: /s/ Diana L. Mushill ---------------------------- Diana L. Mushill, Assistant Vice President Eli Lilly Insurance Company By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Yvonne E. Stevens --------------------------- Yvonne E. Stevens, Senior Managing Director ING PRIME RATE TRUST By: ING Investments, LLC, as its Investment Manager By: /s/ Charles LeMieux --------------------- Charles LeMieux, CFA Vice President ING SENIOR INCOME FUND By: ING Investments, LLC, as its Investment Manager By: /s/ Charles LeMieux ------------------------- Charles LeMieux, CFA Vice President T. ROWE PRICE ASSOCIATES, INC., as Collateral Manager on behalf of INNER HARBOR CBO 2001-1 LTD. By: /s/ Darrell N. Braman ---------------------------------- Darrell N. Braman, Vice President Intercontinental CDO S.A. (#1284) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------ Mohan V. Phansalkar, Executive Vice President Jlssekikun Funding, Ltd. (#1288) By: /s/ Mohan V. Phansalkar ------------------------------ Mohan V. Phansalkar, Executive Vice President JUPITER LOAN FUNDING LLC By: /s/ Diana L. Mushill --------------------------- Diana L. Mushill, Assistant 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 CYPRESSTREE-1 LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent KZH ING-2 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 KZH STERLING LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent KZH WATERSIDE LLC By: /s/ Dorian Herrera -------------------------------- Dorian Herrera, Authorized Agent LANDMARK CDO LIMITED By: ALADDIN ASSET MANAGEMENT LLC, AS MANAGER By: /s/ Joseph Moroney -------------------------- Joseph Moroney, Authorized Signatory LIBERTY FLOATING RATE ADVANTAGE FUND By: STEIN ROE & FARNHAM INCORPORATED, AS ADVISOR By: /s/ Kathleen A. Zarn ------------------------- Kathleen A. Zarn, Senior Vice President LONG LANE MASTER TRUST II By: Fleet National Bank as Trust Administrator, with respect to Series Eclipse By: /s/ Kevin Kearns ------------------------------- Kevin Kearns, Managing Director Long Lane Master Trust IV By: Fleet National Bank as Trust Administrator By: /s/ Kevin Kearns -------------------------------- Kevin Kearns, Managing Director Longhorn CDO (Cayman) LTD By: Merrill Lynch Investment Managers, L.P., As Investment Advisor, as a Lender By: /s/ Omar Jama ------------------------------- Omar Jama, Authorized Signatory Longhorn CDO II, LTD, as a Lender By: /s/ Omar Jama ------------------------------- Omar Jama, Authorized Signatory Merrill Lynch Global Investment Series: Bank Loan Income Portfolio By: Merrill Lynch Investment Managers, L.P., As Investment Advisor By: /s/ Omar Jam ------------------------------- Omar Jama, Authorized Signatory Master Senior Floating Rate Trust By: /s/ Omar Jama ------------------------------- Omar Jama, Authorized Signatory Metropolitan Life Insurance Company By: /s/ James R. Dingler -------------------------- James R. Dingler, Director 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 NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Thomas B. Leggett --------------------- Thomas B. Leggett, Associate Vice President, Public Bonds 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 Portfolio Manager By: /s/ Michael B. Nechamkin ---------------------------- Michael B. Nechamkin, Portfolio Manager OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Diana L. Mushill -------------------------------- Diana L. Mushill, Authorized Agent 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/ Diana L. Mushill -------------------------------- Diana L. Mushill Assistant Vice President PPM SHADOW CREEK FUNDING LLC By: /s/ Diana L. Mushill -------------------------------- Diana L. Mushill 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 ROSEMONT CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Witnebel ---------------------------- Mark E. Wittnebel, Sr. Vice President ROYALTON COMPANY (#280) By: Pacific Investment Management Company LLC, as its Investment Manager By: /s/ Mohan V. Phansalkar ---------------------------- Mohan V. Phansalkar, Executive Vice President SAWGRASS TRADING LLC By: /s/ Diana L. Mushill -------------------------------- Diana L. Mushill, Assistant Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Scott H. Page ---------------------------- Scott H. Page, Vice President SEQUILS I, LTD. 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 SEQUILS IV, LTD. 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 Sequils-Centurion V, Ltd. By: American Express Asset Management Group Inc., as Collateral Manager By: /s/ Leanne Stavrakis ---------------------------- Leanne Stavrakis, Director - Operations SEQUILS-Cumberland I, Ltd. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Wittnebel ---------------------------- Mark E. Wittnebel, Sr. Vice President 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 SRF 2000 LLC By: /s/ Diana L. Mushill -------------------------------- Diana L. Mushill, Assistant Vice President Stanfield Arbitrage CDO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher A. Bondy ---------------------------- Christopher A. Bondy, Partner Stanfield Carrera CLO, Ltd. By: Stanfield Capital Partners LLC, as its Asset Manager By: /s/ Christopher A. Bondy ---------------------------- Christopher A. Bondy, Partner Stanfield CLO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher A. Bondy ---------------------------- Christopher A. Bondy, Partner Stanfield Quattro CLO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral Manager By: /s/ Christopher A. Bondy ---------------------------- Christopher A. Bondy, Partner Stanfield/RMF Transatlantic CDO, Ltd. By: Stanfield Capital Partners LLC, as its Collateral 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 STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: STEIN ROE & FARNHAM INCORPORATED, AS ADVISOR By: /s/ Kathleen A. Zarn ---------------------------- Kathleen A. Zarn, Senior Vice President The Sumitomo Trust Banking Co., Ltd. New York Branch By: /s/ Elizabeth A. Quirk -------------------------------- Elizabeth A. Quirk, Vice President SUNAMERICA LIFE INSURANCE COMPANY By: /s/ W. Jeffrey Baxter -------------------------------- W. Jeffrey Baxter, Authorized Agent SunAmerica Senior Floating Rate Fund Inc.. By: Stanfield Capital Partners LLC, as subadvisor By: /s/ Christopher A. Bondy ---------------------------- Christopher A. Bondy, Partner Toronto Dominion (Texas), Inc. By: /s/ Carol Brandt -------------------------------- Carol Brandt, Vice President CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC. By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell ---------------------------- Allen R. Cantrell, Investment Officer THE TRAVELERS INSURANCE COMPANY By: /s/ Allen R. Cantrell -------------------------------- Allen 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 VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp, As Collateral Manager By: /s/ William Lenga ---------------------------- William Lenga, Vice President VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp, As Collateral Manager By: /s/ William Lenga ---------------------------- William Lenga, Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp By: /s/ Christina Jamieson ---------------------------- Christina Jamieson, Vice President VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp By: /s/ Christina Jamieson ---------------------------- Christina Jamieson, Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp By: /s/ Brad Langs ---------------------------- Brad Langs, Executive Director VENTURE II CDO-2002, LIMITED By its investment advisor, Barclays Bank PLC, New York Branch By: /s/ Kenneth Ostmann -------------------------------- Kenneth Ostmann, Director Windsor Loan Funding, Limited By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher A. Bondy ---------------------------- Christopher A. Bondy, Partner WINGED FOOT FUNDING TRUST By: /s/ Diana L. Mushill -------------------------------- Diana L. Mushill, Authorized Agent 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