EX-10.3 9 a2154536zex-10_3.htm EXHIBIT 10.3

Exhibit 10.3

 

 

Execution Copy

 

FIRST AMENDMENT

 

FIRST AMENDMENT, dated as of July 30, 2004 (this “Amendment”), to the Credit Agreement, dated as of May 13, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), POLYPORE, INC. (f/k/a PP Acquisition Corporation), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, LEHMAN COMMERCIAL PAPER INC. and UBS SECURITIES LLC, as co-documentation agents, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms.  Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

PART I

SECTION 2. Amendment to Section 1.1 [Defined Terms].  (a)  Section 1.1 of the Credit Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical order:

IPO” shall mean the initial public offering of the shares of common stock of the Parent.

Moody’s” shall mean Moody’s Investors Service, Inc.

S&P” shall mean Standard & Poor’s Ratings Service.

SunTrust Lease” shall mean the Equipment Lease Agreement dated July 29th, 2003 between SunTrust Leasing Corp., its successors and assigns, and Celgard, Inc.

(b)  The “Capital Expenditures” definition is hereby amended by deleting the last sentence therein and substituting in lieu thereof the following sentence:

“Except for purposes of computing Excess Cash Flow, any buyout payments of (x) the Exide Lease not in excess of $10,000,000 in the aggregate and (y) the SunTrust Lease not in excess of $12,000,000 in the aggregate shall be deemed not to constitute a Capital Expenditure.”

 



 

(c)  The “Consolidated EBITDA” definition is hereby amended by deleting clause (iv) thereof in its entirety and substituting in lieu thereof the following:

“(iv) any non-recurring fees, cash charges and other cash expenses made or incurred in connection with (A) the Transactions (to the extent paid or otherwise accounted for within 180 days of the consummation of the Transactions), (B) the IPO, (C) current and future permitted financing transactions, (D) permitted retirements, purchases and redemptions of the Senior Subordinated Notes (including, without limitation, premiums paid and costs incurred in connection therewith) or (E) the First Amendment to this Agreement”

The “Consolidated EBITDA” definition is hereby further amended by (i) deleting the term “and” at the end of clause (xi) therein and replacing such term with a “,” and (ii) inserting the following language at the end of clause (xii) therein immediately prior to the word “minus”:

“, (xiii) all operating lease payments not in excess of $3,000,000 associated with the SunTrust Lease during such period and (xiv) one-time charges in connection with cleanup costs in the Borrower’s or its Subsidiaries’ Potenza, Italy facility incurred on or before December 30, 2006 and one-time restructuring costs in connection with the Membrana facility incurred on or before December 30, 2006 (including, without limitation, in connection with severance and similar costs, facility closure costs and equipment relocation costs), in each case incurred during such period and in an aggregate amount with respect to this clause (xiv) not to exceed $20,000,000 during any period of four consecutive fiscal quarters ending on or before December 30, 2006”

(d)  The “Excess Cash Flow” definition is hereby amended by deleting clause (A) of the last sentence thereof and substituting in lieu thereof the following:

“(A) items (iv), (v), (vi), (xiv) and, so long as no Indebtedness is incurred by Holdings, the Borrower or any Subsidiary in connection with the buyout of the Exide Lease and the SunTrust Lease, respectively, items (xii) and (xiii) of clause (a) of the definition of Consolidated EBITDA to the extent such items are paid in cash during such fiscal year,”

(e)  The “Parent” definition is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:

Parent” shall mean Polypore International, Inc. or any other direct or indirect parent of Holdings.

(f)  The “Pro Forma Basis” definition is hereby amended by (i) deleting the phrase “Exide Lease buyout” set forth in the first sentence thereof and substituting in lieu thereof the phrase “buyouts of the Exide Lease and the SunTrust Lease” and (ii) deleting the phrase “buyout of the Exide Lease” set forth in the proviso therein and substituting in lieu thereof the phrase “buyouts of the Exide Lease and the SunTrust Lease”.

SECTION 3. Amendment to Section 1.3 [Pro Forma Calculations].  Section 1.3 of the Credit Agreement is hereby amended by inserting the language “or the SunTrust Lease” immediately following the phrase “Exide Lease” contained therein.

SECTION 4. Amendment to Section 6.1 [Indebtedness].  Section 6.1 of the Credit Agreement is hereby amended by revising subsection (g) thereof to delete the words “$400,000,000 at

 

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any time outstanding” set forth in clause (i) therein and substituting in lieu thereof the words “$405,915,000 net of any redemptions, repurchases or other repayments made in respect thereof”.

SECTION 5. Amendment to Section 6.9 [Other Indebtedness; Material Agreements].  Section 6.9(b) of the Credit Agreement is hereby amended by replacing the parenthetical proviso contained in clause (i) thereof with the following:

“(provided, however, that the foregoing shall not prohibit any refinancings of Indebtedness in accordance with Section 6.1(l) or the conversion of any such Indebtedness into equity securities; and provided, further, that, notwithstanding the foregoing, Holdings, the Borrower and each of their Material Subsidiaries shall be permitted to make any of the payments referred to in clause (i) above (or offer to make such payments) (A) with the net cash proceeds of the IPO (to the extent Parent directly or indirectly contributes such proceeds to the Borrower) or (B) with the net cash proceeds of subsequent equity offerings by the Parent (to the extent Parent directly or indirectly contributes such proceeds to the Borrower) so long as, in the case of this clause (B), at such time, (x) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such payment and (y) the Leverage Ratio is less than or equal to 3.25 to 1.0 after giving effect to such payment)”

PART II

SECTION 6. Amendment to Section 6.1 [Indebtedness].  Section 6.1 of the Credit Agreement is hereby amended by revising subsection (s) thereof to delete the dollar amount “$50,000,000” contained therein and substituting in lieu thereof the dollar amount “$75,000,000”.

SECTION 7. Amendments to Section 6.4 [Investments, Loans and Advances].  (a)  Section 6.4 of the Credit Agreement is hereby amended by revising subsection (a) thereof to delete the dollar amount “$25,000,000” contained therein and substituting in lieu thereof the dollar amount “$50,000,000”.

(b)  Section 6.4 of the Credit Agreement is hereby further amended by revising subsection (c) thereof by deleting clause (iii) thereof in its entirety and substituting in lieu thereof the following:

“(iii) the aggregate amount of loans and advances (net of repayments) made to Holdings shall not exceed (x) $5,000,000 during any fiscal year of the Borrower or (y) $25,000,000 during the term of this Agreement; provided, that the amount of any loans and advances that can be made during any fiscal year pursuant to clause (iii) above shall be increased by the amount of unused permitted loans and advances for any preceding fiscal year so long as the aggregate amount of such loans and advances does not exceed $25,000,000 at any time during the term of this Agreement”

(c)  Section 6.4 of the Credit Agreement is hereby further amended by (x) deleting the word “and” at the end of clause (k) contained therein, (y) renaming clause (m) as clause (n) and (z) inserting the new clause (m) set forth below in appropriate alphabetical order:

“(m)        the Borrower and Holdings may make loans and advances to Holdings and/or Parent (x) the proceeds of which shall be applied by Holdings and/or Parent to pay out of pocket general corporate and overhead expenses incurred by Holdings and/or Parent not to exceed (together with the total amount of Restricted Payments made for such purpose under Section 6.6(a)(iv)) $5,000,000 during any fiscal year of the Borrower and (y) in the form of Tax

 

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 Payments, to the extent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such loans and advances (together with dividends made pursuant to Section 6.6(a)(iv)) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (B) all loans and advances made to Holdings and/or Parent pursuant to this clause (m) are used by Holdings and/or Parent for the purposes specified herein within 20 days of the receipt thereof and (C) in the case of any loan or advance made to Holdings pursuant to this clause (m), Holdings owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Borrower at the time of such Investment; and”

SECTION 8. Amendments to Section 6.6 [Restricted Payments; Restrictive Agreements].  (a)  Section 6.6 of the Credit Agreement is hereby amended by revising clause (a)(iv) thereof to insert the words “(together with the aggregate amount of loans and advances made pursuant to Section 6.4(m))” both immediately prior to the amount “$5,000,000” set forth in clause (x) therein and immediately following the word “dividends” set forth in clause (A) of the proviso therein.

(b)  Section 6.6 of the Credit Agreement is hereby further amended by revising clause (a)(v) thereof to insert (i) after the words “100% of Cumulative Excess Cash Flow that is Not Otherwise Applied”, the words “minus the aggregate amount of Restricted Payments made pursuant to Section 6.6(a)(viii)” and (ii) at the end thereof the following proviso:

provided, that no Restricted Payments shall be made under this clause (v) for the purpose of enabling Parent to make dividend payments on its common stock until on or after July 30, 2006; and, provided, further, that, notwithstanding anything herein to the contrary, on or after July 30, 2006, Restricted Payments may be made under this clause (v) for the purpose of enabling Parent to make dividend payments on its common stock regardless of whether the above Leverage Ratio test has been met;”

(c)  Section 6.6 of the Credit Agreement is hereby further amended by (i) deleting the term “and” set forth at the end of clause (a)(vi) thereof, (ii) deleting the “.” at the end of clause (vii) thereof and substituting in lieu thereof the following language “; and” and (iii) inserting the following clause (viii) immediately after clause (a)(vii):

“(viii) Holdings, the Borrower and its Subsidiaries may make additional Restricted Payments for the sole purpose of enabling Parent to pay dividends on its common stock not to exceed (x) $10,000,000 during the period from July 30, 2004 through July 29, 2005 and (y) $10,000,000 during the period from July 30, 2005, through July 29, 2006.”

PART III

SECTION 9. Amendment to Section 1.1 [Defined Terms].  (a)  The “Applicable Percentage” definition is hereby amended by deleting the two left columns of the table set forth therein in their entirety (the columns located under the headings “Eurodollar Spread-Term Loans” and “ABR Spread-Term Loans”) and substituting in lieu thereof the following two columns:

 

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Eurodollar Spread—

Term Loans

 

ABR Spread—
Term Loans

2.25%

 

1.25%

(b)  The “Applicable Percentage” definition is hereby further amended by inserting the following language at the end thereof

The Applicable Percentage for Eurodollar Spread-Term Loans shall be reduced to 2.00%, and the Applicable Percentage for ABR Spread-Term Loans shall be reduced to 1.00% upon (and for so long as) (x) the Leverage Ratio being less than 4.0 to 1.0 or (y) the senior secured credit rating of the Borrower being rated at least “Ba3” by Moody’s and “BB-” by S&P, each with a stable outlook or better.  Each change in the Applicable Percentage resulting from a change in the Leverage Ratio or a change in the senior secured credit rating of the Borrower shall be effective with respect to all Term Loans outstanding on and after (the “Term Loan Adjustment Date”) (i) with respect to changes in the Leverage Ratio, the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.4(a) or (b) and Section 5.4(c), respectively, indicating such change and (ii) with respect to changes in the senior secured credit rating of the Borrower, the first Business Day following the date on which Moody’s or S&P, respectively, announces such change in ratings, and until the next Term Loan Adjustment Date.

SECTION 10. Conditions to Effectiveness of Amendment.  (a) The amendments set forth in Part I of this Amendment (other than the amendments solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “First Effective Date”):

(i)            The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (A) Holdings, (B) the Borrower and (C) the Required Lenders;

(ii)           The Borrower shall have paid all fees and expenses of the Administrative Agent, including the reasonable fees and expenses of counsel to the Administrative Agent;

(iii)          After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing; and

(iv)          The Administrative Agent shall have received such fees as separately agreed between the Administrative Agent (or any of its Affiliates) and the Borrower.

(b)  The amendments set forth in Part II of this Amendment (together with the amendments set forth in Part I solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Second Effective Date”):

(i)            The conditions set forth in Section 10(a) above shall have been satisfied; and

(ii)           (A)  The IPO shall have been consummated on or before September 30, 2004, and (B) the Borrower shall have purchased, retired or redeemed (or made arrangements

 

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satisfactory to the Administrative Agent to do so; it being understood that open market purchases, a cash tender offer pursuant to documents provided to the Administrative Agent on or before the Second Effective Date and arrangements for redemptions pursuant to the Senior Subordinated Note Indenture are all satisfactory to the Administrative Agent) the Loans or the Senior Subordinated Notes in an aggregate principal amount not less than $75,000,000.

(c)  The amendment set forth in Part III of this Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Third Effective Date”):

(i)            The conditions set forth in Section 10(a) above shall have been satisfied; and

(ii)           The Administrative Agent (or its counsel) shall have received (after giving effect to any assignments entered into pursuant to Section 2.20) a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of the Lenders with Term Loan Commitments.

(d)  The Administrative Agent shall notify the Borrower and each Lender (via IntraLinks or such other means reasonably determined by the Administrative Agent) of the occurrence of the First Effective Date, the Second Effective Date and the Third Effective Date.

SECTION 11. Representations and Warranties.  Each of the representations and warranties made by each of Holdings and the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided, that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment.

SECTION 12. Effect on the Loan Documents.  (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)           The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 13. Expenses.  Holdings and the Borrower agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

SECTION 14. Affirmation of Guaranty and Credit Agreement.  The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Credit Agreement and the documents related thereto to which they are a party are and shall remain in full force and effect after giving effect to the foregoing Amendment.

SECTION 15. GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

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SECTION 16. Execution in Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

[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 proper and duly authorized officers as of the day and year first above written.

 

PP HOLDING CORPORATION

 

 

 

 

 

By:

/s/ Lynn Amos

 

Name: Lynn Amos

 

 

Title: Chief Financial Officer, Treasurer and Secretary

 

 

 

 

 

 

 

 

POLYPORE, INC., as a Borrower

 

 

 

 

By:

/s/ Lynn Amos

 

Name: Lynn Amos

 

Title: Chief Financial Officer, Treasurer and Secretary

 

 

 

JP MORGAN CHASE BANK, as Administrative Agent

and a Lender

 

 

 

By:

/s/ Thomas H. Kozlark

 

Name: Thomas H. Kozlark

 

Title:Vice President

 

 

 

BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent and a Lender

 

 

 

 

By:

/s/ Victor Bulzacchelli

 

Name: Victor Bulzacchelli

 

Title: Vice President

 

 

 

GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent and a Lender

 

 

 

 

By:

/s/ Vish Sathappan

 

Name: Vish Sathappan

 

Title: Vice President

 

 

 

LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agent and a Lender

 

 

 

 

By:

/s/ Francis Chang

 

Name: Francis Chang

 

Title: Authorized Signatory

 

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ING CAPITAL LLC

 

 

 

 

By:

/s/ David Scott Orner

 

Name: Gavin D. Young

 

Title: Vice President

 

 

 

NATIONAL CITY BANK

 

 

 

 

By:

/s/ Gavin D. Young

 

Name:  Gavin D. Young

 

Title:  Assistant Vice President

 

 

 

LEHMAN COMMERCIAL PAPER, INC.

 

 

 

 

By:

/s/ Francis Chang

 

Name: Francis Chang

 

Title: Authorized Signatory

 

 

 

BANK OF TOKYO¾MITSUBISHI TRUST COMPANY

 

 

 

 

By:

/s/ Eric J. Planey

 

Name: Eric J. Planey

 

Title: Assistant Vice President

 

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ARCHIMEDES FUNDING III, LTD.

 

BY: ING Capital Advisors LLC, as Collateral Manager

 

 

 

 

By:

/s/ Gordon R. Cook

 

Name:  Gordon R. Cook

 

Title:  Managing Director

 

 

 

ARCHIMEDES FUNDING IV (CAYMAN), LTD.

 

BY: ING Capital Advisors LLC, as Collateral Manager

 

 

 

 

By:

/s/ Gordon R. Cook

 

Name: Gordon R. Cook

 

Title: Managing Director

 

 

 

NEMEAN CLO, LTD.

 

BY: ING Capital Advisors LLC, as Investment Manager

 

 

 

 

By:

/s/ Gordon R. Cook

 

Name: Gordon R. Cook

 

Title: Managing Director

 

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ENDURANCE CLO I, LTD

 

c/o: ING Capital Advisors LLC, as Portfolio Manager

 

 

 

 

By:

/s/ Gordon R. Cook

 

Name: Gordon R. Cook

 

Title: Managing Director

 

 

 

ING-ORYX CLO, LTD

 

BY: ING Capital Advisors LLC, as Collateral Manager

 

 

 

 

By:

/s/ Gordon R. Cook

 

Name: Gordon R. Cook

 

Title: Managing Director

 

 

 

WESTERN ASSET FLOATING RATE HIGH INCOME FUND

 

 

 

 

By:

/s/ WESTERN ASSET FLOATING RATE HIGH INCOME FUND

 

 

 

ING CAPITAL MANAGEMENT LTD, acting as Investment Advisor for ____

 

 

 

 

By:

/s/ DJ Wilson

 

Name: DJ Wilson

 

Title:  Managing Director

 

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CLARENVILLE CEDO, SA

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

INTERCONTINENTAL CDO S.A.

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

INVESCO EUROPEAN CO I S.A.

 

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

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

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PETRUSSE EUROPEAN CLO S.A.

 

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

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

 

 

RMF EURO CDO S.A.

 

 

 

 

By:

/s/ Nick Martin

 

Name: Nick Martin

 

Title: Director

 

 

 

RMF EURO CDO II S.A.

 

 

 

 

By:

/s/ Nick Martin

 

Name: Nick Martin

 

Title: Director

 

 

 

JUPITER LOAN FUNDING LLC

 

 

 

 

By:

/s/ Meredith J. Koslick

 

Name: Meredith J. Koslick

 

Title: Assistant Vice President

 

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WINGED FOOT FUNDING TRUST

 

 

 

 

By:

/s/ Diana M. Himes

 

Name: Diana M. Himes

 

Title: Authorized Agent

 

 

 

LANDMARK IV CDO LIMITED

 

By: Aladdin Capital Management LLC, As Manager

 

 

 

 

By:

/s/ Joseph Moroney

 

Name: Joseph Moroney

 

Title: Director

 

 

 

PACIFIC CDO III, LTD

 

By: Lacontra Inc. as its Investment Manager

 

 

 

 

By:

/s/ PACIFIC CDO III, LTD

 

 

 

AIMCO CDO SERIES 2000-A

 

 

 

 

By:

/s/ AIMCO COO SERIES 2000-A

 

14



 

 

ALLSTATE LIFE INSURANCE COMPANY

 

 

 

 

By:

/s/ ALLSTATE LIFE INSURANCE COMPANY

 

 

 

AMERICAN EXPRESS CERTIFICATE COMPANY

 

By: American Express Asset Management Group as Collateral Manager

 

 

 

 

By:

/s/ Yvonne E. Stevens

 

Name: Yvonne E. Stevens

 

Title: Senior Managing Director

 

 

 

CENTURION CDO II, LTD.

 

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

 

 

 

 

By:

/s/ Leanne Stavrakis

 

Name: Leanne Stavrakis

 

Title: Director - Operations

 

 

 

CENTURION CDO VI, LTD.

 

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

 

 

 

 

By:

/s/ Leanne Stavrakis

 

Name: Leanne Stavrakis

 

Title: Director - Operations

 

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CENTURION CDO VII, LTD.

 

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

 

 

 

 

By:

/s/ Leanne Stavrakis

 

Name: Leanne Stavrakis

 

Title: Director - Operations

 

 

 

IDS LIFE INSURANCE COMPANY

 

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

 

 

 

 

By:

/s/ Yvonne E. Stevens

 

Name: Yvonne E. Stevens

 

Title: Senior Managing Director

 

 

 

KZH CYPRESSTREE-1 LLC

 

 

 

 

By:

/s/ Dorian Herrera

 

Name: Dorian Herrera

 

Title: Authorized Agent

 

 

 

KZH STERLING LLC

 

 

 

 

By:

/s/ Dorian Herrera

 

Name: Dorian Herrera

 

Title: Authorized Agent

 

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SEQUILS-CENTURION V, LTD.

 

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

 

 

 

 

By:

/s/ Leanne Stavrakis

 

Name: Leanne Stavrakis

 

Title: Director - Operations

 

 

 

NAVIGATOR CDO 2003, LTD.

 

By: Antares Asset Management Inc., as Collateral Manager

 

 

 

 

By:

/s/ David Mahon

 

Name: David Mahon

 

Title: Vice President

 

 

 

BILL & MELINDA GATES FOUNDATION

 

By: Babson Capital Management LLC as Investment Adviser

 

 

 

 

By:

/s/ Glenn P. Duffy, CFA

 

Name: Glenn P. Duffy, CFA

 

Title: Managing Director

 

 

 

MAPLEWOOD (CAYMAN) LIMITED

 

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

 

 

 

 

By:

/s/ Glenn P. Duffy, CFA

 

Name: Glenn P, Duffy, CFA

 

Title: Managing Director

 

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

 

By: Babson Capital Management LLC as Investment Advisor

 

 

 

 

By:

/s/ Glenn P. Duffy, CFA

 

Name: Glenn P. Duffy, CFA

 

Title: Managing Director

 

 

 

SUFFIELD CLO, LIMITED

 

By: Babson Capital Management LLC as Collateral Manager

 

 

 

 

By:

/s/ Glenn P. Duffy, CFA

 

Name: Glenn P. Duffy, CFA

 

Title: Managing Director

 

 

 

SANKATY ADVISORS, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender

 

 

 

 

By:

/s/ Diane J. Exter

 

Name: Diane J. Exter

 

Title: Managing Director
          Portfolio Manager

 

 

 

SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender

 

 

 

 

By:

/s/ Diane J. Exter

 

Name: Diane J. Exter

 

Title: Managing Director
          Portfolio Manager

 

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SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender

 

 

 

 

By:

/s/ Diane J. Exter

 

Name: Diane J. Exter

 

Title: Managing Director
          Portfolio Manager

 

 

 

SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender

 

 

 

 

By:

/s/ Diane J. Exter

 

Name: Diane J. Exter

 

Title: Managing Director
          Portfolio Manager

 

 

 

HARBOUR TOWN FUNDING LLC

 

 

 

 

By:

/s/ Meredith J. Koslick

 

Name: Meredith J. Koslick

 

Title: Assistant Vice President

 

 

 

SANKATY ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender

 

 

 

 

By:

/s/ Diane J. Exter

 

Name: Diane J. Exter

 

Title: Managing Director
          Portfolio Manager

 

19



 

 

SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender

 

 

 

 

By:

/s/ Diane J. Exter

 

Name: Diane J. Exter

 

Title: Managing Director
          Portfolio Manager

 

 

 

SANKATY ADVISORS, LLC as Collateral Manager for Prospect Funding I, LLC as Term Lender

 

 

 

 

By:

/s/ Diane J. Exter

 

Name: Diane J. Exter

 

Title: Managing Director
          Portfolio Manager

 

 

 

PPM MONARCH BAY FUNDING LLC

 

 

 

 

By:

/s/ Meredith J. Koslick

 

Name: Meredith J. Koslick

 

Title: Assistant Vice President

 

 

 

BLACKROCK SENIOR INCOME SERIES MAGNETITE IV CLO, LIMITED MAGNETITE V CLO, LIMITED SENIOR LOAN PORTFOLIO

 

 

 

 

By:

/s/ Tom Colwell

 

Name: Tom Colwell

 

Title: Authorized Signatory

 

20



 

 

BEAR STEARNS LOAN TRUST

 

By: Bear Stearns Asset Management, Inc., as its attorney-in-fact

 

 

 

 

By:

/s/ Bear Stearns Asset Management, Inc.

 

 

 

BRAYMOOR & CO.

 

By: Bear Stearns Asset Management, Inc., as its attorney-in-fact

 

 

 

 

By:

/s/ Bear Stearns Asset Management, Inc.

 

 

 

GALLATIN FUNDING I LTD.

 

By: Bear Stearns Asset Management, Inc., as Collateral Manager

 

 

 

 

By:

/s/ Bear Stearns Asset Management, Inc.

 

 

 

GRAYSTON CLO 2001-01 LTD.

 

By: Bear Stearns Asset Management, Inc., as Collateral Manager

 

 

 

 

By:

/s/ Bear Stearns Asset Management, Inc.

 

21



 

 

GRAYSTON CLO II 2004-01 LTD.

 

By: Bear Stearns Asset Management, Inc., as Collateral Manager

 

 

 

 

By:

/s/ Bear Stearns Asset Management, Inc.

 

Name:

 

Title: Associate Director

 

 

 

CALLIDUS DEBT PARTNERS CLO FUND II, LTD.

 

By: Its Collateral Manager, Callidus Capital Management, LLC

 

 

 

 

By:

/s/ Mavis Taintor

 

Name: Mavis Taintor

 

Title: Managing Director

 

22



 

 

CITADEL CREDIT TRADING LTD.

 

By: Citadel Limited Partnership, its Portfolio Manager

 

By: GLB Partners, L.P., its General Partner

 

By: Citadel Investment Group, L.L.C., its General Partner

 

 

 

 

By:

/s/ James E. Bolin

 

Name: James E. Bolin

 

Title: Managing Director

 

 

 

CITADEL EQUITY FUND, LTD.

 

By: Citadel Limited Partnership, its Portfolio Manager

 

By: GLB Partners, L.P., its General Partner

 

By: Citadel Investment Group, L.L.C., its General Partner

 

 

 

 

By:

/s/ James E. Bolin

 

Name: James E. Bolin

 

Title: Managing Director

 

 

 

ECL FUNDING LLC

 

 

 

 

By:

/s/ Shawn Hendrickson

 

Name: Shawn Hendrickson

 

Title: Attorney-in-fact

 

23



 

 

COLUMBUS LOAN FUNDING LTD.

 

By: Travelers Asset Management International
Company LLC

 

 

 

 

By:

/s/ John O’Connell

 

Name: John O’Connell

 

Title: Vice President

 

 

 

CITIGROUP FINANCIAL PRODUCTS, INC.

 

By: Antares Asset Management Inc., as Agent

 

 

 

 

By:

/s/ David Mahon

 

Name: David Mahon

 

Title: Vice President

 

 

 

CSAM FUNDING I

 

 

 

 

By:

/s/ David H. Lerner

 

Name: David H. Lerner

 

Title: Authorized Signatory

 

 

 

CSAM FUNDING III

 

 

 

 

By:

/s/ David H. Lerner

 

Name: David H. Lerner

 

Title: Authorized Signatory

 

 

 

CSAM FUNDING IV

 

 

 

 

By:

/s/ David H. Lerner

 

Name: David H. Lerner

 

Title: Authorized Signatory

 

24



 

 

BRYN MAWR CLO, LTD.

 

By: Deerfield Capital Management LLC as its Collateral Manager

 

 

 

 

By:

/s/ Dan Hattori

 

Name: Dan Hattori

 

Title: Senior Vice President

 

 

 

FOREST CREEK CLO, LTD.

 

By: Deerfield Capital Management LLC as its Collateral Manager

 

 

 

 

By:

/s/ Dan Hattori

 

Name: Dan Hattori

 

Title: Senior Vice President

 

 

 

LONG GROVE CLO, LIMITED.

 

By: Deerfield Capital Management LLC as its Collateral Manager

 

 

 

 

By:

/s/ Dan Hattori

 

Name: Dan Hattori

 

Title: Senior Vice President

 

 

 

MUIRFIELD TRADING LLC

 

 

 

 

By:

/s/ Meredith J. Koslick

 

Name: Meredith J. Koslick

 

Title: Assistant Vice President

 

25



 

 

ROSEMONT CLO, LTD.

 

By: Deerfield Capital Management LLC as its Collateral Manager

 

 

 

 

By:

/s/ Dan Hattori

 

Name: Dan Hattori

 

Title: Senior Vice President

 

 

 

DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate

 

 

 

 

By:

/s/ John P. Thacker

 

Name: John P. Thacker

 

Title: Chief Credit Officer

 

26



 

 

DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate

 

 

 

 

By:

/s/ John P. Thacker

 

Name: John P. Thacker

 

Title: Chief Credit Officer

 

 

 

DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD., or an affiliate

 

 

 

 

By:

/s/ John P. Thacker

 

Name: John P. Thacker

 

Title: Chief Credit Officer

 

 

 

DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate

 

 

 

 

By:

/s/ John P. Thacker

 

Name: John P. Thacker

 

Title: Chief Credit Officer

 

 

 

BIG SKY III SENIOR LOAN TRUST

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

27



 

 

COSTANTINUS EATON VANCE CDO V, LTD.

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

EATON VANCE CDO III, LTD.

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

EATON VANCE CDO VI LTD.

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

28



 

 

EATON VANCE LIMITED DURATION INCOME FUND

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

EATON VANCE SENIOR FLOATING-RATE TRUST

 

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

 

 

By:

/s/ Payson F. Swaffield

 

 

Name: Payson F. Swaffield

 

 

Title: Vice President

 

 

 

 

EATON VANCE SENIOR INCOME TRUST

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

29



 

 

EATON VANCE VT FLOATING-RATE INCOME FUND

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

GRAYSON & CO.

 

By: Boston Management and Research as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

OXFORD STRATEGIC INCOME FUND

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

SENIOR DEBT PORTFOLIO

 

By: Boston Management and Research as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

30



 

 

TOLLI & CO.

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

By:

/s/ Payson F. Swaffield

 

Name: Payson F. Swaffield

 

Title: Vice President

 

 

 

BALLYROCK CDO I LIMITED

 

By: BALLYROCK Investment Advisors LLC, as Collateral Manager

 

 

 

 

By:

/s/ Lisa Rymut

 

Name: Lisa Rymut

 

Title: Assistant Treasurer

 

 

 

BALLYROCK CDO II LIMITED

 

By: BALLYROCK Investment Advisors LLC, as Collateral Manager

 

 

 

 

By:

/s/ Lisa Rymut

 

Name: Lisa Rymut

 

Title: Assistant Treasurer

 

 

 

FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND

 

 

 

 

By:

/s/ John H. Costello

 

Name: John H. Costello

 

Title: Assistant Treasurer

 

31



 

 

FLAGSHIP CLO II

 

 

 

 

By:

/s/ Mark S. Pelletier

 

Name: Mark S. Pelletier

 

Title: Director

 

 

 

FLAGSHIP CLO III

 

By: Flagship Capital Management, Inc. its Attorney-in-Fact

 

 

 

 

By:

/s/ Mark S. Pelletier

 

Name: Mark S. Pelletier

 

Title: Director

 

 

 

FLAGSHIP CLO 2001-1

 

 

 

 

By:

/s/ Mark S. Pelletier

 

Name: Mark S. Pelletier

 

Title: Director

 

 

 

LONG LANE MASTER TRUST IV

 

 

 

 

By:

/s/ Diana M. Himes

 

Name: Diana M. Himes

 

Title: Authorized Agent

 

 

 

FOOTHILL INCOME TRUST II, L.P.

 

By: FIT II G.P., its general partner

 

 

 

 

By:

/s/ Dennis R. Ascher

 

Name: Dennis R. Ascher

 

Title: Managing Member

 

32



 

 

FOREST MULTI-STRATEGY MASTER FUND SPC, on behalf of its Multi-Strategy Segregated Portfolio

 

 

 

 

By:

/s/ David Teolis

 

Name: David Teolis

 

Title: Portfolio Manager

 

 

 

FRANKLIN FLOATING RATE TRUST

 

FRANKLIN FLOATING RATE DAILY ACCESS FUND

 

FRANKLIN FLOATING RATE MASTER SERIES

 

 

 

 

By:

/s/ FRANKLIN FLOATING RATE TRUST

 

33



 

 

LOAN FUNDING VII LLC (Valhalla)

 

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

 

 

 

 

By:

/s/ Todd Travers

 

Name: Todd Travers

 

Title: Senior Portfolio Manager
         Highland Capital Management, L.P.

 

 

 

 

 

RESTORATION FUNDING CLO, LTD.

 

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

 

 

 

 

By:

/s/ Todd Travers

 

Name: Todd Travers

 

Title: Senior Portfolio Manager
         Highland Capital Management, L.P.

 

 

 

 

 

COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY

 

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

 

 

 

 

By:

/s/ Todd Travers

 

Name: Todd Travers

 

Title: Senior Portfolio Manager
         Highland Capital Management, L.P.

 

34



 

 

COLUMBIA FLOATING RATE ADVANTAGE FUND

 

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

 

 

 

 

By:

/s/ Todd Travers

 

Name: Todd Travers

 

Title: Senior Portfolio Manager
         Highland Capital Management, L.P.

 

 

 

 

 

AIM FLOATING RATE FUND

 

By: INVESCO Senior Secured Management, Inc. as Sub-Adviser

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

 

 

 

 

AVALON CAPITAL LTD. 2

 

By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

 

 

 

 

CHAMPLAIN CLO, LTD.

 

By: INVESCO Senior Secured Management, Inc. as Collateral Adviser

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

35



 

 

CHARTER VIEW PORTFOLIO

 

By: INVESCO Senior Secured Management, Inc. as Investment Advisor

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

 

 

DIVERSIFIED CREDIT PORTFOLIO LTD.

 

By: INVESCO Senior Secured Management, Inc. as Investment Advisor

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

 

 

SEQUILS-LIBERTY, LTD.

 

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

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

 

 

SAGAMORE CLO LTD.

 

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

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

36



 

 

SARATAOGA CLO I, LIMITED.

 

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

 

 

 

 

By:

/s/ Joseph Rotondo

 

Name: Joseph Rotondo

 

Title: Authorized Signatory

 

 

 

CONTINENTAL CASUALTY COMPANY

 

 

 

 

By:

/s/ Marilou R. McGirr

 

Name: Marilou R. McGirr

 

Title: Vice President and Assistant Treasurer

 

 

 

MADISON AVENUE CDO III LTD.

 

 

 

 

By:

/s/ James R. Dingler

 

Name: James R. Dingler

 

Title: Director

 

 

 

METLIFE BANK, N.A.

 

 

 

 

By:

/s/ James R. Dingler

 

Name: James R. Dingler

 

Title: Director

 

37



 

 

METROPOLITAN LIFE INSURANCE COMPANY

 

 

 

 

By:

/s/ James R. Dingler

 

Name: James R. Dingler

 

Title: Director

 

 

 

MORGAN STANLEY PRIME INCOME TRUST

 

 

 

 

By:

/s/ Elizabeth Bodisch

 

Name: Elizabeth Bodisch

 

Title: Authorized Signatory

 

 

 

MORGAN STANLEY SENIOR FUNDING, INC.

 

 

 

 

By:

/s/ James Morgan

 

Name: James Morgan

 

Title: Vice President

 

 

 

MOUNTAIN CAPITAL III LTD.

 

 

 

 

By:

/s/ MOUNTAIN CAPITAL III LTD.

 

38



 

 

NATEXIS BANQUES POPULAIRES

 

 

 

 

By:

/s/ Tefta Ghilaga

 

Name: Tefta Ghilaga

 

Title: Vice President

 

 

By:

/s/ Kristen E. Brainard

 

Name: Kristen E. Brainard

 

Title: Assistant Vice President

 

 

 

NATIONWIDE LIFE INSURANCE COMPANY

 

 

 

 

By:

/s/ Thomas S. Leggett

 

Name: Thomas S. Leggett

 

Title: Associate Vice President
          Public Bonds

 

 

 

NATIONWIDE MUTUAL INSURANCE COMPANY

 

 

 

 

By:

/s/ Thomas S. Leggett

 

Name: Thomas S. Leggett

 

Title: Associate Vice President
          Public Bonds

 

39



 

 

MAINSTAY FLOATING RATE FUND, a series of Eclipse Funds Inc.

 

By: New York Life Investment Management LLC

 

 

 

 

By:

/s/ R. H. Dial

 

Name: R. H. Dial

 

Title: Director

 

 

 

CLYDESDALE CLO 2001-1, LTD.

 

Nomura Corporate Research and Asset Management Inc. as Collateral Manager

 

 

 

 

By:

/s/ Elizabeth MacLean

 

Name: Elizabeth MacLean

 

Title: Director

 

 

 

CLYDESDALE CLO 2003, LTD.

 

Nomura Corporate Research and Asset Management Inc. as Agent

 

 

 

 

By:

/s/ Elizabeth MacLean

 

Name: Elizabeth MacLean

 

Title: Director

 

 

 

CLYDESDALE CLO 2004, LTD.

 

Nomura Corporate Research and Asset Management Inc.
as Agent

 

 

 

 

By:

/s/ Elizabeth MacLean

 

Name: Elizabeth MacLean

 

Title: Director

 

40



 

 

NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND, as a Lender

 

By: Symphony Asset Management LLC

 

 

 

 

By:

/s/ Lenny Marion

 

Name: Lenny Marion

 

Title: Portfolio Manager

 

 

 

OPPENHEIMER SENIOR FLOATING RATE FUND

 

 

 

 

By:

/s/ Lisa Chaffee

 

Name: Lisa Chaffee

 

Title: Manager

 

 

 

ING PRIME RATE TRUST

 

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

 

 

 

 

By:

/s/ Charles E. LeMieux, CFA

 

Name: Charles E. LeMieux, CFA

 

Title: Vice President

 

 

 

ING SENIOR INCOME FUND

 

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

 

 

 

 

By:

/s/ Charles E. LeMieux, CFA

 

Name: Charles E. LeMieux, CFA

 

Title: Vice President

 

41



 

 

ADDISON CDO, LIMITED

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

JISSEKIKUN FUNDING, LTD.

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

LOAN FUNDING III LLC

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

SEQUILS-MAGNUM, LTD.

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

42



 

 

SOUTHPORT CLO, LIMITED

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

WRIGLEY CDO, LTD..

 

By: Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/ Mohan V. Phansalkar

 

Name: Mohan V. Phansalkar

 

Title: Managing Director

 

 

 

LAGUNA FUNDING LLC

 

 

 

 

By:

/s/ Meredith J. Koslick

 

Name: Meredith J. Koslick

 

Title: Assistant Vice President

 

 

 

SEMINOLE FUNDING LLC

 

 

 

 

By:

/s/ Meredith J. Koslick

 

Name: Meredith J. Koslick

 

Title: Assistant Vice President

 

43



 

 

LOAN FUNDING V, LLC

 

By: Prudential Investment Management, Inc., as Portfolio Manager

 

 

 

 

By:

/s/ George W. Edwards

 

Name: George W. Edwards

 

Title: Principal

 

 

 

BOSTON HARBOR CLO 2004-1 LTD.

 

 

 

 

By:

/s/ Beth Mazor

 

Name: Beth Mazor

 

Title: Vice President

 

 

 

VERAVAS CDO I. LTD.

 

 

 

 

By:

/s/ John Randolph Watkins

 

Name: John Randolph Watkins

 

Title: Executive Director

 

 

 

HAMILTON CDO, LTD.

 

By: Stanfield Capital Partners LLC, as its Collateral Manager

 

 

 

 

By:

/s/ Christopher E. Jansen

 

Name: Christopher E. Jansen

 

Title: Managing Partner

 

44



 

 

STANFIELD ARBITRAGE CDO, LTD.

 

By: Stanfield Capital Partners LLC, as its Collateral Manager

 

 

 

 

By:

/s/ Christopher E. Jansen

 

Name: Christopher E. Jansen

 

Title: Managing Partner

 

 

 

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

 

 

 

STANFIELD QUATTRO CLO, LTD.

 

By: Stanfield Capital Partners LLC, as its Collateral Manager

 

 

 

 

By:

/s/ Christopher E. Jansen

 

Name: Christopher E. Jansen

 

Title: Managing Partner

 

 

 

SUNAMERICA SENIOR FLOATING RATE FUND INC..

 

By: Stanfield Capital Partners LLC, as subadvisor

 

 

 

 

By:

/s/ Christopher E. Jansen

 

Name: Christopher E. Jansen

 

Title: Managing Partner

 

45



 

 

AURUM CLO 2002-1 LTD.

 

 

 

 

By:

/s/ Thomas R. Bouchard

 

Name: Thomas R. Bouchard

 

Title: Vice President

 

 

 

SRF 2000, INC.

 

 

 

 

By:

/s/ Meredith J. Koslick

 

Name: Meredith J. Koslick

 

Title: Assistant Vice President

 

 

 

STRONG SHORT-TERM HIGH YIELD OLD FUND

 

 

 

 

By:

/s/ Gilbert L. Southwell, III

 

Name: Gilbert L. Southwell, III

 

Title: Assistant Secretary

 

46



 

 

THE SUMITOMO TRUST & BANKING CO., LTD.

 

 

 

 

By:

/s/ Elizabeth A. Quirk

 

Name: Elizabeth A. Quirk

 

Title: Vice President

 

 

 

GALAXY CLO 2003-1, LTD.

 

By: AIG Global Investment Corp. as Investment Advisor

 

 

 

 

By:

/s/ Steven S. Oh

 

Name: Steven S. Oh

 

Title: Managing Director

 

 

 

GALAXY III CLO, LTD.

 

By: AIG Global Investment Corp. as Investment Advisor

 

 

 

 

By:

/s/ Steven S. Oh

 

Name: Steven S. Oh

 

Title: Managing Director

 

 

 

KZH SOLEIL LLC

 

 

 

 

By:

/s/ Dorian Herrera

 

Name: Dorian Herrera

 

Title: Authorized Agent

 

47



 

 

KZH SOLEIL-2 LLC

 

 

 

 

By:

/s/ Dorian Herrera

 

Name: Dorian Herrera

 

Title: Authorized Agent

 

 

 

SUNAMERICA LIFE INSURANCE COMPANY

 

By: AIG Global Investment Corp. as Investment Advisor

 

 

 

 

By:

/s/ Steven S. Oh

 

Name: Steven S. Oh

 

Title: Managing Director

 

 

 

NUVEEN FLOATING RATE INCOME FUND, as a Lender

 

By: Symphony Asset Management LLC

 

 

 

 

By:

/s/ Lenny Mason

 

Name: Lenny Mason

 

Title: Portfolio Manager

 

 

 

CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.

 

By: Travelers Asset Management International Company LLC

 

 

 

 

By:

/s/ John O’Connell

 

Name: John O’Connell

 

Title: Vice President

 

48



 

 

APEX (Trimaran) CDO I, LTD.

 

By: Trimaran Advisors L.L.C.

 

 

 

 

By:

/s/ David M. Millison

 

Name: David M. Millison

 

Title: Managing Director

 

 

 

CELERITY CLO LIMITED

 

By: TCW Advisors, Inc., as Agent

 

 

 

 

By:

/s/ G. Steven Kalin

 

Name: G. Steven Kalin

 

Title: Senior Vice President

 

 

By:

/s/ Jonathan R. Insull

 

Name: Jonathan R. Insull

 

Title: Managing Director

 

 

 

KZH CRESCENT-2 LLC

 

 

 

 

By:

/s/ Dorian Herrera

 

Name: Dorian Herrera

 

Title: Authorized Agent

 

 

 

KZH CRESCENT-3 LLC

 

 

 

 

By:

/s/ Dorian Herrera

 

Name: Dorian Herrera

 

Title: Authorized Agent

 

49



 

 

LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A.

 

By: TCW Advisors, Inc., as portfolio manager of Loan Funding I LLC

 

 

 

 

By:

/s/ G. Steven Kalin

 

Name: G. Steven Kalin

 

Title: Senior Vice President

 

 

By:

/s/ Jonathan R. Insull

 

Name: Jonathan R. Insull

 

Title: Managing Director

 

 

 

TCW SELECT LOAN FUND, LIMITED

 

By: TCW Advisors, Inc., as its Collateral Manager

 

 

 

 

By:

/s/ G. Steven Kalin

 

Name: G. Steven Kalin

 

Title: Senior Vice President

 

 

By:

/s/ Jonathan R. Insull

 

Name: Jonathan R. Insull

 

Title: Managing Director

 

 

 

FIRST 2004-I CLO, LTD.

 

By: TCW Advisors, Inc., its Collateral Manager

 

 

 

 

By:

/s/ Jonathan R. Insull

 

Name: Jonathan R. Insull

 

Title: Managing Director

 

 

By:

/s/ G. Steven Kalin

 

Name: G. Steven Kalin

 

Title: Senior Vice President

 

50



 

 

VELOCITY CLO, LTD.

 

By: TCW Advisors, Inc., its Collateral Manager

 

 

 

 

By:

/s/ Richard F. Kurth

 

Name: Richard F. Kurth

 

Title: Senior Vice President

 

 

By:

/s/ Jonathan R. Insull

 

Name: Jonathan R. Insull

 

Title: Managing Director

 

 

 

SPIRET IV LOAN TRUST 2003-B

 

By: Wilmington Trust Company not in its individual
capacity but solely as trustee

 

 

 

 

By:

/s/ Rachel I. Simpson

 

Name: Rachel I. Simpson

 

Title: Financial Services Officer

 

 

 

VAN KAMPEN

 

SENIOR INCOME TRUST

 

By: Van Kampen Investment Advisory Corp.

 

 

 

 

By:

/s/ Howard Tiffen

 

Name: Howard Tiffen

 

Title: Managing Director

 

51



 

 

VAN KAMPEN SENIOR LOAN FUND

 

By: Van Kampen Investment Advisory Corp.

 

 

 

 

By:

/s/ Howard Tiffen

 

Name: Howard Tiffen

 

Title: Managing Director

 

 

 

WESTLB AG, NEW YORK BRANCH

 

 

 

 

By:

/s/ Salvatore Battinelli

 

Name: Salvatore Battinelli

 

Title: Managing Director
         Credit Department

 

 

By:

/s/ Walter T. Duffy III

 

Name: Walter T. Duffy III

 

Title: Director

 

52



 

ACKNOWLEDGEMENT AND CONSENT

Each of the undersigned Subsidiary Guarantors hereby acknowledges and consents to the foregoing First Amendment.

 

 

DARAMIC, LLC

 

 

 

 

By:

/s/ Lynn Amos

 

Name: Lynn Amos

 

Title: Chief Financial Officer, Treasurer and
          Secretary

 

 

 

DARAMIC INTERNATIONAL, INC.

 

 

 

 

By:

/s/ Lynn Amos

 

Name: Lynn Amos

 

Title: Chief Financial Officer, Treasurer and
          Secretary

 

 

 

CELGARD, LLC

 

 

 

 

By:

/s/ Lynn Amos

 

Name: Lynn Amos

 

Title: Chief Financial Officer, Treasurer and
          Secretary

 

 

 

DARAMIC ASIA, INC.

 

 

 

 

By:

/s/ Lynn Amos

 

Name: Lynn Amos

 

Title: Chief Financial Officer, Treasurer and
          Secretary

 

53