CONFORMED COPY
FIRST AMENDMENT dated as of October 11, 2000 (this
"Amendment"), to the Credit Agreement dated as of
February 22, 2000 (the "Credit Agreement") among UCAR
International Inc., a Delaware corporation ("UCAR"),
UCAR Global Enterprises Inc., a Delaware corporation
("Global"), UCAR Finance Inc., a Delaware corporation
(the "Borrower"), the LC Subsidiaries from time to time
party thereto, the Lenders from time to time party
thereto and Xxxxxx Guaranty Trust Company of New York,
as Administrative Agent, Collateral Agent and Issuing
Bank.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have extended credit to the Borrower and the LC Subsidiaries, and have
agreed to extend credit to the Borrower and the LC Subsidiaries, in each case
pursuant to the terms and subject to the conditions set forth therein.
B. The Borrower has informed the Administrative Agent that it
seeks an amendment of the Credit Agreement as set forth herein.
C. The Required Lenders are willing to agree to such amendment
pursuant to the terms and subject to the conditions set forth herein.
D. Each capitalized term used and not otherwise defined herein
shall have the meaning assigned to such term in the Credit Agreement.
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 agree as follows:
SECTION 1. Amendments to the Credit Agreement. (a) The
following new definition is hereby added to Section 1.01 of the Credit
Agreement in its appropriate alphabetical position:
"Amendment Fee" shall have the meaning assigned to such term
in the First Amendment dated as of October 11, 2000 to this Agreement.
(b) The definition of "Applicable Rate" in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"Applicable Rate" shall mean, for any day, (a) with respect to
(i) any Revolving Loan or Tranche A Term Loan or (ii) the commitment fees
payable hereunder, the applicable rate per annum set forth under the
appropriate caption in Table I below or (b) with respect to any Tranche B
Term Loan, the applicable rate per annum set forth under the appropriate
caption in Table II below, in each case based upon the Leverage Ratio as
of the most recent determination date:
TABLE I
================================================================
Eurocurrency Base Rate Commitment Fee
Leverage Ratio: Spread Spread Rate
----------------------------------------------------------------
Category 1
>3.75 2.75% 1.75% 0.500%
-
----------------------------------------------------------------
Category 2
< 3.7
and > 3.50 2.63% 1.63% 0.500%
-
----------------------------------------------------------------
Category 3
< 3.50
> 2.75 2.50% 1.50% 0.500%
-
----------------------------------------------------------------
Category 4
<2.75
and >2.50 2.25% 1.25% 0.500%
-
----------------------------------------------------------------
Category 5
<2.50
and >2.25 2.00% 1.00% 0.375%
-
----------------------------------------------------------------
Category 6
<2.25
and >2.00 1.75% 0.75% 0.375%
-
Category 7
<2.00
and >1.75 1.50% 0.50% 0.375%
-
Category 8
<1.75 1.00% 0.00% 0.375%
================================================================
TABLE II
==========================================================
Eurocurrency Base Rate
Leverage Ratio: Spread Spread
----------------------------------------------------------
Category 1
>3.75 3.00% 2.25%
-
----------------------------------------------------------
Category 2
<3.75
and >3.50 2.88% 2.13%
-
----------------------------------------------------------
Category 3
<3.50
and >2.75 2.75% 2.00%
-
----------------------------------------------------------
Category 4
<2.75
and >2.50 2.75% 2.00%
-
----------------------------------------------------------
Category 5
<2.50
and >2.25 2.50% 1.50%
-
----------------------------------------------------------
Category 6
<2.25
and >2.00 2.50% 1.50%
-
-3-
----------------------------------------------------------
Category 7
<2.00
and >1.75 2.50% 1.50%
-
----------------------------------------------------------
Category 8
<1.75 2.50% 1.50%
==========================================================
Except as set forth below, the Leverage Ratio used on any date to
determine the Applicable Rate shall be that in effect at the fiscal
quarter end next preceding the Financial Statement Delivery Date occurring
on or most recently prior to such date; provided that at any time when any
Financial Statement Delivery Date shall have occurred and the financial
statements or the certificate required to have been delivered under
Section 6.04(a), (b) or (c) by such date have not yet been delivered, the
Applicable Rate shall be determined by reference to Category 1 in the
applicable Table. Notwithstanding the foregoing, until the Financial
Statement Delivery Date immediately following June 30, 2000, the
Applicable Rate will for all purposes be determined by reference to
Category 3 in the applicable Table.
(c) The definition of "Net Debt" in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"Net Debt" shall mean, with respect to UCAR, Global, the
Borrower and the Subsidiaries on a consolidated basis, at any time, (a)
Total Debt at such time minus (b) the aggregate amount held at such time
by UCAR, Global, the Borrower and the Subsidiary Loan Parties of (i)
Permitted Investments of the type described in clauses (a), (b), (c), (e)
and (to the extent analogous to such clauses (a), (b), (c) and (e)) (f) of
the definition of Permitted Investments that are denominated in Euros
(including Euro-equivalent currencies) or Dollars, mature 30 days or less
from the date of determination and are held in jurisdictions from which
funds may be freely transferred to the Borrower and (ii) cash denominated
in Euros (including Euro-equivalent currencies) or Dollars that are held
in jurisdictions from which funds may be freely transferred to the
Borrower.
(d) Section7.01(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(b) In the case of UCAR and Global, incur, create, assume or
permit to exist any Indebtedness, except:
(i) Indebtedness existing on the Effective Date and set
forth on Schedule 7.01;
-5-
(ii) Indebtedness created under the Loan Documents;
(iii) Indebtedness permitted by Section 7.01(a)(v);
(iv) Indebtedness consisting of unsecured Guarantees of
Indebtedness permitted by clauses (iii), (iv), (vii), (viii), (x),
(xi) and (xii) of Section 7.01(a);
(v) other unsecured Indebtedness in aggregate principal amount
not to exceed at any time outstanding the unused amount of unsecured
Indebtedness permitted to be incurred by the Subsidiaries by Section
7.01(a)(xii); and
(vi) Indebtedness of UCAR consisting of contingent liabilities
or Indebtedness of the type referred to in the proviso contained in
the definition of "Unrestricted Subsidiary."
In addition, UCAR may elect to receive any Restricted Payment permitted to
be made to it under Section 7.06 by incurring intercompany Indebtedness to
Global.
(e) Section 7.05(h) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(h) sales or other dispositions of accounts receivable of
Subsidiaries in connection with factoring arrangements so long as the
aggregate face amount at any time outstanding of receivables subject to
such arrangements does not exceed (i) $70,000,000 in the aggregate or (ii)
$20,000,000 for receivables of Domestic Subsidiaries;
(f) The word "and" at the end of Section 7.05(j) of the Credit
Agreement is hereby deleted. The period at the end of Section 7.05(k) is hereby
deleted and in lieu thereof a semicolon is inserted in its place.
(g) A new Section 7.05(l) is hereby inserted immediately following
Section 7.05(k) of the Credit Agreement and shall read in its entirety as
follows:
(l) sales of inventory pursuant to financing arrangements
whereby inventory is sold to third parties at a discounted price coupled
with the simultaneous formation of a contract to repurchase such inventory
at a higher price on a date after such sale so long as the aggregate value
of all inventory subject to such arrangements at any time does not exceed
$30,000,000 in the aggregate; provided that the difference between the
sale price and the repurchase price for each such disposition shall be
reasonable in light of the period of time between the applicable sale and
repurchase dates.
(h) Section 7.06(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(b) Global may make any Restricted Payments to UCAR (A) in
respect of overhead, tax liabilities, legal, accounting and other
professional fees and expenses and any fees and expenses associated with
registration statements filed with the Securities and Exchange Commission
and ongoing public reporting requirements, in each case to the extent
actually incurred by UCAR in connection with the business of maintaining
its status as a public company or its ownership of the Capital Stock of
Global, the Borrower and the Unrestricted Subsidiaries and (B) to
distribute an intercompany note evidencing a loan Global made to UCAR in
aggregate principal amount of $382,588,032.18 plus accumulated interest
thereon;
(i) Section 7.11 of the Credit Agreement is hereby amended by
inserting the following proviso immediately following the table at the end of
such Section:
; provided however, that for purposes of calculating the Interest Coverage
Ratio to determine compliance with this Section for any four fiscal
quarter period ending before July 1, 2001, (A) to the extent that any
amount of the Amendment Fee is deducted from the consolidated net income
of UCAR, Global, the Borrower and the Subsidiaries and is not added back
in by the definition of EBITDA, such amount shall be added back in to
EBITDA and (B) Cash Interest Expense shall not include any amounts
attributable to the Amendment Fee.
(j) Section 7.12 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
SECTION 7.12. Leverage Ratio. Permit the ratio (the "Leverage
Ratio") of (a) Net Debt as of the last day of any fiscal quarter, which
last day occurs in any period set forth below, to (b) EBITDA for the
four quarter period ended as of such day to be in excess of the ratio
set forth below for such period:
-------------------------------------------------------------------
From and Including: To and Including: Ratio:
-------------------------------------------------------------------
Effective Date September 30, 2000 4.25 : 1.00
-------------------------------------------------------------------
October 1, 2000 June 30, 2001 4.50 : 1.00
-------------------------------------------------------------------
July 1, 2001 September 30, 2001 4.00 : 1.00
-------------------------------------------------------------------
October 1, 2001 September 30, 2002 4.00 : 1.00
-------------------------------------------------------------------
-------------------------------------------------------------------
From and Including: To and Including: Ratio:
-------------------------------------------------------------------
October 1, 2002 September 30, 2003 3.75 : 1.00
-------------------------------------------------------------------
October 1, 2003 September 30, 2004 3.75 : 1.00
-------------------------------------------------------------------
October 1, 2004 September 30, 2005 3.50 : 1.00
-------------------------------------------------------------------
October 1, 2005 September 30, 2006 3.50 : 1.00
-------------------------------------------------------------------
October 1, 2006 September 30, 2007 3.50 : 1.00
-------------------------------------------------------------------
October 1, 0000 Xxxxxxx X Maturity Date 3.50 : 1.00
-------------------------------------------------------------------
; provided however, that for purposes of calculating the Leverage Ratio to
determine compliance with this Section on any date prior to July 1, 2001,
(A) Net Debt shall not include Indebtedness incurred to finance the
payment of the Amendment Fee and (B) to the extent that any amount of the
Amendment Fee is deducted from the consolidated net income of UCAR,
Global, the Borrower and the Subsidiaries and is not added back in by the
definition of EBITDA, such amount shall be added back in to EBITDA.
SECTION 2. Conversion of Tranche A Loans. The Borrower shall have a
one-time option to convert all or a portion of the Tranche A Term Loans
denominated in Dollars outstanding on the Amendment Effective Date into Tranche
A Term Loans denominated in Euros upon the last day of the Interest Period
applicable to the Tranche A Term Loans as of the Amendment Effective Date. To
exercise such option, the Borrower shall so notify the Administrative Agent not
later than 12:00 noon, New York time, four Business Days before the last day of
the Interest Period applicable to the Tranche A Term Loans, specifying the
aggregate principal amount of all Tranche A Term Loans denominated in Dollars to
be converted into Tranche A Term Loans denominated in Euros. The principal
amount of each Tranche A Term Loan so converted shall be determined based upon
the Exchange Rate in effect on the date that is four Business Days before the
last day of the Interest Period applicable to such Tranche A Term Loan. The
Borrower shall have no further option to convert Tranche A Term Loans between
Dollars and Euros after it has exercised the option to convert Tranche A Term
Loans pursuant to this Section 2 or if it fails to notify the Administrative
Agent of its election to exercise its option pursuant to this Section 2 by the
date and time specified above.
SECTION 3. Representations and Warranties. Each of UCAR, Global and
the Borrower represents and warrants to each Lender party hereto that, after
giving effect to this Amendment, (a) the representations and warranties set
forth in Article IV of the Credit Agreement are true and correct in all material
respects on and as of the date hereof, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects as
of the earlier date), and (b) no Default or Event of Default has occurred and is
continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as
of the first date (the "Amendment Effective Date") that the following condition
is satisfied: the Administrative Agent or its counsel shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower, UCAR, Global and the Required Lenders. Notwithstanding the
foregoing, Section 2 of this Amendment shall not become effective unless the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of Tranche A Term Lenders having
Tranche A Term Loans representing at least 51% of the sum of all Tranche A Term
Loans outstanding on the Amendment Effective Date.
SECTION 5. Amendment Fee. The Borrower agrees to pay to each Lender
that executes and delivers a copy of this Amendment to the Administrative Agent
(or its counsel) on or prior to October 11, 2000 an amendment fee (the
"Amendment Fee") in an amount equal to 0.25% of such Lender's Revolving
Commitment (whether used or unused) and outstanding Term Loans , in each case as
of the Amendment Effective Date; PROVIDED that the Borrower shall have no
liability for any such amendment fee if this Amendment does not become
effective. Such amendment fee shall be payable (i) on the Amendment Effective
Date, to each Lender entitled to receive such fee as of the Amendment Effective
Date and (ii) in the case of any Lender that becomes entitled to such fee after
the Amendment Effective Date, within two Business Days after such Lender becomes
entitled to such fee.
SECTION 6. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Issuing Bank, the Collateral Agent or the Administrative Agent,
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different
circumstances.
SECTION 7. Counterparts. 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
-8-
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
UCAR INTERNATIONAL INC.,
by
/S/XXXXX X. FALLS
-----------------------------
Name: Xxxxx X. Falls
Title: Treasurer
UCAR GLOBAL ENTERPRISES INC.,
by
/S/XXXXX X. FALLS
-----------------------------
Name: Xxxxx X. Falls
Title: Treasurer
UCAR FINANCE INC.,
by
/S/XXXXX X. FALLS
-----------------------------
Name: Xxxxx X. Falls
Title: Treasurer
XXXXXX GUARANTEE TRUST COMPANY OF NEW YORK,
as a Lender, as Administrative Agent,
Collateral Agent and Issuing Bank,
by
/S/XXXXXXX XXXXXXXX
-------------------------------
Name: Xxxxxxx XxXxxxxx
Title: Vice President
ABN AMRO BANK N.V.,
by /S/ XXXXX X. XXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
by
/S/ XXXXXX XXXXX
-------------------------------
Name: Xxxxxx Xxxxx
Title: Group Vice President
BANKERS TRUST COMPANY,
by
/S/ XXXXXXX X. XXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.,
by /S/ XXXXXX X. XXXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NEW YORK,
by /S/ XXXXXX X. XXXXX
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
by /S/ XXXX X. XXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Unit Head
BANK POLSKA KASA OPIEKI S.A., NEW YORK
BRANCH,
by
/S/ HUSSEIN B. EL-XXXXX
-------------------------------
Name: Hussein B. El-Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
by
/S/ XXXXX X. XXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
CREDIT INDUSTRIEL ET COMMERCIAL,
by
/S/ XXXXX XXXXXX
-------------------------------
Name: Xxxxx Xxxxxx
Title: Manager
by
/S/ XXXXX XXXXXXXXX
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Manager
CREDIT LYONNAIS NEW YORK BRANCH,
by
/S/ XXXXXX XXX
-------------------------------
Name: Xxxxxx Xxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON,
by
/S/ XXXX XXXXXXXXX
-------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
by
/S/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK,
by
/S/ XXXXXX X. XXXXX
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
FUJI BANK, LTD.,
by
/S/ XXXXXXX XXXXX
-------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President & Senior Team
Leader
THE INDUSTRIAL BANK OF JAPAN, LTD.,
by
/S/ XXXX XXXXX
-------------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
NATEXIS BANQUES POPULAIRES,
by
/S/ XXXX XXXXX
Name: Xxxx Xxxxx
Title: Vice President
by
/S/ XXXXXX XXXXXX
-------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
PNC BANK NATIONAL ASSOCIATION,
by
/S/ XXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxx X. XxXxxxxx, Xx.
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.,
by
/S/ XXXXX X. XXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
CIBC WORLD MARKETS PLC,
by
/S/ XXXX XXXXXXXX
-------------------------------
Name: Xxxx XxXxxxxx
Title: Director
NORTHWOODS CAPITAL II, LIMITED,
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral
Manager,
by
/S/ XXXX X. XXXXXX
-------------------------------
Name: Xxxx X. Xxxxxx
Title:
TRITON CDO IV, LIMITED,
By: INVESCO Senior Secured Management, Inc.,
as Investment Advisor,
by
/S/ XXXXXXX XXXXXXXX
-------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
AVALON CAPITAL LTD.,
By: INVESCO Senior Secured Management, Inc.,
as Portfolio Advisor,
by
/S/ XXXXXXX XXXXXXXX
-------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
ARCHIMEDES FUNDING II, LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager
by
/S/ XXXXXXXX XXXXX
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
ARCHIMEDES FUNDING III, LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager
by
/S/ XXXXXXXX XXXXX
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
SEQUILS-ING I (HBDGM), LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager
by
/S/ XXXXXXXX XXXXX
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
SWISS LIFE US RAINBOW LIMITED,
By: ING Capital Advisors LLC,
as Investment Manager
by
/S/ XXXXXXXX XXXXX
-------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION,
by
/S/ XXXXXXX XXXX
-------------------------------
Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
KZH CYPRESSTREE LLC,
by
/S/ XXXXXXXX XXXX
-------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH ING I LLC,
by
/S/ XXXXXXXX XXXX
-------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH ING 2 LLC,
by
/S/ XXXXXXXX XXXX
-------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH ING 3 LLC,
by
/S/ XXXXXXXX XXXX
-------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH LANGDALE LLC,
by
/S/ XXXXXXXX XXXX
-------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH RIVERSIDE LLC,
by
/S/ XXXXXXXX XXXX
-------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH SOLEIL 2 LLC,
by
/S/ XXXXXXXX XXXX
-------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
ARES III CLO LTD.,
By: ARES CLO Management LLC
Investment Manager,
by
/S/ XXXX X. XXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
CITIBANK N.A. as Additional Investment
Manager for and on behalf of FIVE
FINANCE CORPORATION,
by
/S/ XXXXXX XXXXX
-------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
by
/S/ XXXXXX XXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
ALLSTATE LIFE INSURANCE COMPANY,
by
/S/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatories
by
/S/ XXXXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
By: Xxxxx X. Xxxxxx & Company Inc. as
Investment Adviser,
by
/S/ XXXX XXX XXXXXXXX
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED,
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as Investment
Manager,
by
/S/ XXXX XXX XXXXXXXX
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
SIMSBURY CLO, LIMITED,
By: Xxxxx X. Xxxxxx & Company Inc. under
delegated authority from Massachusetts Mutual
Life Insurance Company as Collateral Manager,
by
/S/ XXXX XXX XXXXXXXX
-------------------------------
Name: Xxxx Xxx XxXxxxxx
Title: Managing Director
AMMC CDO I, LIMITED,
By: American Money Management Corp. as
Collateral Manager
by
/S/ XXXXX X. XXXXX
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
CARLYLE HIGH YIELD PARTNERS II, LTD.,
by
/S/ XXXXX X. XXXX
-------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.,
By: Indosuez Capital as Portfolio Advisor,
by
/S/ XXX X. XXXXX
-------------------------------
Name: Xxx X. Xxxxx
Title: Managing Director
BHF (USA) CAPITAL CORPORATION,
by
/S/ X. XXXXXXX
-------------------------------
Name: X. Xxxxxxx
Title: Associate
by
/S/ X. XXXXXXXXX
-------------------------------
Name: X. Xxxxxxxxx
Title: Vice President
GALAXY CLO 1999-1, LTD.,
By: SAI Investment Adviser, Inc. it's
Collateral Manager,
by
/S/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Agent
ATHENA CDO, LIMITED,
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/S/ XXXXX X. XXXXXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President
CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment Management
Company LLC,
by
/S/ XXXXX XXXX
-------------------------------
Name: Xxxxx Xxxx
Title: Director
DELANO COMPANY,
By: Pacific Investment Management
Company LLC, as its Investment Advisor,
by
/S/ XXXXX X. XXXXXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior 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/ SVERKER JOHANSSON
-------------------------------
Name: Sverker Johansson
Title: Vice President
MUZINICH CASHFLOW CBO, LIMITED,
by
/S/ XXXXXX XXXXXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Attorney-In-Fact
MOUNTAIN CAPITAL CLO II LTD.,
by
/S/ XXXXXX X. XXXXX
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
Sankaty Advisors, Inc. as Collateral Manager
for XXXXX POINT CBO 1999-1, LTD., as
Term Lender,
by
/S/ XXXXX X. XXXXX
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President, Porfolio
Manager
SANKATY HIGH YIELD PARTNERS II, L.P.,
by
/S/ XXXXX X. XXXXX
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President, Porfolio
Manager
Sankaty Advisors, Inc. as Collateral Manager
for GREAT POINT CLO 1999-1, LTD., as
Term Lender,
by
/S/ XXXXX X. XXXXX
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President, Porfolio
Manager
XXXXXX MASTER INTERMEDIATE INCOME TRUST,
by
/S/ XXXX X. XXXXXX
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX PREMIER INCOME TRUST,
by
/S/ XXXX X. XXXXXX
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX VARIABLE TRUST-PVT DIVERSIFIED
INCOME FUND,
by
/S/ XXXX X. XXXXXX
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX MASTER INCOME TRUST,
by
/S/ XXXX X. XXXXXX
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
OCTAGON INVESTMENT PARTNERS II, LLC,
By: Octagon Credit Investors, LLC as
sub-investment manager,
by
/S/ XXXXXXX X. XXXXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LTD.,
By: Octagon Credit Investors, LLC as
Portfolio Manager,
by
/S/ XXXXXXX X. XXXXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
ELT LTD.
by
/S/ XXX X. XXXXXX
-------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
GLENEAGLES TRADING LLC,
by
/S/ XXX X. XXXXXX
-------------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
WINGED FOOT FUNDING TRUST,
by
/S/ XXX X. XXXXXX
-------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
PPM SPYGLASS FUNDING TRUST,
by
/S/ XXX X. XXXXXX
-------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
OLYMPIC FUNDING TRUST, SERIES 1999-1,
by
/S/ XXX X. XXXXXX
-------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
SAWGRASS TRADING LLC,
by
/S/ XXX X. XXXXXX
-------------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
KATONAH I, LTD.,
by
/S/ XXXX X. XXXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Treasurer, Katonah Capital LLC as
Manager
by: PPM America, Inc., as Attorney-in-fact,on
behalf of XXXXXXX NATIONAL LIFE INSURANCE
COMPANY,
by
/S/ XXXXXXX X. XXXXXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
HARCH CLO I LTD.,
by
/S/ XXXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
ELF FUNDING TRUST I,
By: Highland Capital Management, L.P. as
Collateral Manager,
by
/S/ XXXXX XXXXXXX, CFA, CPA
-------------------------------
Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
SENIOR DEBT PORTFOLIO,
By: Boston Management and Research as
Investment Advisor,
by
/S/ XXXXX X. PAGE
-------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST,
By: Xxxxx Xxxxx Management as Investment
Advisor,
by
/S/ PAYSON X. XXXXXXXXX
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND,
By: Xxxxx Xxxxx Management as Investment
Advisor,
by
/S/ XXXXX X. PAGE
-------------------------------
Name: Xxxxx X. Page
Title: Vice President
OXFORD STRATEGIC INCOME FUND,
By: Xxxxx Xxxxx Management as Investment
Advisor,
by
/S/ XXXXX X. PAGE
-------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX CDO III, LTD.,
By: Xxxxx Xxxxx Management as Investment
Advisor,
by
/S/ XXXXX X. PAGE
-------------------------------
Name: Xxxxx X. Page
Title: Vice President
MELLON FINANCIAL SERVICES,
by
/S/ XXXXXX X. XXXXXXXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: AVP
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
by
/S/ X. XXXX
-------------------------------
Name: X. Xxxx
Title: Deputy Manager
by
/S/ XXX HEAD
-------------------------------
Name: Xxx Head
Title: Deputy Manager
XXXXXX FLOATING RATE FUND,
by
/S/ XXXXX X. XXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
LIBERTY-XXXXX XXX ADVISOR FLOATING RATE
ADVANTAGE FUND
By: Xxxxx Xxx & Xxxxxxx Incorporated, as
Advisor,
by
/S/ XXXXX X. XXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
XXXXX XXX & FARNHAM CLO I LTD.,
By: Xxxxx Xxx & Xxxxxxx Incorporated, as
Portfolio Manager,
by
/S/ XXXXX X. XXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY,
by
/S/ XXXXX X. XXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President
Xxxxx Xxx & Xxxxxxx Incorporated, as
Advisor to the Xxxxx Xxx Floating Rate
Limited Liability Company
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager,
by
/S/ XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
XXXXXXXXX CLO LTD.
By: Xxxxxxxxx Capital Partners LLC as its
Collateral Manager,
by
/S/ XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Partner
COLUMBUS LOAN FUNDING LTD.,
by
/S/ JORDAN X. XXXXXXX
-------------------------------
Name: Jordan X. Xxxxxxx
Title: Vice President
THE TRAVELERS INSURANCE COMPANY,
by
/S/ JORDAN X. XXXXXXX
-------------------------------
Name: Jordan X. Xxxxxxx
Title: Vice President
TRAVELERS CORPORATE LOAN FUND INC.,
by
/S/ JORDAN X. XXXXXXX
-------------------------------
Name: Jordan X. Xxxxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT INC.,
as Collateral Manager,
by
/S/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR FLOATING RATE FUND,
By: Xxx Xxxxxx Investment Advisory Corp.
by
/S/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory Corp.
by
/S/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST,
By: Xxx Xxxxxx Investment Advisory Corp.
by
/S/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
