Exhibit 10.1

EX-10 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

ISLE OF CAPRI CASINOS, INC.

FOURTH AMENDMENT

TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of November 23, 2004 between ISLE OF CAPRI CASINOS, INC., a Delaware corporation ("Company") and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent for Lenders ("Administrative Agent"), and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of April 26, 2002 (as amended or otherwise modified from time to time, the "Credit Agreement"), by and among Company, the financial institutions listed therein as Lenders, the Co-Syndication Agents listed therein, the Co-Documentation Agents listed therein, CIBC World Markets Corp., as Lead Arranger, and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, Company, Agents and Lenders desire to amend the Credit Agreement to amend certain financial and other negative covenants;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.

AMENDMENTS TO THE CREDIT AGREEMENT

1.1

Consolidated Total Leverage Ratio.

Subsection 7.6(A) of the Credit Agreement is hereby amended by deleting the Consolidated Total Leverage Ratio levels for the second Fiscal Quarter of Fiscal Year 2005 through the second Fiscal Quarter of Fiscal Year 2006 and replacing them as follows:


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Period Total Leverage Ratio

2nd Fiscal Quarter, Fiscal Year 2005	5.00:1:00
3rd Fiscal Quarter, Fiscal Year 2005	5.50:1:00
4th Fiscal Quarter, Fiscal Year 2005	5.50:1:00

1st Fiscal Quarter, Fiscal Year 2006	5.75:1:00
2nd Fiscal Quarter, Fiscal Year 2006	5.75:1:00

1.2

Fixed Charge Coverage Ratio.

Subsection 7.6(C) of the Credit Agreement is hereby amended by deleting the Minimum Fixed Charge Coverage Ratio levels for the second Fiscal Quarter of Fiscal Year 2005 through the second Fiscal Quarter of Fiscal Year 2006 and replacing them as follows:

Minimum Fixed Charge

Period Coverage Ratio

2nd Fiscal Quarter, Fiscal Year 2005	1.65:1:00
3rd Fiscal Quarter, Fiscal Year 2005	1.65:1:00
4th Fiscal Quarter, Fiscal Year 2005	1.65:1:00

1st Fiscal Quarter, Fiscal Year 2006	1.65:1:00
2nd Fiscal Quarter, Fiscal Year 2006	1.65:1:00

1.3

Consolidated Capital Expenditures.

A. Subsection 7.8(A)(i) is hereby amended by deleting "less" and replacing it with "without deduction for".

B. Subsection 7.8(A)(iii) is hereby amended by deleting "other" in the first clause.

C. Subsection 7.8(B) is hereby amended by deleting "$40,000,000" and replacing it with "$50,000,000".


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Section 2.

CONDITIONS TO EFFECTIVENESS

Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Fourth Amendment Effective Date"):

A. On or before the Fourth Amendment Effective Date, Company shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) copies of this Amendment, executed by Company and each Credit Support Party.

B. On or before the Fourth Amendment Effective Date, Administrative Agent shall have executed copies of this Amendment on behalf of itself and consenting Lenders.

C. On or before the Fourth Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

D. Company shall pay to each Lender executing this Amendment on or before 3:00 P.M., New York time, on November 11, 2004 an amendment fee equal to 0.05% of the sum of such Lender’s Term Loan Exposure plus such Lender’s Revolving Loan Exposure.

Section 3.

COMPANY’S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

A. Corporate Power and Authority. Company and each Credit Support Party has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

B. Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company and each Credit Support Party.

C. No Conflict. The execution and delivery by Company and each Credit Support Party of this Amendment and the performance by Company of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries, except pursuant to the Loan Documents, or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries.


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D. Governmental Consents. The execution and delivery by Company and each Credit Support Party of this Amendment and the performance by Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body.

E. Binding Obligation. This Amendment has been duly executed and delivered by Company and each Credit Support Party and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company and each Credit Support Party, enforceable against Company and each Credit Support Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

F. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 4 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

G. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

Section 4.

ACKNOWLEDGEMENT AND CONSENT

Company is a party to certain Collateral Documents pursuant to which Company has created Liens in favor of Administrative Agent on certain Collateral to secure the Obligations. Each Restricted Subsidiary is a party to a Subsidiary Guaranty and certain Collateral Documents pursuant to which such Restricted Subsidiary has (i) guarantied the Obligations and (ii) created Liens in favor of Administrative Agent on certain Collateral to secure the obligations of such Restricted Subsidiary under the Subsidiary Guaranty. Company and each Restricted Subsidiary are collectively referred to herein as the "Credit Support Parties", and the Subsidiary Guaranties and Collateral Documents referred to above are collectively referred to herein as the "Credit Support Documents".

Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all "Obligations," "Guarantied Obligations" and "Secured Obligations," or other similar terms, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including, without limitation, the payment and performance of all such "Obligations," "Guarantied Obligations" or "Secured Obligations," or similar terms, as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes.


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Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

Each Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Section 5.

MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.


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B. Fees and Expenses. Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by the Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company.

C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

E. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment (other than the provisions of Section 1 hereof, the effectiveness of which is governed by Section 2 hereof) shall become effective upon the execution of a counterpart hereof by Company, each Credit Support Party and Administrative Agent and the execution of a Lender Consent by the requisite consenting Lenders and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

[Remainder of page intentionally left blank]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

ISLE OF CAPRI CASINOS, INC.

By: /s/ Rexford A Yeisley

Rexford A. Yeisley

Senior Vice President and Chief Financial Officer

CSNO, L.L.C.

GRAND PALAIS RIVERBOAT, INC.

IOC - BOONVILLE, INC.

IOC - COAHOMA, INC.

IOC - DAVENPORT, INC.

IOC - KANSAS CITY, INC.

IOC - LULA, INC.

IOC - NATCHEZ, INC.

IOC HOLDINGS, L.L.C.

ISLE OF CAPRI BETTENDORF, L.C.

ISLE OF CAPRI CASINO COLORADO, INC.

ISLE OF CAPRI MARQUETTE, INC.

LOUISIANA RIVERBOAT GAMING PARTNERSHIP

LRGP HOLDINGS, LLC

PPI, INC.

RIVERBOAT CORPORATION OF MISSISSIPPI

RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG

RIVERBOAT SERVICES, INC.

ST. CHARLES GAMING COMPANY, INC.

(for purposes of Section 4 only) as a Credit Support Party

By: /s/ Rexford A Yeisley

Rexford A. Yeisley

Senior Vice President and Chief Financial Officer


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CANADIAN IMPERIAL BANK OF COMMERCE, individually and as Administrative Agent

By: /s/ Dean J. Decker

Name: Dean Decker

Title: Managing Director

CIBC World Markets Corp., AS AGENT


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EXHIBIT A

to Fourth Amendment

to Second Amended and Restated Credit Agreement

CONSENT OF LENDER

Reference is hereby made to the Fourth Amendment to Second Amended and Restated Credit Agreement (the "Amendment") dated as of November 23, 2004 by and between Isle of Capri Casinos, Inc. a Delaware corporation ("Company"), Canadian Imperial Bank of Commerce, as administrative agent for the Lenders ("Administrative Agent"), which is made with reference to that certain Second Amended and Restated Credit Agreement dated as of April 26, 2002 (the "Credit Agreement"), by and among Company, the financial institutions listed therein as Lenders, the Co-Syndication Agents listed therein, the Co-Documentation Agents listed therein, CIBC World Markets Corp., as Lead Arranger, and the Administrative Agent.

The undersigned Lender hereby consents to the execution and delivery of the Amendment by Administrative Agent on its behalf, substantially in the form of the draft presented to the undersigned Lender on November __, 2004.

Dated: November 8, 2004

Comerica Bank

By: /s/ Eoin P. Collins

Name: Eoin P. Collins

Title: Vice President

Dated: November 10, 2004

Calyon New York Branch

By: /s/ Dianne M. Scott

Name: Dianne M. Scott

Title: Managing Director

By: /s/ Gill A. Realon

Name: Gill Realon

Title: Director


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Dated: November 10, 2004

Deutsche Bank Trust Company Americas

By: /s/ S. P. Lapham

Name: Steve Lapham

Title: Managing Director

Dated: November __, 2004

First SunAmerica Life Insurance Company

By: AIG Global Investment Corp., Its Investment Advisor

By: /s/ W. Jeffrey Baxter

Name: W. Jeffrey Baxter

Title: Vice President

Dated: November __, 2004

General Electric Capital Corporation

By: /s/ Joseph Badini

Name: Joseph Badini

Title: Duly Authorized Signatory

Dated: November 10, 2004

Hibernia National Bank

By: /s/ Chris Haskew

Name: Chris Haskew

Title: Senior Vice President

Dated: November 9, 2004

The Peoples Bank, Biloxi, Mississippi

By: /s/ Chevis C. Swetman

Name: Chevis C. Swetman

Title: President

Dated: November 5, 2004

Trustmark National Bank

By: /s/ Craig E. Sosebee

Name: Craig E. Sosebee

Title: First Vice President


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Dated: November 9, 2004

U.S. Bank N.A.

By: /s/ Ryan Stipe

Name: Ryan Stipe

Title: Vice President

Dated: November 10, 2004

Wells Fargo Bank, N.A.

By: /s/ Peitty Chou

Name: Peitty Chou

Title: Vice President

Dated: November __, 2004

First SunAmerica Life Insurance Company

By: AIG Global Investment Corp., As Collateral Manager

By: /s/ W. Jeffrey Baxter

Name: W. Jeffrey Baxter

Title: Vice President

Dated: November __, 2004

The CIT Group/Equipment Financing, Inc.

By: /s/ Daniel A. Burnett

Name: Daniel A. Burnett

Title: Senior Account Executive

Dated: November __, 2004

The Norinchukin Bank, New York Branch, through State Street Bank and Trust Company N.A. as Fiduciary Custodian

By: Eaton Vance Management, Attorney-in-Fact

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


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Dated: November __, 2004

Toronto Dominion (New York), Inc.

By: /s/ Masood Fikree

Name: Masood Fikree

Title: Authorized Signatory

Dated: November __, 2004

AIMCO CDO Series 2000-A

By: /s/ Robert B. Boddett

Name: Robert B. Boddett

Title: Authorized Signatory

By: /s/ Jerry D. Zinkula

Name: Jerry D. Zinkula

Title: Authorized Signatory

Dated: November __, 2004

AIMCO CLO Series 2001-A

By: /s/ Robert B. Boddett

Name: Robert B. Boddett

Title: Authorized Signatory

By: /s/ Jerry D. Zinkula

Name: Jerry D. Zinkula

Title: Authorized Signatory

Dated: November __, 2004

Allstate Life Insurance Company

By: /s/ Robert B. Boddett

Name: Robert B. Boddett

Title: Authorized Signatory

By: /s/ Jerry D. Zinkula

Name: Jerry D. Zinkula

Title: Authorized Signatory


	S-6

Dated: November __, 2004

Centurion CDO VI, Ltd.

By: American Express Asset Management Group as Collateral Manager

By: /s/ Vincent P. Pham

Name: Vincent P. Pham

Title: Director - Operations

Dated: November __, 2004

KZH Cypress Tree-1 LLC

By: /s/ Hi Hua

Name: Hi Hua

Title: Authorized Signatory

Dated: November __, 2004

Sequils-Centurion V, Ltd.

By: American Express Asset Management Group, Inc. as Collateral Manager

By: /s/ Vincent P. Pham

Name: Vincent P. Pham

Title: Director - Operations

Dated: November __, 2004

AMMC CDO I, Limited.

By: American Money Management Corp., as Collateral Manager

By: /s/ David P. Meyer

Name: David P. Meyer

Title: Vice President

Dated: November __, 2004

AMMC CDO II, Limited.

By: American Money Management Corp., as Collateral Manager

By: /s/ David P. Meyer

Name: David P. Meyer

Title: Vice President


	S-7

Dated: November __, 2004

Ares IV CLO Ltd.

By: Ares CLO Management IV, L.P., Investment Manager

By: Ares CLO GP IV, L.L.C., Its Managing Member

By: /s/ Seth J. Brufsky

Name: Seth J. Brufsky

Title: Vice President

Ares V CLO Ltd.

By: Ares CLO Management V, L.P., Investment Manager

By: Ares CLO GP V, L.L.C., Its Managing Member

By: /s/ Seth J. Brufsky

Name: Seth J. Brufsky

Title: Vice President

Ares VI CLO Ltd.

By: Ares CLO Management VI, L.P., Investment Manager

By: Ares CLO GP VI, L.L.C., Its Managing Member

By: /s/ Seth J. Brufsky

Name: Seth J. Brufsky

Title: Vice President

Dated: November __, 2004

Apex (IDM) CDO I, LTD

Babson CLO LTD 2003-I

ELC (Cayman) LTD. CDO Series 1999-I

ELC (Cayman) LTD. 1999-III

ELC (Cayman) LTD. 2000-I

Suffield CLO, LIMITED

Tryon CLO, LTD. 2000-I

By: Babson Capital Management LLC as Collateral Manager

By: /s/ Russell D. Morrison

Name: Russell D. Morrison

Title: Managing Director


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Maplewood (Cayman) Limited.

By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager

By: /s/ Russell D. Morrison

Name: Russell D. Morrison

Title: Managing Director

Massachusetts Mutual Life Insurance Company

By: Babson Capital Management LLC as Investment Adviser

By: /s/ Russell D. Morrison

Name: Russell D. Morrison

Title: Managing Director

Newton CDO LTD

By: Babson Capital Management LLC as Investment Manager

By:/s/Russell D. Morrison

Name: Russell D. Morrison

Title: Managing Director

Dated: November , 2004

KZH SOLEIL LLC

By: /s/ Hi Hua

Name: Hi Hua

Title: Authorized Signatory

Dated: November 10, 2004

Nuveen Senior Income Fund

By: Symphony Asset Management

By: /s/ Larry Mason

Name: Larry Mason

Title: Authorized Signatory

Dated: November 10, 2004

Nuveen Senior Income Fund

By: Symphony Asset Management

By: /s/ Larry Mason

Name: Larry Mason

Title: Authorized Signatory

Dated: November , 2004

Apex (Trimaran) CDO I, LTD.

By: Trimaran Advisors, L.C.C.

By: /s/ David M. Millison

Name: David M. Millison

Title: Managing Director


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Dated: November , 2004

VAN KAMPEN CLO II, LIMITED.

By: Van Kampen Investment Advisory Corp As Collateral Manager

By: /s/ Brad Langs

Name: Brad Langs

Title: Executive Director

Dated: November , 2004

VAN KAMPEN SENIOR INCOME TRUST

By: Van Kampen Investment Advisory Corp.

By: /s/ Brad Langs

Name: Brad Langs

Title: Executive Director

Dated: November , 2004

TRS GANYMEDE LLC

By: /s/ Alice L. Wagner

Name:Alice L. Wagner

Title: Vice President

Dated: November , 2004

BIG SKY SENIOR LOAN FUND, LTD.

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November , 2004

COSTANTINUS EATON VANCE CDO I, LTD.

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


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Dated: November , 2004

EATON VANCE CDO III, LTD.

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November , 2004

EATON VANCE FLOATING-RATE INCOME TRUST

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November , 2004

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November , 2004

EATON VANCE LIMITED DURATION INCOME FUND

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November , 2004

EATON VANCE SENIOR FLOATING-RATE TRUST

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


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Dated: November , 2004

EATON VANCE SENIOR INCOME TRUST

By: Eaton Vance Management as Investment Advisor

By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November 9, 2004

Sequils-Cumberland I, LTD.

By: Deerfield Capital Management LLC, As its Collateral Manager

By: /s/Matt Stouffer

Name: Matt Stouffer

Title: Senior Vice President

Dated: November , 2004

Blue Square Funding Limited Series 3

By:/s/Authorized Signatory

Name: Authorized Signatory

Title:Authorized Signatory

Dated: November , 2004

Grayson & Co

By: Boston Management and Research As Investment Advisor

By:/s/Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November , 2004

Oxford Strategic Income Fund

By: Eaton Vance Management As Investment Advisor

By:/s/ Michael B. Botthof

Name:Michael B. Botthof

Title: Vice President


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Dated: November , 2004

Senior Debt Portfolio

By: Boston Management and Research as Investment Advisor

By:/s/Michael B. Botthof

Name: Michael B. Botthof

Title:Vice President

Dated: November , 2004

Tolli & Co.

By: Eaton Vance Management As Investment Advisor

By:/s/Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President

Dated: November , 2004

Flagship CLO II

By: Flagship Capital Management

By:/s/Eric S. Meyer

Name: Eric S. Meyer

Title: Director

Dated: November , 2004

Franklin CLO I, Limited

By:/s/David Ardini

Name: David Ardini

Title: Vice President

Dated: November , 2004

Franklin CLO II, Limited

By:/s/David Ardini

Name: David Ardini

Title: Vice President


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Dated: November , 2004

Franklin CLO III, Limited

By:/s/David Ardini

Name: David Ardini

Title: Vice President

Dated: November , 2004

Petrusse European CLO S.A.

By: INVESCO Senior Secured Management, Inc. As Collateral Manager

By:/s/Scott Baskind

Name: Scott Baskind

Title: Authorized Signatory

Dated: November , 2004

Saratoga CLO I. Limited

By: INVESCO Senior Secured Management, Inc. As Asset Manager

By:/s/Scott Baskind

Name: Scott Baskind

Title: Authorized Signatory

Dated: November , 2004

Sequils-Liberty, LTD.

By: INVESCO Senior Secured Management, Inc. As Collateral Manager

By:/s/Scott Baskind

Name: Scott Baskind

Title: Authorized Signatory

Dated: November , 2004

Katonah VI, LTD

By:/s/ Ralph Della Rocca

Name:Ralph Della Rocca

Title:Authorized Signatory


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Dated: November , 2004

Longhorn CDO (Cayman) LTD

By: Merrill Lynch, Investment Managers, L.P. as Investment Advisor

By:/s/Jaimin Patel

Name:Jaimin Patel

Title: Authorized Signatory

Dated: November , 2004

Longhorn CDO II, LTD.

By: Merrill Lynch Investment Managers, L.P. as Investment Advisor

By:/s/Jaimin Patel

Name:Jaimin Patel

Title: Authorized Signatory

Dated: November , 2004

Venture CDO 2002, Limited

By its Investment Advisor MJX Asset Management LLC

By:/s/Authorized Signatory

Name:Authorized Signatory

Title: Authorized Signatory

Dated: November , 2004

Aeries Finance-II Ltd.

By: Patriarch Partners X, LLC Its Managing Agent

By:/s/Lynn Tilton

Name: Lynn Tilton

Title: Manager

Dated: November , 2004

Amara-2 Finance Ltd

By: Patriarch Partners XIL, LLC

Its Managing Agent

By:/s/Lynn Tilton

Name: Lynn Tilton

Title: Manager


	S-15

Dated: November , 2004

PPM Shadow Creek Funding LLC

By:/s/Diana M. Himes

Name: Diana M. Himes

Title:Assistant Vice President

Dated: November , 2004

Dryden Leveraged Loan CDO 2002-II

By: Prudential Investment Management Inc. as Collateral Manager

By:/s/Paul Price

Name:Paul Price

Title:Authorized Signatory

Dated: November , 2004

The Prudential Insurance Company of America

By: Prudential Investment Management Inc. as Investment Advisor

By:/s/Paul Price

Name:Paul Price

Title:Authorized Signatory

Dated: November 9, 2004

Stanfield Carrera CLO, Ltd.

By: Stanfield Capital Partners LLC as Its Asset Manager

By:/s/Christopher E. Jansen

Name: Christopher E. Jansen

Title: Managing Partner

Dated: November 9, 2004

Stanfield CLO Ltd.

By: Stanfield Capital Partners LLC as its Collateral Manager

By:/s/Christopher E. Jansen

Name: Christopher E. Jansen

Title: Managing Partner


	S-16

Dated: November 9, 2004

Stanfield/RMF Transatlantic CDO Ltd.

By: Stanfield Capital Partners LLC as its Collateral Manager

By:/s/Christopher E. Jansen

Name: Christopher E. Jansen

Title: Managing Partner

Dated: November , 2004

Stein Roe & Farnham CLOI LTD.

By: Columbia Management Advisors, Inc. as Portfolio Manager

By:/s/Eric V. Meyer

Name: Eric V. Meyer

Title: Vice President

Dated: November , 2004

SunAmerica Life Insurance Company

By: AIG Global Investment Corp. as Investment Advisor

By:/s/W. Jeffery Baxter

Name: W. Jeffery Baxter

Title: Vice President


	S-17

Dated: November , 2004

SIMSBURY CLO, LIMITED

By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager

By: /s/ Russell D. Morrison

Name: Russell D. Morrison

Title: Managing Director

Dated: November , 2004

BILL & MELINDA GATES FOUNDATION

By: Babson Capital Management LLC as Investment Advisor

By: /s/ Russell D. Morrison

Name: Russell D. Morrison

Title: Managing Director

Dated: November , 2004

MAGNETITE CBO II, LTD.

TITANIUM CBO LIMITED

By: /s/ Tom Colwell

Name: Tom Colwell

Title: Authorized Signatory

Dated: November , 2004

HANOVER SQUARE CLO LTD.

By: Blackstone Debt Advisors L.P. As Collateral Manager

By: /s/ Dean Criares

Name: Dean Criares

Title: Managing Director


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Dated: November 8, 2004

CARLYLE HIGH YIELD PARTNERS II, LTD.

By: /s/ Linda Pace

Name: Linda Pace

Title: Managing Director

Dated: November 8, 2004

CARLYLE HIGH YIELD PARTNERS II, LTD.

By: /s/ Linda Pace

Name: Linda Pace

Title: Managing Director

Dated: November 8, 2004

CARLYLE HIGH YIELD PARTNERS II, LTD.

By: /s/ Linda Pace

Name: Linda Pace

Title: Managing Director

Dated: November 8, 2004

TRUMBULL THC, LTD.

By: /s/ Janet Haack

Name: Janet Haack

Title: Attorney-in-Fact

Dated: November 9, 2004

BRYN MAWR CLO, LTD.

By: Deerfield Capital Management LLC, As its Collateral Manager

By: /s/ Matt Steuffler

Name: Matt Steuffler

Title: Senior Vice President


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Dated: November 9, 2004

FOREST CREEK CLO, LTD.

By: Deerfield Capital Management LLC, As its Collateral Manager

By: /s/ Matt Steuffler

Name: Matt Steuffler

Title: Senior Vice President

Dated: November 9, 2004

LONG GROVE CLO, LTD.

By: Deerfield Capital Management LLC, As its Collateral Manager

By: /s/ Matt Steuffler

Name: Matt Steuffler

Title: Senior Vice President

Dated: November , 2004

MUIRFIELD TRADING LLC

By: /s/ Diana M. Himes

Name: Diana M. Himes

Title: Asst. Vice President

Dated: November 9, 2004

ROSEMONT CLO, LTD.

By: Deerfield Capital Management LLC, As its Collateral Manager

By: /s/ Matt Steuffler

Name: Matt Steuffler

Title: Senior Vice President

Dated: November , 2004

FRANKLIN FLOATING RATE DAILY ACCESS FUND

By: /s/ Richard Hsu

Name: Richard Hsu

Title: Asst. Vice President


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Dated: November , 2004

FRANKLIN FLOATING RATE TRUST

By: /s/ Richard Hsu

Name: Richard Hsu

Title: Asst. Vice President

Dated: November , 2004

FRANKLIN FLOATING RATE MASTER SERIES

By: /s/ Richard Hsu

Name: Richard Hsu

Title: Asst. Vice President

Dated: November , 2004

KZH PONDVIEW LLC

By: /s/ Hi Hua

Name: Hi Hua

Title: Authorized Agent

Dated: November 10, 2004

GULF STREAM-COMPASS CLO 2003-1 LTD

By: Gulf Stream Asset Management LLC As Collateral Manager

By: /s/ Barry K. Love

Name: Barry K. Love

Title: Chief Credit Officer

Dated: November , 2004

Article I. Elf Funding Trust 1

By: Highland Capital Management, L.P. As Collateral Manager

By: /s/ Mark Okada

Name: Mark Okada

Title: Chief Investment Officer Highland Capital Management, L.P.


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Dated: November , 2004

EMERALD ORCHARD LIMITED

By: /s/ Masood Fikree

Name: Masood Fikree

Title: Attorney-in-Fact

Dated: November , 2004

LOAN FUNDING VII LLC

By: Highland Capital Management, L.P. as Collateral Manager

By: /s/ Mark Okada

Name: Mark Okada

Title: Chief Investment Officer Highland Capital Management, L.P.

Dated: November , 2004

IKB CAPITAL CORPORATION

By: /s/ David Snyder

Name: David Snyder

Title: President

Dated: November , 2004

ARCHIMEDED FUNDING III, LTD.

By: ING Capital Advisors LLC, as Collateral Manager

By: /s/ Cheryl A. Wasilewski

Name: Cheryl A. Wasilewski

Title: Director

Dated: November , 2004

ARCHIMEDED FUNDING IV (CAYMAN), LTD.

By: ING Capital Advisors LLC, as Collateral Manager

By: /s/ Cheryl A. Wasilewski

Name: Cheryl A. Wasilewski

Title: Director


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Dated: November , 2004

ENDURANCE CLO I, LTD.

By: ING Capital Advisors LLC, as Collateral Manager

By: /s/ Cheryl A. Wasilewski

Name: Cheryl A. Wasilewski

Title: Director

Dated: November , 2004

ORYX CLO, LTD.

By: ING Capital Advisors LLC, as Collateral Manager

By: /s/ Cheryl A. Wasilewski

Name: Cheryl A. Wasilewski

Title: Director

Dated: November , 2004

SEQUILS-ING I (HBDGM), LTD.

By: ING Capital Advisors LLC, as Collateral Manager

By: /s/ Cheryl A. Wasilewski

Name: Cheryl A. Wasilewski

Title: Director

Dated: November , 2004

ING SENIOR INCOME FUND

By: ING Investment Management, Co. as its investment manager

By: /s/ Jason Groom

Name: Jason Groom

Title: Vice President

Dated: November , 2004

ING PRIME RATE TRUST

By: ING Investment Management, Co. as its investment manager

By: /s/ Jason Groom

Name: Jason Groom

Title: Vice President


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Dated: November , 2004

AVALON CAPITAL LTD.

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory

Dated: November , 2004

AVALON CAPITAL LTD. 2

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory

Dated: November , 2004

CHAMPLAIN CLO, LTD.

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory

Dated: November , 2004

CHARTER VIEW PORTFOLIO

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory

Dated: November , 2004

DIVERSIFIED CREDIT PORTFOLIO LTD.

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory


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Dated: November , 2004

INVESCO CBO 2001-1 LTD.

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory

Dated: November , 2004

INVESCO EUROPEAN CDO I S.A.

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory

Dated: November , 2004

DIVERSIFIED CREDIT PORTFOLIO LTD.

By: INVESCO Senior Management, Inc. As Portfolio Advisor

By: /s/ Scott Baskina

Name: Scott Baskina

Title: Authorized Signatory


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Dated: November ,2004

Octagon Investment Partners III, Ltd.

By: Octagon Credit Investors, LLC As Portfolio Advisor

By: /s/ Andrew D Gordon

Name: Andrew D Gordon

Title: Portfolio Manager

Dated: November , 2004

Octagon Investment Partners V, Ltd.

By: Octagon Credit Investors, LLC As Portfolio Advisor

By: /s/ Andrew D Gordon

Name: Andrew D Gordon

Title: Portfolio Manager

Dated: November , 2004

The Sumitomo Trust and Banking Co. Ltd.

By: /s/ Elizabeth A. Quisk

Name: Elizabeth A. Quisk

Title: Vice President

Dated: November , 2004

Prometheus Investment Funding No 1 LTD.

By: HUB Credit Advisors

By: /s/ Thomas L. Mowat

Name: Thomas L. Mowat

Title: Director

Dated: November , 2004

Sun America Life Insurance Company

By: AIG Global Investment Corp.

By: /s/ Jeffery Baxter

Name: Jeffery Baxter

Title: Vice President


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